Agenda packet — Vacaville City Council, June 23, 2026 (part 2 of 4)

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City of Vacaville
_____________________________________________________________________________________________ Signing Authority Policy for Executing Agreements on Behalf of the City Effective Date: 2026.05.07 Page 1 of 9
Signing Authority Policy for Executing Agreements on Behalf of the City

PURPOSE AND SCOPE
The purpose of this Signing Authority Policy (“Policy”) is to document the delegation of authority from the City Council to the City Manager, and from the City Manager to designated City employees (“City Manager Designee”), to sign agreements on behalf of the City (“Agreements”).

This Policy also documents the authority of the Purchasing Agent, City Attorney, and Finance Director in specified and limited capacities.

This Policy repeals, replaces, and supersedes any previously approved delegation of signing authority that conflicts with this Policy.

POLICY

1. Definitions.

1.1 Agreement – City contract, agreement, purchase order for supplies, equipment, materials, or services, other document imposing a financial obligation or liability on the City or subjecting the City to any form of equitable relief, and settlement documents of any nature.

1.2 Purchasing Agent – The City Manager or any person designated by the City Manager to purchase supplies, materials, equipment, or services on behalf of the City, as defined by Section 2.68.110 of the Vacaville Municipal Code (“VMC”).

1.3 City Manager Designee – Any City employee identified in Section(s) 3.2.1 and 3.2.2 below, to whom the City Manager has formally designated in writing the authority to sign Agreements on behalf of the City.

1.4 Emergency – a) A public calamity including, but not limited to fire, flood, storm, earthquake, epidemic, or other disaster; or b) a threat to the national or local defense. For purposes of this Policy, any authority exercised under the Council-adopted emergency provisions of the VMC shall extend only for the defined duration of that emergency as Council may determine, and in accordance with VMC Section 2.08.060, at the conclusion of the emergency as determined by City Council, the City Manager shall be responsible for filing information with the City Council demonstrating the existence of the emergency, the necessity for the action(s) taken, and an itemized account of all expenditures during the emergency.

2. City Manager Authority.

2.1. VMC Section 2.08.040 provides the City Manager with the authority to supervise and approve the purchase of all materials, supplies, and equipment for which funds are provided in the budget.

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2.2. VMC Section 2.68.160 provides that the City Manager can establish purchasing and contracting procedures, in accordance with applicable VMC provisions and other laws and regulations, for the acquisition of supplies, materials, equipment, and services by officers and employees of the City.

2.2.1. “Service” is defined under VMC Section 2.68.120 as including, without limitation, the following: consultant services; repairs, modification, and maintenance of City equipment and software; maintenance work; cleaning, analysis, testing, moving, removal or disposal of City supplies, materials, or equipment; demolition work; temporary personnel services; other miscellaneous services to facilitate City operations; licensing software; and leasing or rental of personal property for use by the City. “Service” does not include public projects as that term is defined in the Public Contract Code (see also Chapter 2.72 of the VMC).

2.2.2. In accordance with this definition, the City Manager has authority on behalf of the City to execute, or delegate the execution of, documents including grant agreements, financial and nonfinancial Memorandums of Understanding (MOUs), revenue-generating agreements, and cooperative and Joint Powers Authority (JPA) agreements, so long as no expenditure of City funds under such agreement otherwise exceeds the City Manager’s or City Manager Designee’s authority under this Policy. In the event an expenditure of City funds is required as a component of such agreement, the agreement will be reviewed in accordance with this Policy, and will be subject to execution by the appropriate person as designated and authorized by the terms of this Policy.

2.3. The City’s Purchasing Agent has authority to execute on behalf of the City, without prior approval of the City Council, the following:

2.3.1. Agreements and purchase orders for supplies, materials, and equipment, provided there is an unencumbered balance of an allocated budget appropriation available for that purpose; and

2.3.2. Agreements and purchase orders for supplies, materials, and equipment for which funds have not been appropriated, but which do not exceed $25,000. In excess of $25,000, no Agreement or purchase order for which funds have not been appropriated may be entered without first obtaining the approval of the City Council.

2.4. VMC Sections 2.68.060 and 2.68.190(C) provide the City Manager and Purchasing Agent authority to execute Agreements for the acquisition of supplies, materials, and equipment in the event of an emergency when a determination is made that the purchase of such supplies, Item 9.m
materials, and equipment is necessary to safeguard life, health, safety, or property.

2.5. In specific instances, the City Council may, by formal action such as a resolution or minute order, authorize the City Manager or Designee to execute a particular contract. In such instances, this Policy also covers the staff-level signatory authority that would apply once Council authorization is provided.

2.6. To the extent that the City Manager is authorized to sign City Agreements as set forth above, the City Council has authorized the CityManagerto furtherdelegate that authority to City employees in accordance with Resolution 2000-47 (attached as Exhibit B).

2.7. In situations where an Agreement exceeds $150,000, even if authority would otherwise be delegated to the City Manager by the City Council, the Agreement will be submitted to City Council at a public meeting for approval and authorization to execute the Agreement. This Section 2.7. is subject to the clarifications regarding how to interpret dollar limit thresholds set forth in Section 3.1.7. of this Policy.

3. City Manager Delegation of Authority.

3.1. Scope of Signature Authority for all City Manager Designees.

3.1.1. To the extent that the City Council has delegated contracting authority to the City Manager (as summarized above), and unless direction from the City Council in a specific instance or other applicable authority clearly indicates that only the City Manager may sign, the City Manager delegates authority to the City employees holding the positions identified in Section

3.2 to execute City Agreements that do not exceed $75,000, in accordance with the requirements of this Policy. Agreements in the range of $75,000 to $150,000 must be reviewed and signed by the City Manager.

3.1.2. Each person designated by Section 3.2. as a City Manager Designee may, in turn, designate certain positions within their Department as authorized to sign on a City Manager Designee’s behalf (an “Authorized Departmental Signatory List”). The City Manager’s Office is responsible for maintaining such Authorized Departmental Signatory List, which will be reviewed and updated as needed. Delegations may be revoked at any time by the City Manager.

3.1.3. Each City Manager Designee, and any person identified on the Authorized Departmental Signatory List, who is authorized by this Policy to execute any City Agreement shall comply with the goals and requirements of the City’s rules pertaining to contracts for goods and services, including, but not limited to, VMC Chapters 2.08 and 2.68, and the Purchasing Policies Item 9.m
and Procedures Manual. Each City Manager Designee must go through mandatory procurement and contract training provided by the Finance Department prior to receiving designee status, and may be required to repeat or update such training as the City Manager may determine in their discretion.

3.1.4. The cost and purpose of any City Agreement executed by a City Manager Designee must be covered by the budgeted departmental operations of the Department to which the City Manager Designee is assigned. This includes the verification of budget availability, account coding, and risk management review for insurance and indemnification.

3.1.5. Legal Services Agreements. Only the City Attorney or the Senior Assistant City Attorney is authorized to sign an Agreement for services provided by an attorney. Any request to procure legal services must be submitted to the City Attorney for approval on behalf of the City.

3.1.6. Agreements to Settle Claims. Only the City Manager, Assistant City Manager, or City Attorney is authorized to sign an Agreement to settle or resolve a claim against the City under the Government Claims Act.

Pursuant to Resolution 1990-T1 (attached as Exhibit C), the City Attorney is expressly authorized to sign Agreements to settle claims or litigation, including worker’s compensation claims, in the amount of $50,000 or less.

This settlement authority is on a per-claim basis, and is not cumulative.

3.1.7. Interpreting Dollar Limit Thresholds for City Agreements. As set forth below, the authority of the City Manager and City Manager Designees to execute City Agreements may be limited by the dollar amount of the contract (e.g., $25,000 where funds have not been appropriated, or $75,000 for determining whether the City Manager must sign, or whether a designee may). The dollar limit thresholds set forth in this Policy shall be interpreted as follows:
a. The dollar limit threshold shall be applied to the total dollar amount of each Agreement, even if the Agreement is to be performed over multiple fiscal years. However, an Agreement shall be considered “year-to-year,” and the dollar limit shall be applied to each fiscal year of the contract, if the City Manager determines that: (i) the work is in the nature of a recurring number ofrelatively small projects as opposed to one specified larger project, and (ii) the Agreementincludes a clause that authorizesthe City to terminate the Agreement without cause and without penalty.

Pursuant to California Public Contract Code Section 20657, Agreements must not be split or separated into smaller Agreementsfor Item 9.m
the purpose of evading the dollar amounts identified in this Policy or in state or federal laws.
b. For each Agreement, the dollar amount shall be calculated as the greater of: (i) the total dollar amount of the City’s commitment to pay a contractor; or (ii) the total dollar amount of a contractor’s commitment to pay the City; or (iii) the estimated fair market value of property (or services) acquired or disposed. For the purpose of determining dollar limits pursuant to this Policy, a “commitment” to pay includes the amount designated in an Agreement as a “not to exceed” amount, or an estimated payment amount, even though the City’s actual obligation under the Agreement may be less if based on actual hours performed at an hourly rate.
c. When this Policy authorizes the City Manager or a City Manager Designee to execute an Agreement, the City Manager or Designee is also authorized to execute change orders, amendments, or extensions to existing Agreements so long as the total City expenditure as a result of that adjustment does not exceed that person’s authorization as set forth in this Policy. If executing a change order, amendment, or extension would cause the Agreement to exceed the relevant person’s authorization (for instance, if the City Manager previously executed an Agreement for $140,000, and the requested amendment will raise the compensation due to $170,000, that amendment would require Council approval as it causes the Agreement to exceed the City Manager’s $150,000 authority).

3.2. Delegation of Authority to City Manager Designees. Each City employee assigned to a position listed in subsections 3.2.1 and 3.2.2 (below) is authorized to execute City Agreements when allowed under this Policy:

3.2.1. Department Heads:
a. City Manager
b. City Attorney
c. Community and Economic Development Director
d. Finance Director
e. Fire Chief
f. Human Resources Director
g. Housing and Community Services Director
h. Information Technology Director
i. Parks and Recreation Services Director
j. Police Chief
k. Public Works Director
l. Utilities Director
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3.2.2. Other City Employees: To the extent that the City Manager has delegated authority to a Department Head, per subsection 3.2.1 (above), the City Manager authorizes each Department Head to provide to the City Manager’s Office a written designation of no more than two (2) City employees authorized to execute City agreements on behalf of that Department Head, as contemplated in Section 3.1.2. The City Manager’s Office shall assemble and keep updated the list of all City employees designated by this subsection 3.2.2, and the list shall be appended to this Policy (as Exhibit A) and updated as needed, but no less than annually.

4. City Attorney Approval as to Form. Each City Agreement is subject to review and approval as to form by the City Attorney. By approving the form of this Policy, the City Attorney hereby authorizes the following:

4.1. Definition of Approval as to Form. The approval as to form of a City Agreement is the City Attorney’s internal communication to City officials that the Agreement is legally binding as written, and it is not intended to be a representation to any third party. The approval as to form does not represent an opinion regarding the adequacy of an Agreement (the clarity or level of detail of the Agreement terms) to achieve a particular City goal. If a City employee, including a Project Manager or Department Head, has any questionsregarding the ability to legally enforce a particular Agreement requirement or achieve a particular City goal through a particular Agreement, the Project Manager or the Department Head may request the City Attorney’s Office to provide separate confidential legal advice, under the protection of the attorney-client privilege, regarding the strengths and weaknesses of a particular Agreement.

4.2. Updating Agreement Templates. The City Attorney is hereby authorized to update the standard form Agreement Templates, by filing the written update with the City Clerk, which will be published as an update on the City’s intranet.

4.3. Delegation of Authority to Approve as to Form. The City Attorney hereby delegates authority to any Senior Assistant City Attorney, Assistant City Attorney, or Deputy City Attorney to review and approve the form of City Agreements.

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Exhibit “A”
As authorized by Section 3.2.2 of this Policy, the following is the list of City employees authorized to execute City Agreements on behalf of the relevant Department Head (generally subject to a limit of $75,000 or less). NOTE: this authority is subject to the limitations applicable to Legal Services Agreements and Agreements to Settle Claims, as set forth in Sections 3.1.5. and 3.1.6. of this Policy. This list of City employees (Designees) will be reviewed on an annual basis.

City Attorney's Office:

Anne Branham, Senior Assistant City Attorney
City Manager's Office:

GeorgeAnne Meggers-Smith, Assistant City Manager
Community & Economic Development:

VACANT, Assistant Director
Finance:

Shelby Milliren, Assistant Director
Fire:

Alex Nourot, Deputy Fire Chief
Ryan Purnell, Acting Deputy Chief - Support
Housing and Community Services:

Amanda Wilken, Management Analyst
Human Resources:

Sandy Hess, Assistant Director
Information Technology:

Keith McDonald, IT Manager
Parks and Recreation:

Melody Land, Recreation Manager
Nemo Gonzalez, Senior Park Planner
Police:

Leslie Hoover, Police Fiscal Manager
Katie Cardona, Captain
Public Works:

Robert Armijo, Assistant Director
VACANT, Assistant Director - Maintenance
Utilities:

Timothy Hawkins, Assistant Director
Matt Yttrup, Administrative Manager
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Exhibit “B” – Resolution 2000-47
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Exhibit “C” – Resolution 1990-T1
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CITY OF VACAVILLE
City Council
Staff Report
Meeting Date: June 23, 2026
To: Honorable Mayor and City Council Members
Attention: Savita Chaudhary, City Manager
From: Tamara Colden, Director, Housing and Community Services (Tamara Colden, Director (707) 449-5671)
Subject: Resolution of the City Council of the City of Vacaville Approving the Issuance by the California Statewide
Communities Development Authority of Exempt Facility Bonds for the Vacaville Gables Apartments, Located at 131 Gable Avenue
Actions for Consideration:

1. Conduct a Tax Equity and Fiscal Responsibility Act Hearing in consideration of the issuance of tax-exempt bond financing by the California Statewide Communities Development Authority for the benefit of Vacaville Gables Preservation, LP, to provide financing for the acquisition, rehabilitation, improvement, and equipping of a 65-unit multifamily rental housing project generally known as Vacaville Gables Apartments. • Adopt a resolution approving the issuance of Bonds by the California Statewide Communities Development Authority not to exceed $20,000,000, for the benefit of Vacaville Gables Preservation, LP, to provide financing for the acquisition, rehabilitation, improvement, and equipping of a 65-unit multifamily rental housing project generally known as Vacaville Gables Apartments.

Recommendations:

By simple motion, adopt the subject resolution.

Background:

In 2019, LEDG Vacaville, L.P. (LEDG) acquired Vacaville Gables Apartments (Attachment 1), 65 affordable apartments located on Gable Avenue. At that time, the City loans and affordability restriction were set to expire. During the June 25, 2019 City Council meeting, the Council approved LEDG to assume the existing debt and affordability restrictions on the project. The Council also approved an extension of the two existing loans and the City affordability restriction to six months after maturity of the senior loan (February 2027).

Unfortunately, the availability of Tax Credits for rehabilitation projects over the last several years has not been a priority of the Tax Credit awards, which have favored new construction projects Item 11.a
over rehabilitation projects. In addition, the demand for the available Tax Credit dollars has well exceeded the amount of financing available.

On April 23, 2024, City Council approved the modification of the debt and affordability restriction to increase the competitiveness of LEDG’s application. LEDG applied for Tax Credits in that round to use proceeds to make interior and exterior property improvements (Attachment 2).

On August 6, 2024, the project received an award of private activity bond allocation from the California Debt Limit Allocation Committee (CDLAC). LEDG requested that the California Statewide Communities Development Authority (CSCDA) serve as the municipal issuer of taxexempt multi-family housing revenue bonds in an aggregate principal amount not to exceed $20,000,000 (Bonds). CSCDA is a joint powers authority sponsored by the League of California Cities (League) and the California State Association of Counties (CSAC). CSCDA was created by the League and CSAC in 1988 to enable local government and eligible private entities access to low-cost, tax-exempt financing for projects that provide a tangible public benefit, contribute to social and economic growth and improve the overall quality of life in local communities throughout California. CSCDA is comprised of more than 530 members, including the City of Vacaville.

CSCDA has issued more than $75 billion through 1,600+ financings since 1988, and consistently ranks in the top 10 of more than 3,000 nationwide public issuers of tax-exempt debt, as measured by annual issuance amount. The proceeds of the Bonds will be used for the purpose of making a loan to Vacaville Gables Preservation, LP, a California limited partnership, for the property improvements (Project) and the affordability covenants will extend for 55 years from the closing of the financing.

In December 2024, the City held the initial hearing in compliance with the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA). On May 27, 2025, the City of Vacaville held a new TEFRA hearing for the Project to satisfy federal requirements, as the borrowing entity has changed from LEDG Vacaville, LP to Vacaville Gables Preservation, LP (Vacaville Gables).

Discussion:

A new TEFRA hearing is now required as the term of the 2025 TEFRA approval has expired. The renewed hearing ensures the City’s continued compliance with the Tax Equity and Fiscal Responsibility Act of 1982, which requires a public hearing and approval by the governmental unit with jurisdiction over the project site when tax-exempt private activity bonds are issued. Prior to such TEFRA Hearing, reasonable notice must be provided to the members of the community.

Following the close of the TEFRA Hearing, an “applicable elected representative” of the governmental unit hosting the Project must provide its Resolution of approval of the issuance of the Bonds for the financing of the Project (Attachment 3). A public notice was published in accordance with the applicable standards beginning on June 13, 2026.

If the bond issuance is approved, repayment of the bonds (principal, interest, etc.) is the sole responsibility of Vacaville Gables, as the borrower, and the City will not be a party to the documents or have any financial or other responsibility for Vacaville Gables Apartments or the repayment of the bonds. Vacaville Gables will make repayments from the rents generated by the project. In no case shall the bonds exceed $20,000,000.

This evening, staff is recommending that the City Council hold the public hearing and consider approval of the issuance of tax-exempt multi-family housing revenue bonds by CDLAC to finance Item 11.a
the rehabilitation of Vacaville Gables Apartments. If approved this evening, after securing the bonds and other financing, LEDG would obtain building permits and begin rehabilitation of the project.

Environmental Impact:

This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project that has the potential to result in either a physical change in the environment or a reasonably foreseeable indirect physical change in the environment, pursuant to California Code of Regulations Title 14 Section 15378(b)(5).

Fiscal Impact:

Repayment of the bond (principal, interest, etc.) is the sole responsibility of LEDG and will be repaid from the rents generated by the project. The bond will not be a debt or obligation of the City.

Amount Requested: There are no funds requested for this item.

Funding Source: Housing and Community Services
Budget Distribution: The costs of staff time associated with this item are covered within the existing Department operating budget.

Alternatives:

The City Council could choose not to hold the TEFRA hearing or adopt the resolution. This alternative is not recommended, as this is a procedural requirement for Vacaville Gables Preservation, LP to meet Tax Credit financing requirements to access funds needed to make property improvements to Vacaville Gables Apartments.

Strategic Plan Goal/Initiative:

Initiative 3A: Promote Housing for All
Levine Act:

Yes
Attachments:

Resolution – Action Item
Attachment 1: Map
Attachment 2: Planned Rehabilitation
Attachment 3: Public Notice
Attachment 4: Levine Act Disclosure
Item 11.a

CITY OF VACAVILLE
RESOLUTION NO. 2026-
Resolution of the City Council of the City of Vacaville Approving the Issuance by the California Statewide Communities Development Authority of Exempt Facility Bonds for the Vacaville Gables Apartments, Located at 131 Gable Avenue Whereas, the California Statewide Communities Development Authority (the “Authority”) is authorized pursuant to the provisions of California Government Code Section 6500 et seq. and the terms of an Amended and Restated Joint Exercise of Powers Agreement, dated as of June 1, 1988 (the “Agreement”), among certain local agencies throughout the State of California, including the City of Vacaville (the “City”), to issue revenue bonds in accordance with Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code for the purpose of financing multifamily rental housing projects; and
Whereas, Vacaville Gables Preservation, LP, a California limited partnership, or a successor owner of the Project (as defined below) thereto, has requested that the Authority adopt a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $20,000,000 in outstanding aggregate principal amount (the “Bonds”), to finance or refinance the acquisition, rehabilitation and development of a multifamily rental housing project located at 131 Gable Avenue, Vacaville, California (the “Project”); and
Whereas, pursuant to Section 147(f) of the Code, prior to their issuance, private activity bonds are required to be approved by the “applicable elected representative” of the governmental units on whose behalf such bonds are expected to be issued and by a governmental unit having jurisdiction over the entire area in which any facility financed by such bonds is to be located, after a public hearing held following reasonable public notice; and Whereas, the members of this City Council (this “City Council”) are the applicable elected representatives of the City; and
Whereas, there has been published, at least 7 days prior to the date hereof, in a newspaper of general circulation within the City, a notice that a public hearing regarding the Bonds would be held on a date specified in such notice; and
Whereas, such public hearing was conducted on such date, at which time an opportunity was provided to interested parties to present arguments both for and against the issuance of the Bonds; and
Whereas, the Authority is also requesting that the City Council approve the issuance of any refunding bonds hereafter issued by the Authority for the purpose of refinancing the Bonds which financed the Project (the “Refunding Bonds”), but only in such cases where federal tax laws would not require additional consideration or approval by the City Council; and Whereas, it is intended that this resolution shall constitute the approval of the issuance of the Bonds required by Section 147(f) of the Code and Section 9 of the Agreement.

Item 11.a

CITY OF VACAVILLE
Now, therefore, be it resolved by the City Council of the City of Vacaville as follows:

Section 1. The above recitals are true and correct.

Section 2. The City Council hereby approves the issuance of the Bonds and the Refunding Bonds by the Authority. It is the purpose and intent of the City Council that this resolution constitutes approval of the Bonds for the purposes of (a) Section 147(f) of the Code and (b) Section 9 of the Agreement.

Section 3. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents that they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing approved hereby.

Section 4. This resolution shall take effect immediately upon its passage.

I hereby certify that the foregoing resolution was introduced and passed at the regular meeting of the City Council of the City of Vacaville held on the 23rd day of June 2026 by the following vote:

Ayes:

Noes:

Absent:

Attest:
_____________________________
Michelle A. Thornbrugh, City Clerk
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Attachment 1
Map
154 GABLE AVENUE
143 GABLE AVENUE
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Scope of Renovation
The project will enable $5.55MM of needed renovations to the aging apartment complex.

Interior Unit Renovations:
• New cabinets and countertops
• New vinyl plank flooring
• New kitchen and bathroom fixtures
• New appliances
• Interior paint
• New HVAC and water heaters
• New LED lighting fixtures
• Mobility upgrades to 5% of units
Exterior & Common Area Enhancements:
• Reroof all buildings
• Upgrades to gutters and downspouts
• Repaint building exteriors
• Landscaping improvements
• Replace catwalks and handrails
• Parking lot and asphalt repairs
• ADA and site accessibility upgrades
Attachment 2
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Before and After Photos
Photos are from prior projects and representative of work to be completed.

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NOTICE OF PUBLIC HEARING

VACAVILLE GABLES APARTMENTS
NOTICE IS HEREBY GIVEN that, at 6:00 p.m., or as soon thereafter as the matter can be heard, on Tuesday, June 23, 2026, at the City Hall Council Chamber, 650 Merchant Street, Vacaville, California, the City Council of the City of Vacaville (the “City”) will conduct a public hearing as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), at which it will hear and consider information concerning a proposed plan of financing providing for the issuance by the California Statewide Communities Development Authority of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Code in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $20,000,000 in outstanding aggregate principal amount, to finance or refinance the acquisition, rehabilitation and development of a multifamily rental housing project located at 131 Gable Avenue, Vacaville, California (the “Project”). The facilities are to be owned by Vacaville Gables Preservation, LP, a California limited partnership (the “Borrower”), or a successor owner thereto.

Those wishing to comment on the proposed financing or refinancing and the nature and location of the Project may either appear in person at the public hearing or submit written comments, which must be received by the City prior to the hearing. Written comments should be sent to the City of Vacaville at 650 Merchant Street, Vacaville, California 95688 Attention: City Clerk.

CITY CLERK

CITY OF VACAVILLE
Dated: ______________, 2026
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Levine Act Disclosure Statement -1- Rev. 11.25
**COMPLETE& RETURN THIS PAGE**

CALIFORNIALEVINEACT DISCLOSURESTATEMENT
The Levine Act (Government Code Section 84308) requires you to disclose any political contributions of more than $500 that you or your company made to City officers in the past 12 months, or plan to make in the 12 months following the final decision on this proceeding.

A contribution includes money, goods, services, loans, tickets to fundraisers, or payments for advertising. If any agents (attorneys, consultants, lobbyists, or similar professionals) represent you before the City, they are completely prohibited from making any contributions of any amount during the time your proceeding is pending and for 12 months after the final decision.

City officers include Council Members, Commissioners, alternates to elected or appointed officers, the City Manager, and candidates for City office. City attorneys who provide only legal advice and do not have authority to make final decisions are excluded from this definition. You are responsible for knowing who the current officers are before completing this form. A list is available at www.CityofVacaville.gov.

If you answer YES to either question on this form, the identified City officer must recuse themselves from any decisions, votes, discussions, or actions related to your matter.

However, answering YES does not prevent the City from approving your application, awarding your contract, or granting your entitlement. It only prevents that specific officer from participating.

You may also be a "participant" if you are not the applicant but you have a financial interest in this proceeding's outcome and actively support or oppose it. Participants have the same contribution restrictions as applicants.

If you make any new reportable contributions after submitting this form, you must provide a supplemental disclosure to the City.

For questions about whether a contribution must be reported, definitions of key terms, or complete details about the Levine Act, see the FAQ at
https://www.cityofvacaville.gov/government/city-clerk/levine-act.

DISCLOSURE QUESTIONS

1. Have you or your company made any political contributions of more than $500 to any City officer in the 12 months preceding today's date?
OR
Has any agent on behalf of you or your company made any political contribution of ANY AMOUNT to any City officer in the 12 months preceding today's date? (This includes contributions made by any entity majority-owned by you/your company, or any entity whose contributions you direct or control.)
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Levine Act Disclosure Statement -2- Rev. 11.25
☐ YES ☐ X NO
If YES, please identify the person(s) or agent(s) making the contribution:

Not Applicable ____________________________________________________________ If YES, please identify the City officer receiving the contribution:

Not Applicable __________________________________________________________________

2. Do you or your company intend to make any political contributions to any City officer in the 12 months following the final decision on this proceeding? OR
Does any agent on behalf of you or your company intend to make any political contributions of ANY AMOUNT to any City officer in the 12 months following the final decision on this proceeding?
☐ YES ☐ X NO
If YES, please identify the person(s) or agent(s) making the contribution:

Not Applicable ____________________________________________________________ If YES, please identify the City officer receiving the contribution:
_ Not Applicable ____________________________________________________________ Answering YES to either of the questions above does not preclude the City of Vacaville from awarding a contract to your firm, approving a land use entitlement (including but not limited to permits, variances, conditional use permits, or other discretionary approvals), or taking any subsequent action related to such contract or entitlement. It does, however, preclude the identified City officer from participating in any decision-making, discussion, vote, or action related to such contract or entitlement.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature: Date Signed: 6.9.26
Print Name: Winston Fisch
Title: Authorized Signatory of Vacaville Gables Preservation, LP Company: River City Affordable Housing
x
x
Item 11.a
Resolution of the City Council of the City of Vacaville Approving the issuance by the California Statewide Communities Development Authority of exempt facility bonds for the Vacaville Gables Apartments located at 131 Gable Avenue.

Housing and Community Services Department
Item 11.a
Action for Consideration

2. Adopt a resolution approving the issuance of Bonds by the California Statewide Communities Development Authority not to exceed $20,000,000, for the benefit of Vacaville Gables Preservation, LP, to provide financing for the acquisition, rehabilitation, improvement, and equipping of a 65-unit multifamily rental housing project generally known as Vacaville Gables Apartments
June 23, 2026 Agenda Item - Slide of 7 2
Item 11.a
Background
• 2019 - LEDG Vacaville Acquired Vacaville Gables Apartments • City loans extended
• Affordability restrictions extended
• 2019 – 2023 – Tax Credit Applications Unsuccessful
• April 2024 – City modified debt and affordability restrictions • August 2024 – LEDG Bond application successful
• Previously held TEFRA Hearing
• December 2024
• May 2025
June 23, 2026 Agenda Item - Slide of 7 3
Item 11.a
Discussion
• TEFRA Approval expires after 12-months
• For bonds to qualify as tax-exempt
• City must conduct a new public hearing
• If Approved, all other terms remain unchanged
• Vacaville Gables Preservation LP is responsible for bond repayment • Repayments over next 30-35 years
• Bonds will not exceed $20,000,000
June 23, 2026 Agenda Item - Slide of 7 4
Item 11.a
Recommendation
Adopt the resolution authorizing:
• Hold the public hearing
• Adopt a resolution approving the issuance of the bonds by the California Statewide Communities Development Authority for the rehabilitation and preservation of 65 affordable apartments known as Vacaville Gables Apartments.

June 23, 2026 Agenda Item - Slide of 7 5
Item 11.a
Alternatives
The City Council could choose not to hold the TEFRA hearing or adopt the resolution.

June 23, 2026 Agenda Item - Slide of 7 6
Item 11.a
Questions or Comments
June 23, 2026 Agenda Item - Slide of 7 7
Item 11.a

CITY OF VACAVILLE
City Council
Staff Report
Meeting Date: June 23, 2026
To: Honorable Mayor and City Council Members
Attention: Savita Chaudhary, City Manager
From: Erin Morris, Community & Economic Development Director (Staff Contact: Albert Enault, Senior Planner (707) 449-5364) Subject: Resolution of the City Council of the City of Vacaville to reaffirm the Vandengate Mitigated Negative Declaration for the first amendment to the development agreement for the Vandengate Subdivision, located east of Vanden Road and south of Joyce Drive on Assessor Parcel Number 0137-010-140; and
Ordinance of the City Council of the City of Vacaville to adopt the first amendment to the Development Agreement between the City of Vacaville and Vanden Cove, LLC, regarding the development of real property commonly referred to as
Vandengate, located east of Vanden Road and south of Joyce Drive on Assessor Parcel Number 0137-010-140 (First Reading) Actions for Consideration:

The City Council will consider whether to reaffirm the previous environmental assessment for the Vandengate Development Project and adopt an amendment to the Vandengate Development Agreement (DA).

Recommendations:

1. By simple motion, adopt the subject resolution.

2. By title only, introduce the subject ordinance.

Background:

Originally adopted by City Council on September 25, 2018, by Ordinance No. 1930, the Vandengate DA included a Community Benefit Contribution (CBC) fee to pay for the construction of the Southtown Fire Station No. 75 and/or equipment for that station, and then for other capital improvements and/or acquisition of lands that the City Council considers to be of community-wide benefit. In October 2020, the City repaid all construction loan costs associated with Fire Station No. 75.

Item 11.b
Discussion:

Background
The Community Benefit Contribution (CBC) fee is a funding mechanism available to the City Council to provide additional funding for projects needed to accommodate growth primarily on the outskirts of the City, which may not have been included in the City’s AB1600 Development Impact Fee (DIF) program in effect at that time. Beginning around 2004, CBC fees were adopted with various development agreements throughout the City to fund specific projects such as Fire Station 75 and the expansion of the Police Station. In addition to establishing the fee amount, DAs specified how the fee should be used. For example, the Vandengate DA specified that the funds should be used by the City for construction of the Southtown Fire Station and/or equipment for that station, and then for other capital improvements and/or acquisition of land that the City Council considers to be of community-wide benefit.

In May 2022, the City Council received a presentation concerning the adoption of a new AB1600 DIF study that would establish new impact fees for development projects. At that time, the City Council expressed a desire to discontinue the CBC fee because:
• Many of the projects funded by the collection of CBC fees had been completed and the loans had been paid back; and
• The new AB1600 DIF fee included all capital improvement projects needed for growth.

The City Council determined that implementation of the new DIF fee program would allow discontinuation of the CBC fee for all DAs, except Lagoon Valley; Lagoon Valley’s CBC is needed to fund improvements that are specific to Lagoon Valley.

Project Proposal
The project proposal is to amend the Vandengate DA to comply with City Council direction to remove the requirement to pay a CBC fee of $8,370 (2018) for each single-family home proposed within the Vandengate Subdivision (Attachment 1). Originally adopted by City Council on September 25, 2018 (Ordinance No. 1930), Section 5.K of the Vandengate DA required the payment of a CBC fee to fund the construction of the Southtown Fire Station No. 75 and/or equipment for that station, and then for other capital improvements and/or acquisition of lands that the City Council considers to be of community-wide benefit. In October 2020, the City repaid all construction loan costs associated with Fire Station No. 75.

On June 28, 2022, the City Council adopted the City’s current Development Impact Fee Program (Resolution No. 2022-059) and directed city staff to discontinue collection of all CBC fees from any active DAs. In 2022 and 2023, the City amended various other DAs through administrative procedures allowed by each DA to discontinue collection of CBC fees. However, for the Vandengate DA, Section 16.D requires any amendment involving monetary exactions to be considered by the original decision-makers for the project. Therefore, as directed by the City Council, staff is pursuing a formal amendment to the DA to remove the CBC requirement.

Item 11.b
The Vandengate Subdivision consists of 42 lots for single-family residential development, comprising market-rate for-sale housing products. The Vandengate DA was approved with a 10- year term ending on October 26, 2028. All other terms in the Vandengate DA would remain in effect. The City has not collected any CBC fees since City Council’s direction in 2022, except for in Lagoon Valley.

Procedure
The Vacaville Municipal Code (VMC) Section 14.17.050.020 requires DA amendment proposals to follow the same public noticing and hearing procedures as originally required when the DA was adopted. In this case, the DA amendment must be reviewed by the Planning Commission, and the Planning Commission must make a recommendation to the City Council. Pursuant to VMC Section 14.17.030.030, the City Council is authorized to take one of the following actions: (1) approve the amendment; (2) approve the amendment with modifications; or (3) deny the amendment. Prior to adopting an amendment to a development agreement, the decision-maker shall make certain findings, as described under VMC Section 14.17.030.030.B.

Staff’s Analysis
The purpose of the DA amendment is to ensure compliance with City Council’s direction from June 28, 2022. Section 5.K of the Vandengate DA requires the Developer to pay a CBC fee1 with every single-family home that is built within the development. The Developer (Vanden Cove, LLC) agrees with the DA amendment, as depicted in Exhibit B to the subject ordinance. Staff believes the project meets the required findings for approval.

Planning Commission
On May 19, 2026, the Vacaville Planning Commission held a public hearing to consider the proposed amendment, together with staff’s presentation and any testimony during the public hearing. During the public hearing, commissioners expressed concern about the loss of potential revenue to the City by removing the CBC fee, and asked staff to research and provide the City Council with the total amount forfeited by removing the CBC fee. The section below provides this analysis. At the conclusion of the meeting, the Planning Commission voted 7-0 to recommend approval to the City Council.

Adjusted CBC Fee
In 2018, the CBC fee was determined to be $8,370. Pursuant to Section 5.K, the fee shall be automatically adjusted by the percentage change, if any, in the Engineering News Record San Francisco Bay Area Construction Cost Index on January 1 of each year for the term of the agreement. In 2026, the adjusted CBC fee would be $10,835.81 per single-family home.

Vandengate has 42 lots, therefore, removing or declining collection of the CBC would forfeit $455,104.02.
1 The CBC fee is normally paid at the time of Building Permit issuance.

Item 11.b
As previously noted, City Council’s decision to remove the CBC fee was based on the understanding that the updated DIF would capture these anticipated fees. In June 2022, the City Council increased the overall DIF from $45,183 per single family home to $53,052 per singlefamily home.2 Since 2022, costs have increased by 7.824%, which has increased the current DIF to $57,203 per single-family home.3 The table below shows the difference between the DIF increase as compared to the CBC fee that would be collected through the DA. Removal of the CBC fee would only forfeit a delta of $98,738.64 in this context, assuming all fees are calculated based on 2026 rates.

Original Fee ENR Increase Updated Fee Units Total Fee4
Pre 2022 DIF $45,183 7.824% $48,718.11 x42 $2,046,160.62 Post 2022 DIF $53,052 7.824% $57,203.00 x42 $2,402,526.00 Difference between Pre/Post DIF Fee $356,365.38
2018 CBC Fee $8,370 29.46% $10,835.81 x42 $455,104.02
Actual amount forfeited by City $98,738.64
Public Outreach
On May 6, 2026, the City mailed 210 public notices to property owners and tenants within 600 feet of the project boundary to advertise the Planning Commission meeting. In addition, notification was published on the City’s website and the Vacaville Reporter, and on-site posters were installed at the project site on Saturday, May 9, 2026.

On June 10, 2026, the City mailed 210 public notices to property owners and tenants within 600 feet of the project boundary to advertise the City Council meeting. In addition, notification was published on the City’s website and the Vacaville Reporter, and on-site posters were installed at the project site on Saturday, June 13, 2026.

City staff believe that this public outreach, as required by the VMC is appropriate for the project because: (1) the amendment does not change the project; (2) the amendment does not appear to have contentious issues that require exceptions to development standards; and (3) the site has been planned for residential development since 2018.

Environmental Impact:

Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15162, no new subsequent environmental analysis is required unless the lead agency determines (1) there are 2 Assumes a 2,500 square foot, 4-bedroom single-family home. 3 Increases are based on the Engineering News-Record (ENR) for San Francisco. Fees are adjusted pursuant to VMC Section 11.01.030.D.
4 Fee list for DIF calculation was based on AB1600 Nexus Study from June 2022.

URL: www.cityofvacaville.gov/AB1600Study
Item 11.b
substantial changes in the project that results in new environmental effects or a substantial increase in the severity of previously identified significant effects; (2) there are substantial changes to the circumstances under which the project was undertaken that results in new environmental effects or a substantial increase in the severity of previously identified significant effects; or (3) there is new information of substantial importance that could not have been known at the time of the original environmental assessment was prepared. On September 11, 2018, the Vacaville City Council adopted a Mitigated Negative Declaration (MND) for the Vandengate Subdivision (State Clearinghouse Number 2017082003). This MND evaluated and disclosed the environmental impacts created by the subdivision and DA. Consistent with CEQA Guidelines Section 15162, the DA amendment does not introduce any new impacts, and therefore, no subsequent environmental review is required.

Fiscal Impact:

Amount Requested: There are no funds requested for this item.

Funding Source: Community & Economic Development Department (2022) Budget Distribution: The budget for any expenses related to this item is included in the Community & Economic Development annual operating budget.

Alternatives:

1. The Council could choose to modify the Planning Commission’s recommendation by adding or removing language to the development agreement. Staff advises caution with this option because the ordinance has been drafted in consultation with the City Attorney’s Office and Applicant.

2. The Council could choose not to adopt the development agreement amendment. Staff does not recommend this approach because it is inconsistent with City Council’s previous direction to remove requirements to pay a CBC fee.

Strategic Plan Goal/Initiative:

Goal 1: Ensure Public Safety
Goal 2: Strengthen the Local Economy
Initiative 2B: Manage Impacts from Growth
Goal 4: Maintain Effective and Efficient Services
Initiative 4A: Ensure Fiscal Sustainability
Levine Act:

Yes
Item 11.b
Attachments:

Resolution – Action Item
Exhibit A – Findings of Fact
Ordinance – Action Item
Exhibit A – Findings of Fact
Exhibit B – First Amendment to Development Agreement
Attachment 1: Location Map
Attachment 2: Adopted Vandengate Development Agreement
Attachment 3: Levine Act Disclosure Form
Attachment 4: May 20, 2026 Planning Commission Staff Report Item 11.b

CITY OF VACAVILLE
RESOLUTION NO. 2026-
Resolution of the City Council of the City of Vacaville to Reaffirm the Vandengate Mitigated Negative Declaration for the First Amendment to the Development Agreement for the Vandengate Subdivision, Located East of Vanden Road and South of Joyce Drive on Assessor Parcel Number 0137-010-140
Whereas, on September 11, 2018, the Vacaville City Council adopted a Mitigated Negative Declaration (MND) (State Clearinghouse Number 2017082003) and approved a Development Agreement and Vesting Tentative Subdivision Map for the Vandengate Subdivision; and
Whereas, on June 28, 2022, the City Council adopted the 2022 Development Impact Fee Program under Resolution No. 2022-059 and directed city staff to amend various active development agreements for the purpose of removing any requirement to pay a Community Benefit Contribution (CBC) fee; and
Whereas, on April 22, 2026, Vanden Cove, LLC. (“Applicant”) provided the City of Vacaville with written authorization to process an amendment to the Vandengate Development Agreement to remove the requirement to pay a CBC fee under Section 5.K of the development agreement for the following project:

Vandengate Subdivision
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
Whereas, the City of Vacaville Planning Commission held a duly noticed public hearing on May 19, 2026, to consider a Reaffirmation of the Previous Environmental Assessment and Development Agreement Amendment, where they received testimony from City staff, the Applicant, and all interested persons regarding the proposed project; and Whereas, the Planning Commission voted 7-0 to recommend the City Council of the City of Vacaville reaffirm the Mitigated Negative Declaration and adopt the Development Agreement Amendment for the Vandengate Subdivision, based on the findings of fact, as shown in Exhibit A; and
Whereas, the City Council of the City of Vacaville held a duly noticed public hearing on June 23, 2026, to consider a Reaffirmation of the Previous Environmental Assessment and Development Agreement Amendment, where they received testimony from City staff and all interested persons regarding the proposed project, and also considered testimony and evidence submitted at the Planning Commission hearing.

Now, therefore, be it resolved, that the City Council of the City of Vacaville finds that, based on substantial evidence in the record:

Item 11.b

1. The foregoing recitals are true and correct and are incorporated by reference into this action.

2. The City Council has considered the Vandengate Subdivision Mitigated Negative Declaration and determined no subsequent or supplemental environmental analysis is required pursuant to Section 15162 of the California Environmental Quality Act (CEQA) Guidelines, based on the substantial evidence and findings included in Exhibit A;

3. The Vangengate Subdivision Mitigated Negative Declaration is hereby reaffirmed for the Vandengate Development Agreement Amendment, and the findings of fact as shown in Exhibit A are hereby adopted and incorporated herein.

I hereby certify that the foregoing resolution was introduced and passed at a regular meeting of the City Council of the City of Vacaville, held on the 23rd day of June 2026 by the following vote:

Ayes:

Noes:

Absent:

Attest:
_______________________________
Michelle A. Thornbrugh, City Clerk
List of Exhibits
Exhibit A – Findings of Fact
Item 11.b
Exhibit A to Resolution No. 2026-
Vandengate Development Agreement Amendment
Resolution Findings of Fact
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
Development Agreement Amendment
File No. 26-040
Code sections referenced below are from the Vacaville Municipal Code (VMC) or California Environmental Quality Act (CEQA) Guidelines, unless otherwise specified.

Summary of Evidence
The Vacaville City Council bases its decision on the following information: (1) the project application, including attachments and related studies; (2) the staff reports, City files, records and other documents prepared for and/or submitted to the City relating to the environmental review and the project itself; (3) the evidence, facts, findings and other determinations set forth in this resolution; (4) the Vacaville General Plan, the VMC and other applicable plans, codes and resolutions of the City of Vacaville; (5) all documentary and oral evidence received at public workshops, meetings, and hearings or submitted to the City during the comment period relating to the project or the environmental review; (6) the minutes and recordings of the Planning Commission and City Council hearings; and (7) all other matters of common knowledge to the to the City, including, but not limited to, City, state, and federal laws, policies, rules, regulations, reports, records and projections related to development within the City and its surrounding areas.

Environmental Review Findings
VMC 14.03.025.030 Findings for Reaffirmation.

Under CEQA Guidelines 15162 and VMC Chapter 14.03.025, this project is within the scope of the previously adopted Vandengate Subdivision Mitigated Negative Declaration (State Clearinghouse Number 2017082003), which adequately describes the project’s impacts the requirements of CEQA, and no further environmental review is required. As a condition of approval of the original project, the development is required to comply with the mitigation monitoring plans identified in the original project approval.

A. The decision-maker hereby adopts the following findings to support the decision:

1. That the activity is within the scope of the project covered by the previous EIR, negative declaration, or mitigated negative declaration;
Finding: The Vandengate Subdivision Mitigated Negative Declaration (MND) analyzed the development of the project and disclosed any potential impacts that could result from the construction of residential development in these areas, including any traffic, biological resources, and infrastructure improvements. The proposed Development Agreement (DA) amendment does not change the original analysis; therefore, the proposed amendment is within the original scope of analysis that was performed in the original MND.

Item 11.b

2. That no new significant effects would occur or no new mitigation measures would be required;
Finding: As noted above, the Vandengate Subdivision was designed to accommodate residential housing. The proposed amendment will not change land uses, traffic volumes, or any other aspects of the original project analyzed under the MND.

Therefore, the proposed amendment is within the scope of the original environmental review, and the project does not involve new activities that were not previously disclosed. As proposed, there are no changes to the original analysis, and the amendment does not introduce any new impacts that were not analyzed by the original MND.

3. That the Statement of Overriding Considerations, if any, adopted with the previous project for which the EIR was prepared has been incorporated into the project approval; Finding: This finding is not applicable because a Statement of Overriding Considerations document was not adopted with the original project approval.

4. That feasible mitigation measures or alternatives adopted with the previous EIR or mitigated negative declaration have been incorporated into the project approval; and Finding: The proposed amendment and existing project approvals will continue to require the applicant to comply with all applicable mitigation measures set forth in the Vandengate Subdivision MND.

5. That no new environmental document would be required.

Finding: Based on the substantial evidence and findings contained in the record, no subsequent or supplemental environmental analysis is required pursuant to CEQA Section 15162 or pursuant to VMC Chapter 14.03.025.

Environmental Review Conclusion
The City Council has considered the Vandengate Subdivision MND, and no subsequent or supplemental environmental analysis is required pursuant to CEQA Section 15162, based on the findings described above.

Item 11.b

CITY OF VACAVILLE
Ordinance No.

Ordinance Adopting a First Amendment to the Development Agreement Between the City of Vacaville and Vanden Cove, LLC Regarding the Development of Real Property Commonly Referred to as Vandengate, Located East of Vanden Road and South of Joyce Drive on Assessor Parcel Number 0137-010-140 (First Reading) Whereas, the City Council of the City of Vacaville (“City Council”) adopted that certain development agreement by and between the City of Vacaville and Forecast Land Investment, LLC regarding the development of real property commonly referred to as Vandengate (“Development Agreement”) in accordance with the findings in City Council Ordinance No. 1930; and
Whereas, pursuant to Section 15.B of the Development Agreement, all obligations were subsequently transferred to Vanden Cove, LLC (“Applicant”), who acquired the property from Forecast Land Investment, LLC; and
Whereas, on June 28, 2022, the City Council adopted the 2022 Development Impact Fee Program under Resolution No. 2022-059, and directed city staff to amend the Vandengate Development Agreement (among others) to remove the requirement to pay the Community Benefit Contribution (CBC) Fee as required under Section 5.K of the Vandengate Development Agreement; and
Whereas, on April 22, 2026, the Applicant provided the City of Vacaville with written authorization to process an amendment to the Vandengate Development Agreement to remove the requirement to pay a CBC fee under Section 5.K of the Vandengate Development Agreement; and
Whereas, the City Council finds that the proposed amendment is necessary to ensure compliance with City Council direction and so that the Applicant has formal documentation of no longer needing to pay the CBC fee.

Now, therefore, the City Council of the City of Vacaville does ordain as follows:

Section One. The City Council approves the First Amendment to the Development Agreement (“First Amendment”) as shown in Exhibit B, which is attached and hereby incorporated herein.

Section Two. The City Council has reviewed the requested amendment for the Vandengate Development Agreement, as shown in Exhibit B hereto, and adopts findings of fact pursuant to Vacaville Municipal Code Section 14.17.050.020 (Amendment of Development Agreement), hereby attached as Exhibit A.

Section Three. The City Council finds that the First Amendment, attached hereto as Exhibit B, is necessary to ensure that said lands ultimately are used for the purposes that are most appropriate and most beneficial from the standpoint of the City as a whole.

Section Four. If any section, subsection, phrase, or clause of this ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, phrase, or clause thereof, irrespective of the fact that Item 11.b
any one or more sections, subsections, phrases, or clauses be declared unconstitutional.

Section Five. This ordinance shall take effect thirty (30) days after passage thereof.

Section Six. This ordinance shall be published in accordance with the provisions of Government Code Section 36933.

I hereby certify that this ordinance was introduced at a regular meeting of the City Council of the City of Vacaville, held on the 23rd day of June, 2026, by the following vote:

Ayes:

Noes:

Absent:

Attest:
_______________________________
Michelle A. Thornbrugh, City Clerk
List of Exhibits
Exhibit A – Findings of Fact
Exhibit B – First Amendment to Development Agreement
Item 11.b
Exhibit A to Ordinance No.

Findings of Fact
Vandengate Development Agreement Amendment Ordinance
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
File No. 26-040
Code sections referenced below are from the Vacaville Municipal Code (VMC) or California Environmental Quality Act (CEQA) guidelines, unless otherwise specified.

Development Agreement Amendment Findings
VMC Section 14.17.050.020 (Amendment to Development Agreement) A. When adopting an amendment to a development agreement, the City Council shall make findings, including, but not limited to, the following:

1. The First Amendment is consistent with the provisions of Division 14.17 of the Vacaville Land Use and Development Code;
Finding: The requested amendment meets this finding, because: (1) VMC Division

14.17 allows for the amendment of the term of a development agreement through the same process as the original agreement; (2) the Applicant has authorized the City to pursue the amendment in accordance with VMC Division 14.17; (3) the amendment is consistent with City Council’s direction; and (4) the City has provided public noticing to advertise the amendment and public hearings before the Planning Commission and City Council.

2. That the First Amendment is consistent with the original intent of the Development Agreement; and
Finding: The requested amendment meets this finding, because: (1) the Development Agreement remains in full force and effect; and (2) the requested revision is consistent with City Council direction to remove the Community Benefit Contribution fee from any active development agreements.

Item 11.b
2 3. That the First Amendment would not be detrimental to the public health, safety, or welfare of the community.

Finding: The requested amendment meets this finding, because: (1) the amendment does not change or alter any obligations by either party, except in a manner that is required to comport with City Council direction to remove the CBC fee for reasons set forth in the Council’s action at that time; (2) the original project and development agreement was found to not be detrimental to the public health, safety, or welfare of the community, and the amendment will be consistent with the original project; (3) the project provides a diversity of single family lot sizes; and (4) the project fulfills pressing land use needs in the City, namely the provision of additional housing and additionally the provision of appropriate environments for moderate- and above-moderate-income housing and including housing designed to attract business executives and professionals.

Development Agreement Amendment Conclusion
Based on the findings of fact above, the project meets the criteria for adopting the requested development agreement amendment.

Item 11.b
Exhibit B to Ordinance No.

Vandengate Development Agreement Amendment
Draft First Amendment to Development Agreement
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
Development Agreement Amendment
File No. 26-040

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Vacaville
650 Merchant St.

Vacaville, CA 95688
Attention: City Clerk
Record for the Benefit of
the City of Vacaville and Recording
Fees Exempt Pursuant to Government
Code § 27383
APNs: 0137-010-140 Space Reserved for Recorder's Use Only

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT

BY AND BETWEEN THE CITY OF VACAVILLE

AND VANDEN COVE, LLC

REGARDING THE DEVELOPMENT OF REAL PROPERTY COMMONLY

REFERRED TO AS VANDENGATE
___________________________________
DATE

Item 11.b
This FIRST AMENDMENT (“First Amendment”) to the DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF VACAVILLE AND VANDEN COVE,

LLC REGARDING THE DEVELOPMENT OF REAL PROPERTY COMMONLY REFERRED TO AS VANDENGATE (the “Development Agreement”) is entered into this ___ day of _______, 2026, by and among VANDEN COVE, LLC, a California LLC (“Developer”), and the CITY OF VACAVILLE, a California municipal corporation (“City”). Developer and City may be referred to herein each as a “Party” and collectively as the “Parties”.

This First Amendment is entered into on the basis of the following facts, understanding and intentions of the Parties:

RECITALS:

A. City and Forecast Land Investment, LLC entered into the Development Agreement, dated as of September 25, 2018, and recorded in the Official Records of Solano County as Document No. 201800084469.

B. Forecast Land Investment, LLC has transferred the property to Vanden Cove, LLC, who inherited all obligations under the Development Agreement pursuant to Section 15 (Transfers and Assignments) of the Development Agreement, and is the fee owner of the Property subject to the Development Agreement under Section 3.A of the Development Agreement and described in Exhibit A to this First Amendment.

C. The Development Agreement is in full force and effect and a binding obligation of the Parties. Neither City nor Developer is in default in the performance of its obligations under the Development Agreement.

D. On June 28, 2022, the City Council of the City of Vacaville directed City staff to remove the obligation to pay a Community Benefit Contribution (CBC) fee under Section 5.K of the Development Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other valuable consideration, the Parties hereto agree to the following:

1. Defined Terms. All capitalized terms used herein shall have the meanings given in the Development Agreement, except as expressly otherwise defined in this First Amendment.

2. Specific Amendment. Section 5.K. (starting at page 17 of the Development Agreement) is hereby deleted in its entirety and replaced with the phrase: “[RESERVED]”.

3. Ratification. Except as expressly modified by this First Amendment, the Development Agreement remains in full force and effect.

4. Counterpart and Electronic Signature. As permitted under the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act of 2000, and the Uniform Electronic Transactions Act (UETA), the parties hereby agree to conduct this transaction by electronic means. This First Amendment may be executed through an electronic signature and may be executed in two or more counterparts, each of which shall be deemed an original, but all of Item 11.b
which together shall constitute one and the same instrument. The parties agree that the electronic signatures appearing on this First Amendment are intended by each party using it to have the same force and effect as the use of a manual signature for the purposes of validity, enforceability, and admissibility.

IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment as of the date first written above.
“CITY”

CITY OF VACAVILLE,
a California Municipal Corporation

John Carli, Mayor
Approved as to form:

Andria Borba, City Attorney
“DEVELOPER”
Vanden Cove, LLC
a California limited liability company
By:_____________________________
Name:

Title:

Item 11.b
Item 11.b

EXHIBIT A
The Property

PARCEL ONE
BEING A PORTION OF LOT 8 AS SHOWN ON THE MAP ENTITLED “MODERN HOMESTEAD ASSOCIATION” FILED IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, CALIFORNIA, ON JUNE 7, 1915, IN BOOK 5 OF MAPS AT PAGE 13, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A STRIP OF LAND 45 FEET WIDE, THE EASTERLY LINE OF WHICH IS PARALLEL WITH AND 45 FEET EASTERLY OF THE CENTERLINE OF VANDEN ROAD (COUNTY ROAD NO. 186) SAID POINT BEING THE SOUTHWEST CORNER OF SAID LOT 8, THENCE ALONG SAID CENTERLINE NORTH 00°09′15″ EAST 219.75 FEET TO THE

SOUTHWEST CORNER OF THE LAND DESCRIBED IN THE DEED TO FORECAST LAND INVESTMENT LLC RECORDED ON JANUARY 13, 2006 UNDER RECORDERS SERIES NUMBER 2006-06146, IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, STATE OF CALIFORNIA; THENCE CONTINUING ALONG SAID CENTERLINE NORTH 00°09′15″ EAST, 411.63 FEET TO THE NORTHWEST CORNER OF SAID PARCEL (2006-06146); THENCE LEAVING SAID CENTERLINE SOUTH 89°34′28″ EAST 45.00 FEET TO THE SOUTHWEST CORNER OF LOT 42 AS SAID LOT IS SHOWN ON THE MAP ENTITLED “STERLING CHATEAU UNIT FOUR” FILED IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, CALIFORNIA, ON JUNE 25, 2014, IN BOOK 88 OF MAPS AT PAGE 25, SAID POINT HEREINAFTER REFERRED TO AS POINT ‘A’; THENCE SOUTH 00°09′15″ WEST 411.63 FEET TO A POINT ON THE SOUTH LINE OF SAID PARCEL (2006- 06146); THENCE ALONG SAID SOUTH LINE NORTH 89°34′28″ WEST 45.00 FEET TO THE POINT OF BEGINNING.

PARCEL TWO
BEING A PORTION OF REMAINDER 1 PARCEL AS SHOWN ON THE MAP ENTITLED “STERLING CHATEAU UNIT FOUR” FILED IN THE OFFICE OF THE COUNTY RECORD COUNTY, CALIFORNIA, ON JUNE 25, 2014, IN BOOK 88 OF MAPS AT PAGE 25, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE AFOREMENTIONED POINT ‘A’ AND THENCE ALONG THE SOUTHERLY LINE OF LOT 42 OF SAID MAP (88 M 25) SOUTH 89°34′28″ EAST 128.26 FEET TO THE SOUTHWEST CORNER OF SAID REMAINDER 1 PARCEL, AND THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID LINE AND ALONG THE EXTERIOR BOUNDARY OF SAID REMAINDER ONE PARCEL NORTH 32°11′27″ EAST

21.19 FEET; THENCE ALONG A NON-TANGENT CURVE TO THE LEFT, WHOSE RADIUS POINT BEARS NORTH 45°33′42″ EAST 60.00 FEET, THROUGH A CENTRAL ANGLE OF 30°57′12″, AND AN ARC LENGTH OF 32.41 FEET; THENCE LEAVING SAID EXTERIOR BOUNDARY LINE SOUTH 32°11′27″ WEST 2.55 FEET TO A POINT ON SAID EXTERIOR BOUNDARY LINE; THENCE ALONG SAID EXTERIOR BOUNDARY LINE NORTH 89°34′28″ WEST 37.64 FEET TO THE POINT OF BEGINNING.

Item 11.b
ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:

BEING A PORTION OF LOT 8 AS THE SAME IS SHOWN ON THE MAP ENTITLED “MODERN HOMESTEAD ASSOCIATION” FILED IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, CALIFORNIA, ON JUNE 7, 1915, IN BOOK 5 OF MAPS AT PAGE 13, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE CENTERLINE OF VANDEN ROAD (COUNTY ROAD NO. 186) SAID POINT BEING THE SOUTHWEST CORNER OF SAID LOT 8, THENCE ALONG SAID CENTERLINE NORTH 00°09′15″ EAST 219.75 FEET TO THE

SOUTHWEST CORNER OF THE LAND DESCRIBED IN THE DEED TO FORECAST LAND INVESTMENT LLC, RECORDED ON JANUARY 13, 2006 UNDER RECORDERS SERIES NUMBER 2006-06146, IN THE OFFICE OF THE COUNTY RECORDER OF

SOLANO COUNTY, STATE OF CALIFORNIA, BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID CENTERLINE NORTH 00°09′15″ EAST 411.63 FEET TO THE NORTHWEST CORNER OF SAID PARCEL (2006-06146); THENCE LEAVING SAID CENTERLINE SOUTH 9°34′28″ EAST 45 FEET TO THE SOUTHWEST CORNER OF LOT 42 AS SAID LOT IS SHOWN ON THE MAP ENTITLED “STERLING CHATEAU UNIT FOUR” FILED IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO COUNTY, CALIFORNIA, ON JUNE 25, 2024, IN BOOK 88 OF MAPS AT PAGE 25, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE ALONG THE SOUTH LINE OF SAID LOT 42 SOUTH 89°34′28″ EAST 165.86 FEET; THENCE LEAVING SAID SOUTH LINE SOUTH 32°1127″ WEST 18.14 FEET; THENCE SOUTH 00°23′07″ WEST 109.97 FEET; THENCE NORTH 89°36′53″ WEST 155.79 FEET; THENCE NORTH 00°09′15″ EAST 125.50 FEET TO THE POINT OF BEGINNING.

BEING THE SAME PARCEL OF LAND DESCRIBED AS PARCEL A IN THAT CERTAIN

CERTIFICATE OF COMPLIANCE FOR WAIVER OF PARCEL MAP LOT LINE ADJUSTMENT WAIVER NO. 19-06, RECORDED FEBRUARY 21, 2020, INSTRUMENT NO. 202000013765, OFFICIAL RECORDS.

Item 11.b
Fry Rd
Midway Rd
Pleasants Valley Rd
Peabody Rd Marshall Rd
Alamo Dr
Vaca Val ley Pkwy
E Monte Vista Av
Vanden Rd
N Orchard Av
Fruitvale Av
Davis St
Yellowstone Dr
S Orchard Av
Foothill Dr
Mills Ln
Merchant St
W Monte Vista Av
Vaca Station Rd
N Alamo Dr
Foxboro Pkwy
%&'(80
Farrell Rd
Byrnes Rd
Allison Dr
Browns Valley Pkwy
Browns Valley Rd
Elmira Rd
Ulatis Dr
Buck Av
Gibson Canyon Rd
%&'(80
%&'(505
Hawkins Rd
Alamo Dr
Orange Dr Nut Tree Pkwy
Vaca Valley Pkwy
California Dr
Leisure Town Rd
Nut Tree Rd
Lewis Rd
Lagoon Valley Rd
Project Site
City of Vacaville
Location Map
Vandengate Development
Agreement Amendment
Community & Economic
Development Department N Project Site
City Limits
Item 11.b
inovotalReooxds:
\&F810-69818600844884
99554/2018/
APN 137-010-080 and 137-010-090
Description Amount
$0.00
$0.00
Total Amount Due $0.00
$0.00
Enjoy the Rest of Your Day
i

PLEASE KEEP FOR YOUR REFERE
Order #:

Status
Tender Breakdown
Cash
WHEN RECORDED MAIL TO:Michelle ThornbrughCity ClerkCity of Vacaville650 Merchant Street, Vacaville, CA 95688

RECORDING FEESEXEMPT PURSUANT TO
GOVERNMENT CODE §27383
RECORDING REQUESTED BY:

City of Vacaville
Official Documents
Document 201800084469AGREEMENT
No Fee
CITY OF VACAVILLEAR51Receipt #: 00801247 12/14/20
Vandengate, Development Agreement
9-20-18
20181214000141
Paid

DEVELOPMENT AGREEMENT

BY AND BETWEEN THE CITY OF VACAVILLE

AND FORECAST LAND INVESTMENT, LLC

REGARDING THE DEVELOPMENT OF REAL PROPERTY COMMONLY REFERRED

TO AS VANDENGATE
September 25, 2018
DATE
Marc C. Tonnesen
Solano County
Assessor/Recorder
675 Texas Street, Suite 2700
Fairfield, CA 94533
(707) 784-6290 / Vitals: (7
Item 11.b
99 RECITALS
This Agreement is made with reference to the following facts:

A. In order to strengthen the public planning process, encourage private participation in 'Development Agreement Legislation”). The Development Agreement Legislation authorizes 66 B. Developer has a. legal and/or equitable interest in certain real property consisting of C. Developer intends to develop the Project Site as a master planned community, consisting 66Project”).

D. The parties now desire to set forth their understandings and agreement concerning the 2 limited liability company (the “Developer”) and the CITY OF VACAVILLE, a municipal corporation (the “City”), pursuant to the authority of Sections 65864 through 65869.5 of the California Government Code, and Division 14.17 of the Vacaville Municipal Code. City and Developer are also referred to hereinafter individually as “party” or collectively as the “parties. comprehensive planning and reduce the economic costs of development, the Legislature of the State of California enacted Section 65864 et seq. of the California Government Code (the of approximately fort-three new single-family dwelling units, future development of two additional lots identified as “Phase II” on the Vesting Tentative Map, together with the continuation of Maverick Drive, widening of Vanden Road adjacent to the Project Site, and other uses all as more specially described in the Project Approvals (as hereinafter defined) and in the Subsequent Approvals (as hereinafter defined) as and when they are adopted, approved or issued, and certain off-site improvements to be constructed in connection therewith (the vesting of certain rights including the Vacaville General Plan (the “General Plan”) and the Residential Low Density zoning and development requirements for the Project. In executing this Agreement, Developer recognizes that the use and development of the Project Site are subject to approximately 9.36 acres commonly referred to as Vandengate, located in Vacaville, California, east of Vanden Road, and south of the Sterling Chateau 4 Development south of Alamo Drive, as generally shown in Exhibit A, entitled “Project Site”, attached hereto and incorporated herein by reference, and more particularly described in Exhibit A-1, entitled “Legal Description of Project Site”, attached hereto and incorporated herein by reference (“Project Site”).

Vandengate, Development Agreement
9-20-18
THIS DEVELOPMENT AGREEMENT (the “Agreement”) is entered into this 25 day of September, 2018, by and between FORECAST LAND INVESTMENT, LLC, a California City to enter into a development agreement for the development of property with any person having a legal or equitable interest in real property. City has authorized the undertaking of development agreements within the City of Vacaville and has established procedures for entering into development agreements through the adoption of Division 14.17 of the Vacaville Municipal Code.

DEVELOPMENT AGREEMENT

BY AND BETWEEN THE CITY OF VACAVILLE

AND FORECAST LAND INVESTMENT, LLC

REGARDING THE DEVELOPMENT OF REAL PROPERTY COMMONLY REFERRED

TO AS VANDENGATE
Item 11.b
E. City acknowledges that Developer’s agreement to make the commitments herein furthers E In exchange for the Public Benefits to City described in this Agreement, together with G. City has given the required notice of its intention to adopt this Agreement and has H. On August 21,2018, City’s Planning Commission (the “Planning Commission”), the 3 initial hearing body for purposes of development agreement review, unanimously recommended approval of this Agreement. On September 25, 2018, City’s City Council (the “City Council”) adopted its Ordinance No. 1930 approving this Agreement and authorizing its execution. other benefits that will result from the development of the Project Site, the parties now desire to set forth their understandings and agreement concerning the vesting of Developer’s right to develop the Project Site in accordance with the Project Approvals (as hereinafter defined).

Developer will receive by this Agreement certain assurances concerning the conditions under which Developer may proceed with the Project and, therefore, desires to enter into this Agreement.
conducted public hearings thereon pursuant to Government Code Section 65867. As required by Government Code Section 65867.5, City has found that the provisions of this Agreement and its purposes are consistent with the goals, policies, standards and land use designations specified in City’s General Plan.
the grant of certain Subsequent Approvals, which are hereinafter defined and identified.

Developer recognizes that the Subsequent Approvals are subject to review by City’s planning staff, public hearings and discretionary approvals by the appropriate decision-making body(ies) in accordance with the terms and conditions of this Agreement, and are further subject to the requirements of the California Environmental Quality Act, Public Resources Code §§21000, et seq.. the CEQA Guidelines, 15 California Code of Regulations §815000 et sea.. and City’s local regulations, policies and guidelines (collectively referred to as “CEQA”) to the degree that the environmental impacts of the Subsequent Approvals have not already been reviewed in accordance with CEQA such as the environmental impact report developed for this Agreement and the Project Approvals. City has also adopted a mitigation monitoring and reporting program (the "MMRP") to ensure that those mitigation measures incorporated as part of, or imposed on, the Project are enforced and completed. Those mitigation measures for which Developer is responsible are incorporated into, and required by, the Project Approvals.

Vandengate, Development Agreement
9-20-18
the City’s efforts for development of the Project Site and that such commitments constitute a material factor in City’s willingness to approve this Agreement. City also acknowledges that it is willing to provide Developer with the undertaking contained in this Agreement because City has determined that development of the Project Site will provide public benefits that could not be obtained without vested approval of large-scale development including, without limitation, needed community open space, increased tax revenues, coordinated planning of development, installation of both on and off-site public infrastructure, creation of additional needed local employment opportunities, creation of additional housing opportunities, the economic and social benefits associated with development of City’s roadway network within the Project area, and funding for community benefits and public safety (collectively referred to as the “Public Benefits”).

Item 11.b
I. Developer has secured various environmental and land use approvals, entitlements, and MNP. The Mitigated Negative Declaration (State Clearinghouse No. (1) 66MND").
(2) Development Agreement. On August 21, 2018, following a duly-noticed public (3) Zone Change. On September 25, 2018, following Planning Commission review (4) Vesting Tentative Map. On September 11, 2018, following review and J.
(1) determined that the MND adequately addressed this Agreement and made the findings required by CEQA; and
(2) after a duly-noticed public hearing, made appropriate findings required by K. Applications for land use approvals, entitlements, and permits other than the Project 4 permits relating to the development of the Project (the “Project Approvals”). These Project Approvals include, without limitation, the following:
and recommendation, and after a duly-noticed public hearing, the City Council, by Ordinance No. 1929 approved the rezoning of the Project Site (the “Zone Change”). 2017082003), which was prepared pursuant to CEQA, was unanimously recommended for certification by the Planning Commission on August 21, 2018, and certified with findings by the City Council on September 11, 2018, by Resolution No. 2018-100 (the Division 14.17 of the Vacaville Municipal Code that the provisions of this Agreement are consistent with the General Plan.

Approvals that are necessary to or desirable for the development of the Project Site and that are consistent with the Project (collectively, the “Subsequent Approvals”) have been or will be made by Developer. The Subsequent Approvals may include, without limitation, the following:
amendments of the Project Approvals; design review approvals (including site plan, architectural and landscaping plan approvals); deferred improvement agreements and other agreements relating to the Project; conditional use permits; grading permits; building permits; lot line adjustments; sewer and water connections; certificates of occupancy; subdivision maps (including tentative, vesting tentative, parcel, vesting parcel, and final subdivision maps); preliminary and final development plans; re-zonings; encroachment permits; re-subdivisions; and hearing, City’s Planning Commission, made the appropriate findings required by Division

14.17 of the Vacaville Municipal Code, and recommended that the City Council approve this Agreement. On September 25, 2018, the City Council adopted Ordinance No. 1930 approving and authorizing the execution of this Agreement.

Immediately prior to the approval of this Agreement, the City Council took the following actions:
recommendation of the City’s Planning Commission, and after a duly-noticed public hearing, the City Council, by Resolution No. 2018-100, approved Developer’s request for a vesting tentative map to subdivide the project site in 44 single family lots (43 lots for new single family residential development and one remainder lot with an existing single family residential house).

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9-20-18
Item 11.b
L. Developer and City agree that phased final maps may be recorded in substantial M. For the reasons recited herein, City and Developer have determined that the Project is a N. The terms and conditions of this Agreement have undergone extensive review by City’s

AGREEMENT
SECTION 1. EFFECTIVE DATE AND TERM
A. Effective Date
B. Term
5 This Agreement shall become effective on the thirty-first (31st) day following the later of: (i) the adoption by the City Council of the ordinance approving this Agreement; or (ii) receipt of the certified results of a referendum election challenging such ordinance or approval of this Agreement (the “Effective Date”).
conformance with the Vesting Tentative Map. These final maps will trigger the installation of public improvements by Developer to serve the Project.
development for which this Agreement is appropriate. This Agreement will eliminate uncertainty regarding Project Approvals (including the Subsequent Approvals), thereby encouraging planning for, investment in and commitment to use and develop the Project Site. Continued use and development of the Project Site will in turn provide substantial housing, employment, and property and sales tax benefits as well as other benefits to City, and contribute to the provision of needed infrastructure for area growth, thereby achieving the goals and purposes for which the Development Agreement Legislation was enacted.

This Agreement shall commence upon the Effective Date and shall remain in effect for a term of ten (10) years after the Effective Date (the “Term”), unless said Term is terminated, modified, or extended as expressly set forth in this Agreement, or by the mutual written agreement of the parties.
staff, Planning Commission and City Council at publicly-noticed meetings and have been found to be fair, just and reasonable and in conformance with the General Plan, the Development Agreement Legislation, and Division 14.17 of the Vacaville Municipal Code and, further, the City Council finds that the economic interests of City’s residents and the public health, safety and welfare will be served by entering into this Agreement. any amendments to, or repealing of, any of the foregoing. At such time as any Subsequent Approval applicable to the Project Site is approved by City, then such Subsequent Approval shall be treated as a “Project Approval” under this Agreement and shall become subject to all the terms and conditions of this Agreement applicable to Project Approvals.

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NOW, THEREFORE, in consideration of the premises, covenants and provi sions set forth herein, the parties agree as follows:

Item 11.b
C. Termination Of Agreement
(1) Expiration of Term. Except as otherwise provided in this Agreement, this (2) Survival of Obligations. Upon the termination or expiration of this Agreement as Contribution”; 5.N., “Water Annexation Fee”; and 5.O., “Roadway Improvements”. (3) Termination by City. Notwithstanding any other provision of this Agreement, a. City complies with all termination procedures set forth in the Development Agreement Legislation,
b. there is an alleged default by Developer and. such default is not cured pursuant to Section 7 of this Agreement,
c. Developer has first been afforded an opportunity to be heard regarding the alleged default before the City Council, and
d. this Agreement is terminated only with respect to that portion of the Project Site to which the default applies.

SECTION 2. OBLIGATIONS OF CITY
A. No Conflicting Enactments; Protection From Moratoria; Exception For 6 Processing Charges, Development Impact Fees Applicable To Project Site”; 5.G, 'Developer Procures Financing for Major Infrastructure”; 5.K., “Community Benefit 6< Development Limitation Due To Lack Of Infrastructure Or Inability Of City To Provide Public Services; Timing Of Project Construction And Completion Agreement shall be deemed terminated and of no further effect upon the expiration of the Term of this Agreement as set forth in Subsection 1 .B of this Agreement. provided herein, neither party shall have any further right or obligation with respect to the Project Site under this Agreement except with respect to any obligation that is specifically set forth in this Subsection 1 .C.(2) as surviving the termination or expiration of this Agreement. The termination or expiration of this Agreement shall not affect the validity of the Project Approvals (other than this Agreement) for the Project, except that Developer shall continue to comply with the following obligations of this Agreement until Developer’s implementation of the Project Approvals is complete: Sections 5.F., City shall not have the right to terminate this Agreement as it applies to all or any portion of the Project Site before the expiration of the Term hereof unless:

Neither City nor any agency of City shall enact any ordinance, resolution, rule, procedure or other measure that relates to the rate, timing or sequencing of development of the Project Site.

Except as specifically provided herein to the contrary and in accordance with the purpose of the Development Agreement Legislation, the development agreement provisions set forth in Division 14.17 of the Vacaville Municipal Code, and in consideration of the benefits derived by City as recited herein, no future modification of City’s codes or ordinances, or adoption of any code, ordinance, regulation or other action that purports to limit the rate of development over time or alter the sequencing of development phases (whether adopted or imposed by the City Vandengate, Development Agreement
9-20-18
Item 11.b
B. Vested Elements
Vested Elements. 661 »9
(1) The General Plan, approved by the City Council on August 11, 2015, including any amendment thereto enacted prior to the execution of this Agreement. 7 Certain actions of City identified below (the full enactments of which are incorporated herein by reference thereto), are declared binding and not subject to change except if specifically stated to the contrary elsewhere in this Agreement. Such actions are hereinafter referred to herein as the Council or through the initiative or referendum process) shall apply to the Project Site.

However, this Subsection 2.A shall not limit City’s right to ensure that Developer timely constructs and provides all necessary infrastructure to serve the proposed development as a condition of issuance of any City permit, approval or other land use entitlement sought by Developer for the Project Site. Subject to the provisions of Subsection 2.J.(1) of this Agreement, Developer shall install public infrastructure consistent with the Specific Plan phasing plan (called the Phasing Matrix in the Specific Plan), as approved by City, which plan is, or shall be, attached to the conditions of approval of the Tentative Map. City’s Director of Public Works shall have the authority to approve revisions to the public infrastructure phasing plan as future circumstances may warrant in his or her sole judgment, including deviations in the actual phasing of the Project infrastructure from the phasing contemplated at the time of City’s approval of this Agreement.

No part of the Vested Elements may be revised or changed during the Tenn hereof without the consent of the owner of the portion of the Project Site to which the change applies (or that would be affected by any reduction or decrease in rights or increase in burdens caused by such change), unless expressly stated to the contrary elsewhere in this Agreement. The foregoing notwithstanding, applications for permits, entitlements, and other approvals shall be subject to such changes in the General Plan, the Vacaville Municipal Code, City’s zoning code, and other rules, regulations, ordinances and official policies hereinafter adopted (and in effect at the time of the application) that do not conflict with the Vested Elements or materially deprive Developer of the benefits thereof. The Vested Elements shall be effective against, and shall not be amended by, any subsequent ordinance or regulation, whether adopted or imposed by the City Council or through the initiative or referendum process. The Vested Elements are:

In particular, and not in limitation of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984) that the failure of the parties therein to consider and expressly provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the desire of the parties hereto to avoid that result by acknowledging that Developer shall have the right to develop the Project in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment.

Developer shall provide City with periodic updates of Development Projections (as defined in Subsection 5.L, below) to ensure that City will have information necessary to comply with its obligations set forth in this Agreement. However, this Subsection 2.A shall not limit City’s right to impose or modify requirements concerning the timing or commencement of construction based upon the timing or need for such infrastructure or utilities as a conditi on of approval of permits or other entitlements sought by Developer.

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Item 11.b
(2) The Zone Change.
(3) Mitigation measures proposed (and not rejected by City as infeasible) in the (4) Parcel map waivers, tentative parcel maps, tentative subdivision maps, vesting (5) The Vandengate Vesting Tentative Map.
(6) Conditions of Approval related to the project and attached to the approved Resolutions.

C. Subdivision
D. Applicable Subdivision And Safety Regulations; No Conflicting Enactments 8 Except as set forth above, any ordinance, resolution, rule, regulation, standard, directive, condition or other measure adopted or amended subsequently to the Effective Date (each individually referred to as a “City Law”), whether approved by Subsequent Approval or other action by City or by initiative, referendum or other means, that reduces the development rights granted to Developer by this Agreement shall not apply to the Project Site. For the purpose of this Agreement, any City Law shall be deemed to reduce the development rights provided hereby if such City Law would accomplish one or more of the following either by specific reference to tentative parcel maps, vesting tentative subdivision maps, planned developments, conditional use permits, design review approvals and other zoning entitlements or discretionary approvals by City with respect to portions of the Project Site, subject to the provisions of Subsections 2.C and 2.D, below.

Mitigated Negative Declaration with respect to the Specific Plan and related development project actions for the Project Site.

Nothing herein contained shall be deemed to prevent City from amending the laws, ordinances, uniform codes, rules or regulations pertaining to or imposing health and safety, fire protection, mechanical, electrical, plumbing, grading and/or building requirements or other requirements that would be defined as “ministerial” under CEQA pertaining to new construction or development in the City, including the Project, when such amendments are enacted or adopted prior to the issuance of a building permit for the Project (or portion thereof), in which case such amendments shall apply to the Project (or portion thereof).

Developer shall have the right from time to time to file applications for subdivision maps, parcel map waivers and/or parcel maps with respect to some or all of the Project Site in order to reconfigure the parcels comprising the Project Site as may be necessary or desirable to develop a particular phase of the Project Site or to lease, mortgage or sell a portion of the Project Site.

Nothing herein contained shall be deemed to authorize Developer to subdivide or use the Project Site, or any portion thereof, for purposes of sale, lease or financing in any manner that conflicts with the pro visions of the Subdivision Map Act, Government Code § § 66410 et seq., or with the Vacaville Municipal Code; nor shall this Agreement prevent City from enacting or adopting changes in the methods and procedures for processing subdivision and parcel maps so long as such changes do not preclude or materially burden or delay Developer’s realization of the rights conferred under the Vested Elements.

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Item 11.b
Limit or reduce the density or intensity of the Project, or any part thereof, or (1) (2) Change any land uses or other permitted uses of the Project Site until the Project, (3) Limits or controls the rate, timing, phasing or sequencing of the approval, (4) Except as otherwise permitted by this Agreement, enforce or apply any City Law (5) Require the obtainment of additional discretionary permits or approvals by City 9 other than those required by applicable law or which City is required to impose by the authority of the state or federal government or of special districts or agencies that are not subject to the authority of City and whose jurisdiction extends to the Project Site. the Project or as part of a general enactment that applies to or affects construction or development in the City:
development or construction of all or any part of the Project in any manner so long as all necessary infrastructure adequate to serve such development or construction is constructed or provided by Developer, unless otherwise expressly provided for in this Agreement.
or portion thereof, has been completed as evidenced by issuance of a certificate of occupancy by City’s Building Division (or completion of final inspection if no certificate of occupancy is required).
otherwise require any reduction in the square footage or number of proposed buildings or other improvements. However, this provision shall not require City to increase the density of allowable development on the Project Site to offset or compensate for a reduction in density resulting from state or federal laws including, but not limited to, laws relating to airport safety or wetlands, species or habitat protection, preservation or restoration. The foregoing provision is not intended to limit Developer’s legal rights against state or federal authorities imposing such laws, but is intended to disallow suit against City due to the impact of such laws upon the Project and to free City from any obligation to increase the density of development, whether commercial or residential or otherwise, in one area of the Project Site due to reduction in available, developable lands in other areas of the Project Site other than as set forth in the Specific Plan. City, however, agrees to cooperate with Developer in Developer’s attempt to mitigate or minimize the impacts from such reductions in density on the overall development of the Project Site. As used in the preceding sentence, City’s duty to “cooperate” with Developer does not include the obligation to contribute financially to such attempts by Developer.
to the Project that is not uniformly applied on a city-wide basis to substantially similar types of development projects and project sites with similar land use designations. The foregoing notwithstanding, City shall be allowed to establish zones of benefit, rate zones, benefit districts, assessment districts or similar financing mechanisms, which may apply to the Project Site, so long as the costs associated with such zones, districts or mechanisms are: (i) uniformly applied to all similar uses within the affected zone, district or area, and (ii) not exclusively imposed upon or assessed against the Project.

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Item 11.b
(6) Impose or enforce any City ordinance or regulation, which controls commercial rents charged within the Project Site.

E. Processing Of Pro ject Applications
(1) Due Diligence by City. City will accept, make completeness determinations, and a. the processing of applications for and issuance of all discretionary the holding of any required public hearings; andb.
c. the processing of applications for and issuing of all ministerial approvals. (2) Fast Track Processing. City has a Customer Service Plan with timelines for the (3) Relocation of Easements. Upon Developer’s request, City shall use its best efforts (excluding financial assistance) to assist Developer in:
a. locating any new public easements required for the Project so as to minimize interference with development of the Project; and b. Developer’s efforts to relocate or remove easements to facilitate development of the Project.

F. Relationship And Integration With City’s Planned Growth Ordinance; Building Commencing in the calendar year in which the first tentative subdivision map for (1) io
approvals requiring the exercise of judgment and deliberation by City, including without limitation, the Subsequent Approvals;
the Project, or any portion thereof, is approved by City and for each calendar year thereafter (effective on January 1 of each such year) during the Term of this Agreement, This Subsection 2.F. shall be considered an approved “Phasing Plan” that satisfies Vacaville Municipal Code § 14.05.044.030.A.5. City hereby exempts fifty-eight (58) residential building permits for the Project from the building permit allocation process of City’s Planned Growth Ordinance (Vacaville Municipal Code, Division 14.05), as follows:
process, promptly and diligently, to completion all applications for Subsequent Approvals for the Project, in accordance with the terms of this Agreement, including, but not limited to, the following:

Subject to staffing availability, City shall use its best efforts to commit the necessary time and resources of City staff to work with the Developer on the timely processing of the necessary applications for entitlements needed for the Project.
processing of project applications. Subject to staffing availability, City will use its best efforts to process plan checks and permitting requests for the Project in. accordance with such Plan, as may be amended from time to time.

Permit Allocations; Obligation Of Developer To Designate Persons To Whom Permits Are To Be Allocated
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Item 11.b
(2) Should Developer propose to assign the annual allocation, or any portion thereof. (3) In the event there is no assignment of the annual building permit allocation by City G. Undergrounding Of Public Utilities
H. Coordination Of Construction Of Offsite Improvements I. Environmental Mitigation
InfrastructureJ.
(1) Infrastructure Phasing Flexibility. Notwithstanding the provisions of any 11 phasing requirements in the Project Approvals, Developer and City recognize that economic and market conditions may necessitate changing the order in which the to a Project builder other than Developer, Developer shall submit to City’s Director of Community Development an application for assignment identifying such other builder(s) and the number(s) of permits proposed to be allocated. The application shall be submitted to the Director within the time period specified by and approved by the Director. and subject to the limits set forth in Subsection 2.F.(1), City shall issue building permits under the Phasing Plan on a first-come first-served basis.

Developer shall underground power, cable TV, communication and telephone lines, if any, at Developer’s cost.

Developer acknowledges that certain offsite improvements may be necessary and required by City in order to develop the Project Site or mitigate the environmental impacts of the Project Site.
'lb the extent permitted by law, City shall not impose upon the Project any mitigation measures other than those specifically imposed by the Project Approvals or the MMRP adopted concurrently with the Project Approvals, as authorized by the Vacaville Municipal Code or the Specific Plan. City shall not impose additional mitigation measures on the basis that the EIR fully analyzes the environmental impacts of the Project, thereby alleviating the need for additional environmental review except under the circumstances described in Section 21166 of the Public Resources Code. To the extent permitted by law, City shall, in connection with any Subsequent Approval, adopt statements of overriding consideration recognizing the specific economic, social and other benefits of the Project that outweigh and make infeasible any additional mitigation measures.

City shall allocate fifty-eight (58) assignable residential building permits for the Project to Developer. If, in any calendar year, Developer fails to use the total allocation of permits for that year, the unused portion of such annual allocation shall be carried over and added to Developer’s succeeding year’s allocation. Such “carry-over” shall apply to that succeeding year only and shall not be carried over to any year thereafter. The allocations provided for in this Subsection 2.F.(1) shall automatically apply and shall not require any formal application or request by Developer for such annual reservation of building permits.

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Item 11.b
(2) Infrastructure Capacity. Subject to Developer’s installation of infrastructure in K. Model Homes
SECTIONS. PROPERTY SUBJECT TO THIS DEVELOPMENT AGREEMENT A. Property Subject To This Agreement
All of the property described in Exhibit A-1 shall be subject to this Agreement.

B. Term Of Subdivision Maps And Other Project Approvals (1) The term of any vesting tentative subdivision map relating to the Project Site, or I
12 any part thereof, and the term of any subdivision improvement agreement related to development of the Project Site, or any portion thereof, shall coincide with the Term of Prior to recordation of any small-lot final map (as defined below in this Subsection 2.K.) that creates individual single-family residential lots or parcels, City agrees to issue, to the extent permissible by any relevant laws, building permits and certificates of occupancy (or completion of final inspection if no certificate of occupancy is required) for the construction of model homes (and related model home complex structures) that Developer shall use for the purpose of promoting the sale of single-family residential units within the Project, subject to Developer’s compliance with City’s standard specifications and standard drawings, standard design review and building permit procedures; provided, however, in no event shall City be required to issue more than five (5) building permits for the construction of such model homes and in no event shall De veloper be permitted to sell, transfer or convey any interest in any model home until and unless a small-lot final map has been recorded on that portion of the Project where the model home is located. As used in this Agreement, “small-lot final map” shall mean a final subdivision map that subdivides property in to individual lots or parcels for single-family residences. infrastructure of the Project is constructed. For this reason, City and Developer hereby agree that should it become necessary or desirable to develop any portion of the Project’s infrastructure in an order that differs from the order set forth in the Project Approvals, Developer and City shall collaborate and City shall permit any modification requested by Developer so long as such infrastructure is adequate to serve that portion of the Project being developed and there are no adverse impacts to existing infrastructure or proposed infrastructure for future portions of the Project, the determination of which shall be made solely by City’s Director of Community Development and City’s City Engineer. accordance with the requirements of the Project Approvals and payment to City of the appropriate development impact fees and service fees, City hereby acknowledges that it will have, and shall reserve, sufficient capacity in its infrastructure, services and utility systems, including, without limitation, traffic circulation, storm drainage, flood control, sewer treatment, sanitation service and, except for reasons beyond City’s reasonable control, water supply, treatment, distribution and service, as and when necessary to serve the Project as it is developed. To the extent that City renders such services or provides such utilities, City hereby agrees that it will serve the Project and that there shall be no restriction, except below, on hookups or service for the Project except for reasons beyond City’s reasonable control.

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Item 11.b
(2) The term of any conditional use permit, design review approval, planned A. Community Facilities District Annexation
B. Landscaping, Lighting and Maintenance Assessment Districts 13 Notwithstanding anything to the contrary in this Agreement, the Term of this Agreement shall be subject to termination by City (but not by Developer) for failure on the part of Developer to achieve the objectives stated below, subject to the provisions of this Agreement relating to permitted delays and delaying causes. Developer’s performance in achieving these objectives shall be considered and evaluated as part of the Annual Review as provided in Section 8 of this Agreement. The objectives to be achieved by Developer are:
development or other zoning entitlement or discretionary approval for development of any portion of the Project Site shall be one (1) year, which period of time may be extended for two (2) additional one (1) year terms by the decision maker having decision-making authority over such time extension. However, any such permit, approval, or entitlement shall continue in effect and shall not require a time extension if:
(i) in the case of a residential use (i.e. single-family residences), the building foundation for at least one (1) residential structure is installed and completed and, thereafter, Developer diligently continues construction towards completion or, (ii) in the case of a non-residential use (i.e. commercial, industrial and other non-residential uses), Developer obtains a building permit and diligently continues construction towards completion.

Developer shall apply for and procure adoption by City of such resolutions and actions as may be required to annex the Project Site to the appropriate existing Lighting, Landscaping and Maintenance Districts (the “LLMD”) prior to the recording of the first small lot final map creating individual residential lots or parcels on the Project Site. The purpose of the LLMD is to pay City for the cost to maintain improvements on or about the Project Site that are to be dedicated to City including, but not limited to: (i) the neighborhood park, (ii) the setback landscaping, (iii) the street lighting, and (iv) storm water detention basin. City shall complete the Developer shall annex the Project Site to the Southtown Community Facilities District (“CFD11 ”) prior to and as a condition of approval of the first small-lot final map creating single-family residential lots or parcels on the Project Site. The purpose of the CFD-11 is to pay for impacts to City services from the Project, including fire protection and law enforcement services. City shall complete the annexation before the recordation of the first final map creating individual singlefamily residential lots or parcels on the Project Site. this Agreement. Upon the termination or expiration of this Agreement, the term of such map shall expire. However, should the Term of this Agreement, be extended, the term of such map shall likewise be extended to coincide with the extended Term of this Agreement subject to any processing requirements required therefor. In no event, however, shall the term of such maps be for a term longer than ten (10) years unless otherwise agreed to by the parties by amendment of this Agreement.

SECTION 4. MATERIAL OBLIGATIONS OF DEVELOPER; TERMINATION FOR

BREACH OF SUCH OBLIGATIONS
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Item 11.b
A. No Obligation To Develop
B. General Obligations
C. Infrastructure Construction; Dedication Of Land, Rights of Way And Easements 14 Developer shall dedicate, without compensation, deduction, or credit, road rights-of-way, utility and other easements required for development of the Project in accordance with the Vested Elements. City shall cooperate with Developer and use its best efforts to bring about construction of the infrastructure required for the development contemplated in the Vested Elements that is beyond Developer’s control, including county, state, or federal participation in such construction and, when appropriate, as determined by City in its sole discretion, through the annexation before the recordation of the first final map creating residential lots or parcels on the Project Site.

Developer shall pay the full costs of all on-site infrastructure for the Project Site and its proportionate share of off-site infrastructure necessary to serve the Project, subject to any o versizing requirements deemed appropriate by City. Any over-sizing shall be reimbursed to Developer in accordance with the provisions of City’s benefit district ordinance (Division 14.15 of the Vacaville Municipal Code). Any benefit district set up for the Project shall funded by the Developer. In order to fund the construction of on-site “backbone” infrastructure, such as drainage improvements, Developer may utilize those financing mechanisms deemed appropriate by City, which shall not involve or require the payment of any City funds for such improvements.

Developer shall have no obligation to initiate or complete development of any phase of the Project within any period of time except: (i) as provided in Subsection 2. A of this Agreement; (ii) the obligations otherwise stated in a separate agreement or undertaking that is part of the Vested Elements or that is entered into in connection with any community facilities or assessment district creation or financing; (iii) the conditions for commencement of construction stated in any conditional use permit, design review approval or entitlement or approval for construction of specific improvements on a specific parcel; or (iv) as provided in the Subdivision Map Act (Gov’t Code §§ 66400 et seq.) or Divisions 14.11 (“Subdivisions”) or 14.12 (“Dedications and Improvements”) of the Vacaville Municipal Code, as applied to subdivision improvement agreements. Failure to undertake and complete the matters identified in this Section 5. A. shall constitute a material breach of this Agreement for which this Agreement may be terminated by City if such breach is not cured as provided in this Agreement.

As consideration for City entering into this Agreement, Developer agrees that it will comply with all Project Approvals and Subsequent Approvals. The parties acknowledge that the execution of this Agreement by City is a material consideration for both Developer’s acceptance of, and agreement to comply with, the terms and conditions of the Project Approvals and Subsequent Approvals.

SECTION 5. DEVELOPER’S OBLIGATIONS FOR WHICH CITY MUST ALLOW

DEVELOPER RIGHT TO CURE DEFAULT
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9-20-18
Item 11.b
D. Developer Funding Of Infrastructure Shortfalls
E. No Mineral Exploitation; Water Rights; Closure And Transfer Of Existing Water Wells And Water System
F. Processing Charges, Development Impact Fees Applicable To Pro ject Site (1) New Regulatory or Development Impact Fees. Nothing herein contained shall 15 be construed to prevent City from enacting new regulatory fees or development impact fees that may be imposed on all or portions of the Project Site or development thereof provided: (i) the amount charged has been determined in accordance with all applicable law; and (ii) Developer is given credit for: (a) fees previously paid, and (b) the fair value exercise of the power of eminent domain so long as funds are available therefor without cost or expense to City, either from bond sales proceeds, cash payments, or a combination thereof.

In the event a public agency responsible for making certain area-wide infrastructure improvements lacks sufficient funds to complete such improvements that are required to be constructed as part of the Vested Elements, including, but not limited to, sewer, water, roadway and intersection improvements, and/or storm drain facilities needed to serve the Project, Developer shall have the option of proceeding with the development of such improvements at Developer’s cost upon Developer’s procurement of a source of funds, reasonably acceptable to City, that is sufficient to pay for or make up the shortfall in funding for such improvements.

No portion of the Project Site may be utilized for the placement of water wells or the extraction of water by Developer or any successor in interest. City shall have the sole and exclusi ve right to all water, rights in water, or the placement of wells and use of water underlying the Project Site, whether above or below five hundred (500) feet of the surface and this provision shall constitute a transfer of all such water rights to City effecti ve upon the Effecti ve Date of this Agreement.

No portion of the surface and no portion of the Project Site lying within five hundred (500) feet of the surface of the land may be utilized for extraction of oil, gas, hydrocarbon or any other mineral, metal, rock or gravel or any activities associated with or ancillary to any such activities.

Nothing herein contained shall be deemed to prevent or restrict exploitation and/or extraction of such minerals and other substances below a plane lying five hundred (500) feet below the surface of the land so long as all such activities conducted within the boundaries of the Project Site are confined to a level below said elevation. Further, nothing in this Subsection 5.E. shall be deemed to prevent movement or export of rock, gravel or earth as part of grading activity undertaken in connection with development allowed under the Vested Elements.

Every application for an approval and every approval and issuance of permits or entitlements thereafter shall be subject to all application fees, processing fees, development impositions, development impact fees and regulatory fees, set by or within the control of City (including, but not limited to, any other fee or charge levied or imposed in connection with or by reason of the conduct of development or business activity within City) levied upon the Project Site, or any portion thereof, as a condition of approval of such development, including fees imposed to mitigate the Project’s environmental impacts, subject to the following:

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(2) Development Impact Fees, Etc. Defined. For purposes hereof, “development (3) Limitation on Development Impact Fees. The Project Site shall not be subject W Processing Costs. Nothing herein contained shall exempt Developer from paying Developer Procures Financing For Major InfrastructureG.

Assurances Concerning On-Site ImprovementsH.
16 Developer shall be responsible for the construction of improvements required within those portions of the Project Site to be subdivided and shall provide written assurance thereof in a form of improvements and land previously dedicated by Developer prior to the enactment of such regulatory or development impact fee requirements where such fees, improvements or land dedications relate to or pertain to the same mitigation measures addressed by the new regulatory or impact fee requirement.
impact fees” shall include all charges, levies and impositions that are or would be so categorized under applicable California law as of the date of commencement of the Term of this Agreement but do not include, nor does this Agreement limit City’s ability to impose upon the Project Site, special taxes, special assessments or maintenance district assessments, zones of benefit, rates or surcharges that are imposed on one or more areas of the City to finance area-specific public services, facilities or infrastructure. to any development impact fee enacted after the Effective Date of this Agreement unless it applies on a city-wide basis (although zones of benefit may be designated by City with charges allocated among the properties within such zones based upon the benefit received by such properties). Any development impact fees levied against or applied to the Project must be consistent with the provisions of applicable California law, including the provisions of Government Code Section 66000 et seq. (“AB 1600”). Nothing in this Agreement shall diminish or eliminate any of Developer’s rights set forth in Government Code Section 66020, including Developer’s right to protest an imposition, fee, dedication, reservation, or other exaction.

Developer shall obtain any and all funding needed to construct on-site streets and “backbone improvement work” (e.g., sewer and drainage improvements) on the Project Site without cost to City, and Developer’s assurance thereof shall be required as a condition of construction of some or all of the improvements on the Project Site, either in the form of a bonded contract for construction of such streets and backbone improvement work or a contract for the acquisition thereof in a form acceptable to City.
processing costs imposed by City for the processing of Developer’s applications, including such costs as may be necessary to hire consultants and conduct studies required to develop the Project, subject to the provisions of this Section 5.F. Prior to engaging the services of any consultant or authorizing the expenditure of any funds for such consultant, City shall consult with Developer, to seek mutually agreeable terms regarding: (i) the scope of work to be performed by such consultant; (ii) the projected costs associated with such work; and (iii) the particular consultant engaged to conduct such work.

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9-20-18
Item 11.b

1. Dedicated Property Shall Be Free Of Hazardous Wastes and Encumbrances J. Developer To Provide Projections For Development Of The Project K. Community Benefit Contribution
Community Benefit Contribution
0 17
In order to facilitate the timely development of the Project Site, Developer, or the “Master Developer” designated by Developer, shall provide City with reports of its projected timetable for the design and construction of the Project (“Development Projections”) each time there is a material change in Developer’s or the Master Developer’s anticipated progress in developing the Project. In addition, Developer or the Master Developer shall provide Development Projections with the documentation Developer is required to pro vide City in conjunction with the Annual Review, as provided in Section 8 of this Agreement.
acceptable to City as a condition of filing the final subdivision maps or parcel maps for such portions of the Project Site. Such assurance shall be in the form of a written improvement agreement entered into in accordance with procedures established pursuant to City ordinance, resolution or written policy (which shall include the posting of a bond or other surety acceptable to City), unless a community facilities district has been formed for the purpose of constructing or acquiring such improvements, in which case no further assurance or surety shall be required. All standards for construction of the surface streets, storm drains, sanitary sewers, curbs, gutters, sidewalks and utilities, the terms of contracts for the provision thereof and other terms and conditions applicable to the work of construction as well as for dedication of property interests required to be dedicated shall be those standard conditions established by City through its Public Works Department and Community Development Department, as may be adopted and amended from time to time, that are in effect generally throughout the City when Developer seeks to develop a portion or portions of the Project Site.

Notwithstanding any other term of this Agreement, De veloper agrees to pay City a “Community Benefit Contribution” of $8,370 (as of 2018) for each single-family residence at the time a building permit is issued for such residence within the Project Site. The Community Benefit Contribution shall be automatically adjusted by the percentage change, if any, in the Engineering News Record San Francisco Bay Area Construction Cost Index on January 1 of each year for the Term of this Agreement. The Community Benefit Contribution funds shall be used by City for construction of the Southtown Fire Station and/or equipment for that station, and then for other capital improvements and/or acquisition of lands that the City Council considers to be of community-wide benefit.

All real property or interests in land offered for dedication by Developer to City shall be free and clear of: (i) hazardous waste and materials, and (ii) all liens, encumbrances, and clouds on title other than recorded easements or restrictions that do not interfere with or preclude the use of such property for its intended purpose as reasonably determined by City.

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9-20-18
Item 11.b
L. Water Annexation Fee
M. Roadway Improvements
(1) Vanden Road.

1. ii.
iii.
18 Construction of the Project will necessitate the construction of certain roadway improvements necessary to facilitate the circulation and flow of traffic within and about the Project Site. For this reason, in addition to the roadway improvements necessary to provide access to residents within the Project Site, Developer shall make certain. other roadway improvements as more particularly described in this Subsection 5.M.

All public streets within boundaries of the Project Site shall be designed and constructed in accordance with the City standard specifications for streets, including right-of-way widths, street sections, construction standards, and materials.

Developer shall install, or if installed by others, contribute its pro-rata share of the cost of installing all improvements to Vanden Road fronting the Project Site as shown on the Vesting Tentative Map, as described in the Conditions of Approval and as required by the City Engineer with the first phase of construction. City will cooperate with Developer to form a Benefit District or amend an existing Benefit District in accordance with Subsection 5.C. to reimburse Developer for the cost of needed improvements fronting property owned by others for which a benefit will ultimately be derived.

A bicycle path and sidewalk a minimum of ten (10) feet wide and paved to the satisfaction of the City Engineer shall be constructed within the landscape setback along the Project’s frontage of Vanden Road and shall connect with the internal street network. Developer shall also install a six (6) foot masonry wall along the length of Vanden Road.

Notwithstanding any other provision of this Agreement, Developer agrees to pay City $2,783 (as of March 1, 2018) per single-family residence as payment for the cost of acquiring additional domestic water to serve the residential uses contemplated for the Project (the “Water Annexation Fee”). This fee shall be in addition to the standard water service connection fee and shall be paid at the time of issuance of a building permit for each residence. This Fee will be adjusted on March 1 of every year, beginning in 2013, based on the Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W), U.S. City Average, not seasonally adjusted, with a reference base of 1967 = 100, as published by the U.S. Department of Labor, Bureau of Labor Statistics, for the prior year (hereinafter referred to as the “Cost of Living Index” or “Index”).

The base Index for water rate adjustments shall be the CPI-W for December 31, 2009, which was 630.600, and adjustments for the change in the Index shall be measured by the Index on subsequent dates of December 31 and applied to the payments for the following water year. This cost shall be in addition to the standard water service connection fee assessed by City at building permit issuance.

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9-20-18
Item 11.b
(2) Construction Completion. Developer shall complete the Vanden Road SECTION 6. Existing Home
1) The following shall apply to the existing home:
a) The final map shall create Lot 44 for the existing home. b)
c)
d)
SECTION 7. Off-site Storm Drain Improvements.
19 Storm water runoff shall not drain to the existing subdivision to the east as shown on the tentative map. Runoff shall follow the route of draining to Vanden Road, and then south to the north side of New Alamo Creek. Runoff shall continue east to the existing drop structure in the creek. The outfall shall be located east of the drop structure. The north side of the creek is owned by the Solano County Water Agency (SCWA). SCWA has tentatively approved the plan to have the Developer locate the storm drain within SCWA’s property. The City and SCWA will enter into a maintenance agreement for the maintenance of the storm drain and outfall. The Developer shall bear any costs to the City and SCWA for the preparation and recordation of the maintenance agreement. The Developer shall make any necessary improvements as required by SCWA. The Developer shall construct a maintenance road over the storm drain within the limits of SCWA property. The storm drain in Vanden Road shall be designed and constructed at the location for the ultimate build-out of Vanden Road. The Developer shall obtain any necessary right-of-way for the construction of the storm drain on Vanden Road. The Developer shall size the storm drain to include runoff from parcels 0137-010-070 and 0137-010-060. The City will After creation of Lot 44 with the recordation of the final map for this project, if a parcel map is recorded or a building permit is issued on Lot 44, the Owner of Lot 44 shall remove access from Vanden Road to Lot 44 at that time. With removal of access from Vanden Road, new access shall come from Joyce Drive as shown on the Tentative Map.

With the recordation of a future parcel map or building permit for Lot 44, the property for Lot 44 shall relinquish all access rights to Vanden Road. In addition, the Owner of Lot 44 shall properly abandon any existing septic system or well and construct new sewer and water services from facilities in Joyce Drive.

The improvements on Vanden Road, as described below, shall be constructed across the proposed parcel for the existing home. These improvements shall include widening of Vanden Road and installing curb, gutter, meandering sidewalk, storm drainage, utilities and landscaping. Existing improvements or landscaping that conflicts with these proposed improvements shall be removed.

The existing southern driveway to the home shall be removed with the construction of the improvement for this Project. A new City standard driveway shall be installed in alignment with Brewster Way. Sight distance requirement, as described below, shall apply to the remaining driveway.
improvements, prior to the occupancy of any residence on the Project Site. As used herein, “complete” means that the roadway improvements have been constructed in accordance with City standards, have been approved by City’s Director of Public Works, and are open for public use.

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9-20-18
Item 11.b
SECTION 8. PROVISIONS RELATING TO ASSESSMENT PROCEEDINGS A. Construction And Acquisition Proceedings
B. Maintenance District Proceedings
(1) City-Initiated Proceedings. City is authorized to, and presently contemplates, 20 support the formation of a benefit district to enable the Developer to be reimbursed for the required upsizing of the storm drain.
the creation and establishment of maintenance districts to fund maintenance and operating costs for wetlands mitigation areas, storm water drainage and detention areas, landscape medians, parks, landscaping areas, open space maintenance, street lighting and other improvements. If City creates such a maintenance district, City may, in its sole discretion, allow Developer (or a designated successor, agent or homeowners association, collectively referred to as “Developer” for the purpose of Subsections 8.C. through 8.F.) to perform some or all of such maintenance work, provided such work is performed to City’s standards and satisfaction and Developer agrees to indemnify, defend, and hold City and its officials and employees harmless from any injury or damage resulting from such performance of work. City shall credit Developer the value of such work performed Developer may propose or initiate proceedings for the formation of an assessment and/or community facilities district for the purpose of financing the payment of all or a portion of the design, acquisition and construction costs required for any on-site or off-site improvements that are designed and constructed by Developer in connection with its development of the Project Site (or portions thereof) pursuant to the Vested Elements. City shall diligently process such proposal provided: (i) the proposal complies with law, (ii) it is otherwise regular in form, (iii) it is consistent with City’s standards, (iv) it provides for a lien-to-value ratio and other financial terms that are reasonably acceptable to City, (v) the person, firm or entity initiating the formation proceedings advances such funds as City requires to provide staffing and outside consultants to undertake such proceedings, and (vi) City has reviewed and approved the consultants proposed by Developer for such undertaking including, but not limited to, bond counsel and the financial advisory underwriter, which approval shall not be unreasonably withheld. City shall diligently seek to sell any bonds to be issued and secured by such assessments upon the best terms reasonably available in the marketplace; provided, however, that City’s duty to market such bonds shall be suspended during any period when marketing conditions render the issuance of such bonds economically infeasible. Developer may initiate improvement and assessment proceedings utilizing assessment mechanism s authorized under the law of the State of California where the property subject to assessment provides primary security for payment of the assessments. Developer (or any successor of Developer as to any portion of the Project Site as to that portion) may initiate such assessment proceedings with respect to that portion of the Project Site to provide financing for the design or construction of improvements for such portion of the Project Site. City shall allocate shortfalls or cost overruns in the same manner as the special taxes or assessments for construction of improvements are allocated in a communi ty facilities district or other similar financing mechanism (as opposed to assessments for maintenance) so that each lot and/or parcel within the benefited area (including the Project Site) shall bear its appropriate share of the burden thereof.

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9-20-18
Item 11.b
(2) Developer-Initiated Proceedings. Developer may submit requests to City to (3) Mechanism. Developer and/or City shall have the right to form or create such (4) Portion of Project Site. Developer and/or City may initiate proceedings for (5) Inspection of Developer-Maintained Improvements. In the event Developer C. Right Of Reimbursement From Assessment Proceeds
Right Of Reimbursement From Others BenefitedD.
21 If City requires Developer to plan, design or construct excess or oversized improvements (such as improvements beyond those required by City and necessary for development of the Project Site) or to dedicate land or provide mitigation measures in excess of those necessary to mitigate the Project’s impacts, Developer may seek to require other property owners not included within maintenance districts under any mechanism authorized by law where the benefited property may be assessed or charged for payment of such maintenance and operating cost.
against the assessment that Developer would otherwise pay to the maintenance district.

If, at any time, City, in its sole discretion, determines that the work is not being performed to City’s standards or satisfaction, City may notify Developer of such substandard performance and, if not cured within thirty (30) days of such notice, City may, through a maintenance district, take responsibility for such work and, thereafter, maintain the areas in question and assess Developer for the value of the work performed.

In any assessment proceeding, special tax proceeding or other financing proceeding undertaken by City pursuant to the provisions of this Section 8, City shall reimburse Developer for any costs or fees reasonably incurred or paid for the administration, design and construction of improvements, fulfillment of the requirements of the Vested Elements, or implementation of mitigation measures that can properly be included in such assessment proceedings, together with interest thereon at the rate being charged on the principal amount of the assessments from which said reimbursement is made or at such other rate as City determines fairly compensates Developer for the cost of the funds to be reimbursed.
assumes responsibility to maintain improvements on the Project Site, Developer shall reimburse City for City’s cost to inspect the improvements maintained by Developer.

Payment to City shall be made within thirty (30) days of Developer’s receipt of City’s invoice or statement of such costs.
create and establish the maintenance districts contemplated under Subsection 8.B.(1), above. City shall consider such requests, provided the requests comply with law and are otherwise regular in form.

Vandengate, Development Agreement
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formation of such maintenance districts with respect to a portion of the Project Site to provide for maintenance of improvements for such portion without the consent of the owners of other portions of the Project Site, provided the assessments are not levied upon such other owners and the formation of such district does not interfere with the ability to form other maintenance districts to maintain improvements on other portions of the Project Site.

Item 11.b
SECTION 9, DEFAULT, REMEDIES, TERMINATION OF AGREEMENT
A. Notice Of Default And Liability
B. Remedies
22 Upon expiration of the cure period referenced above, if the default remains uncured, or if such cure cannot be accomplished within such cure period and the defaulting party has not commenced such cure during such period and diligently prosecuting such cure thereafter, the non-defaulting party may, at its option, give notice of intent to terminate this Agreement pursuant to Government Code Section 65868, or pursue such other remedies as may be available to such party. Any such notice of intent to terminate shall be given by certified mail, return receipt requested. In the event the notice of intent to terminate is given by City, the matter shall be scheduled for consideration and review by the City Council within sixty (60) days in accordance with Government Code Sections 65867 and 65868 and Vacaville Municipal Code § 15.60.080.

After considering the evidence presented, the City Council shall render its decision to terminate the initial boundaries of the financing district whose property is directly benefited thereby and who utilize the improvements within twenty (20) years after Developer constructs the same, by seeking to either add such property to the financing district or to otherwise require the property owner (as a condition of development of such owner’s land) to reimburse Developer for such owner’s proportionate share of such costs in accordance with the adopted method of spreading assessments for construction of such improvements, together with interest thereon at the rate being charged on the principal amount of the assessments for which the reimbursement is made or at such other rate, as determined by City, that will fairly compensate Developer for the use of such funds.

If a dispute arises regarding any other claim of default under this Agreement, the parties shall continue to perform their respective obligations hereunder, to the maximum extent practicable irrespective of such dispute. Notwithstanding anything to the contrary, no default hereunder in the performance of a covenant or obligation with respect to a particular lot or parcel shall constitute a default as to other portions of the Project Site, and any remedy arising by reason of such default shall apply only to such lot or parcel. Absence evidence to the contrary, any liability occasioned by such default shall be the responsibility of the owner(s) of the lot or parcel involving such default.

Subject to extensions of time mutually agreed to in writing by the parties or as otherwise provided herein, material failure or delay by any party to perform any term or provision of this Agreement constitutes a default hereunder. Upon the occurrence of such default, the party alleging such default shall give the other party written notice thereof, specifically stating that it is a notice of default under this Agreement, specifying in detail the nature of the alleged default and, when appropriate, the manner in which said default may be satisfactorily cured, and giving a reasonable time in which to cure said default, which shall be not less than sixty (60) days measured from the date of personal service or delivery by certified mail of the written notice of default. During any such cure period or during any period prior to notice of default, the party charged with default shall not be considered in default for the purpose of terminating this Agreement or instituting legal proceedings.

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Item 11.b
C. No Waiver
D. Judicial Review Of Termination
E. Defaults By City
23 If City does not accept, review, approve or issue development permits, entitlements or other land use or building approvals, if any, for use in a timely fashion as provided in this Agreement or defaults in the performance of its obligations under this Agreement, Developer (or the owner of the Project Site, or portion thereof, to which such default applies) shall have the rights and Failure or delay in giving notice of default shall not constitute a waiver of default, nor shall it change the time of default. Except as otherwise expressly provided in this Agreement, any failure or delay by a party in asserting any of its rights or remedies as to any default by the other party shall not operate as a waiver of any default or of any rights or remedies of such party, nor shall it deprive such party of its right to institute and maintain any action or proceeding it may deem necessary to protect, assert or enforce any such rights or remedies. or not terminate this Agreement. If the City Council decides to terminate this Agreement, City shall give written notice thereof to the defaulting party.

Evidence of default of this Agreement may also be taken during the regular Annual Review of this Agreement as described in Section 8 below. Any determination of default (or any determination of failure to demonstrate good faith compliance as a part of the Annual Review) made by City against Developer, or any person who succeeds Developer with respect to any portion of the Project Site, shall be based upon written findings supported by evidence in the record as provided by Vacaville Municipal Code §§ 15.60.070 and 15.60.080. Notwithstanding any other provision of this Agreement to the contrary, remedies for a default by Developer or its successor of any of its obligations hereunder shall not be limited and City shall have the right to institute legal proceedings to enforce such obligations as set forth herein and in the Vested Elements, including, but not limited to, the obligation to indemnify, defend, and hold harmless City. Such remedies shall include those available at law or in equity as may be needed to enforce defaults such as the failure to pay fees, taxes, monetary exactions or assessments levied against the Project Site to pay for the cost of improvements, whether levied pursuant to this Agreement or otherwise stated in a separate agreement or undertaking under the Vested Elements or which is entered into in support of any community facilities or assessment district financing. City shall have the right to exercise such remedies as may be available at law or in equity to enforce the conditions stated in any conditional use permit, design review approval, zoning approval, entitlements for use or entitlements for construction of specific improvements on a specific parcel, or as are provided in the Subdivision Map Act (Gov’t Code §§ 66400 et seq.) or City’s subdivision ordinance as applied to subdivision improvement agreements. In addition to the right to give notice of intent to terminate this Agreement, Developer shall have the right to institute legal proceedings to enforce this Agreement in the event of a default by City.

Any purported termination by City of this Agreement for alleged default by Developer shall be subject to review in the Superior Court of the County of Solano pursuant to Code of Civil Procedure § 1094.5(c).

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Item 11.b
F. Obligation And Default Limited To Affected Parcel
G. Copies Of Default Notices
SECTION 10. ANNUAL REVIEW
A. Submission By Developer; Result Of Failure To Submit Showing RequiredB.
24 Notwithstanding anything to the contrary herein contained, when an obligation or duty hereunder to be performed, or a default has occurred, only with respect to a particular lot or parcel, such obligation or duty and any remedy or right of termination arising hereunder as a result of such failure to perform shall apply solely to such lot or parcel only and shall affect only the owner and/or the holders of the interest therein. No obligation, duty or liability will be imposed against or apply to any other parcel or portion of the Project Site for which no default has occurred.

Good faith compliance by Developer with the provisions of this Agreement shall be subject to annual review (“Annual Review”) pursuant to Government Code § 65865.1 and Chapter

14.17.218.010 of the Vacaville Municipal Code, utilizing the following procedures:

During the Annual Review, Developer shall be required to demonstrate to City Developer’s good faith compliance with the provisions of this Agreement and provide such documentation or evidence related thereto as the Director may reasonably request.

The owner of any portion of the Project Site shall have the right to request in writing a copy of a notice of default given to the owner of any other portion of the Project Site. City and/or the owners of other portions of the Project Site to whom such request has been made shall honor such request and provide such notice in the manner and to the address specified in the request.

City shall be entitled to recover from the person making the request City’s reasonable cost of complying with such request including, but not limited to, the cost of City staff time utilized to comply with the request.
remedies provided herein or available in law or in equity, including, without limitation, the right to seek specific performance under the appropriate circumstances.

Review shall be conducted by City’s Director of Community Development or his/her designee (“Director”), upon a submission made by De veloper of a draft report, accompanied by the fee therefor, on behalf of all of the Project Site pursuant to Vacaville Municipal Code §

14.17.218.010.A not less than forty-five (45) days nor more than sixty (60) days prior to each anniversary date of this Agreement. The Director may refer the review to the Planning Commission pursuant to Vacaville Municipal Code § 14.17.218.010.E. Should Developer fail to submit the annual draft report in a timely manner and City does not notify Developer of such failure within ninety (90) days following the anniversary date, then the Annual Review of this Agreement shall be deemed to have been satisfactorily completed for that year only.

Vandengate, Development Agreement
9-20-18
Item 11.b
C. Notice Of Staff Reports; Opportunity To Respond
D. Director’s Findings: Appeal
E Notice Of Termination
F. Certificate Of Compliance
G. No Damages
25 In no event shall either party, or its boards, commissions, officers, agents or employees, be liable in damages for any default under this Agreement, it being expressly understood and agreed that the sole legal remedy available to either party for a breach or violation of this Agreement by the Not less than five (5) days prior to the conduct of any such review, the Director shall deliver to Developer a copy of any publicly-available City staff reports and documentation that will be used or relied upon by City in conducting the review. Developer shall be permitted an opportunity to respond to such staff reports and documentation by written or oral testimony at a public hearing to be held before the Director, if the Developer elects to request such a hearing.

Upon Developer’s request, City shall provide Developer with a written certificate of compliance, in recordable form, duly executed and acknowledged by the Director as to any year for which the Annual Review has been conducted or waived and Developer has been found or deemed to be in compliance with the provisions of this Agreement. Developer or any person owning a portion of the Project Site will have the right to a copy of such certificate at his or her own expense.

At the conclusion of the Annual Review, the Director shall make written findings and determinations on the basis of substantial evidence, whether or not Developer or its successors have complied in good faith with the terms and conditions hereof. Any determination by the Director of a failure of compliance shall be subject to the notice requirements and cure periods provided in Section 7, above. Any interested person may appeal the decision of the Director directly to the City Council, provided such appeal is filed and received by the City Clerk within ten (10) calendar days from the date the Director rendered his or her decision in writing or issued a certificate of compliance. The appeal shall otherwise be governed by the provisions of Subsection 14.17.218.010.E of the Vacaville Municipal Code, as may be amended from time to time.

If the Director determines that Developer (or other person, firm or entity owning the Project Site or portion thereof) has not complied with the terms and conditions hereof, and after expiration of any cure period, the Director may recommend to the City Council that City give notice of termination or modification of this Agreement as provided in Government Code Sections 65867 and 65865.1 and Vacaville Municipal Code § 14.17.218.010.C.I. If the Director recommends termination of this Agreement, such termination shall apply only to that portion of the Project Site (if less than all) affected by the failure to comply, subject to the provisions of Subsections

9.B and 9.C, above. If the Director recommends a modification of this Agreement, the modification shall similarly apply only to that portion of the Project Site (if less than all) affected by the failure to comply.

Vandengate, Development Agreement
9-20-18
Item 11.b
SECTION 11. MITIGATION MONITORING
A. Permits And Approvals
B. Compliance With Mitigation Measures
A. Applicable Law
B. Attorney Fees.

Each party shall bear its own attorney fees and other costs in connection with any action or 26 City will review Developer’s compliance with the applicable mitigation measures no less often than annually during the Annual Review of this Agreement as provided above. The draft report regarding Developer’s compliance with such measures shall be initially prepared by Developer and submitted to the Director of Community Development for his/her review.

Compliance with the various mitigation measures that are part of the Project and determined to be feasible in the MND that is certified in connection with the Project shall be determined as follows:

Compliance with those mitigation measures that are affected by and pertain to any development application or proposal for which approval is requested shall be considered and determined in connection with the processing of such application or proposal. The foregoing requirement does not require comprehensive monitoring for all mitigation measures specified in. the Specific Plan during City’s consideration of such application or proposal but shall only involve consideration and review of compliance of those mitigation measures that are directly related to the application or proposal under consideration.

This Agreement shall be construed and enforced in accordance with the laws of the State of California.

SECTION 12. APPLICABLE LAWS; ATTORNEYS’ FEES; PERMITTED DELAYS;

EFFECT OF SUBSEQUENT LAWS
other party shall be an action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement or to terminate this Agreement.

This limitation on damages shall not preclude actions by a party to enforce payments of monies or the performance of obligations requiring an obligation of money from the other party under the terms of this Agreement including, but not limited to, obligations to advance monies or reimburse monies. In connection with the foregoing provisions, each party acknowledges, warrants and represents that it has been fully advised by counsel of such party’s choice with respect to the rights and remedies of such party hereunder and the waivers herein contained, and that after such advice and consultation has presently and actually intended, with full knowledge of such party’s rights and remedies otherwise available at law or in equity, to waive and relinquish such rights and remedies to the extent specified herein, and to rely to the extent herein specified solely on the remedies provided for herein with respect to any breach of this Agreement by the other party.

Vandengate, Development Agreement
9-20-18
Item 11.b
C. Permitted Delays
D. Effect Of Subsequent Laws
27 Performance by any party of its obligations hereunder (other than for payment of money) shall be excused during any period of “Excusable Delay” as hereinafter defined. For purposes hereof, Excusable Delay shall include delay beyond the reasonable control of the party claiming the delay (despite the party’s good faith efforts to avoid or mitigate the delay) including, but not limited to: (i) acts of God; (ii) civil commotion; (iii) riots; (iv) strikes, picketing or other labor disputes; (v) shortages of materials or supplies; (vi) damage to work in progress by reason of fire, floods, earthquake or other catastrophes; (vii) failure, delay or inability of the other party to act; (viii) as to Developer only, the failure, delay or inability of City to provide adequate levels of public services, facilities or infrastructure to the Project Site including, by way of example only, the lack of water to serve the Project Site, or any part thereof due to drought; (ix) delay caused by governmental restrictions imposed or mandated by other governmental entities; (x) enactment of conflicting state or federal laws or regulations; (xi) judicial decisions excusing performance; and (xii) litigation brought by a third party attacking the validity of this Agreement or any of the approvals, permits, ordinances, entitlements or other actions necessary for development of the Project Site or any portion thereof, which delay a party’s performance hereunder; provided, however, that any party claiming an Excusable Delay shall promptly notify the other party (or parties) of any such delay and the reason therefor as soon as possible after the same has been ascertained by the party delayed.
proceeding brought to enforce this Agreement. The prevailing party in such action or proceeding shall not be entitled to recover its attorney fees and other costs from the other party.

In accordance with California Government Code Section 65869.5, if any governmental or quasigovernmental agency other than City adopts any law, statute, or regulation or imposes any condition (collectively “Law”) after the date of execution of this Agreement that prevents or precludes a party from complying with one (1) or more provisions of this Agreement, and such provision is not entitled to the status of a vested right against such new Law, then the parties shall meet in good faith to determine the feasibility of any such modification or suspension based on the effect such Law would have on the purposes and intent of this Agreement and the Vested Elements. Following such meeting between the parties, the provisions of this Agreement may, to the extent feasible, and upon mutual agreement of the parties, be modified or suspended, but only to the minimum extent necessary to comply with such Law. In such an event, this Agreement together with any required modifications shall continue in full force and effect. In the event that the Law operates to frustrate irremediably and materially the vesting of development rights to the Project as set forth in this Agreement, Developer may terminate this Agreement. In addition, Developer shall have the right to challenge (by any method, including litigation) the Law preventing compliance with, or performance of, the terms of this Agreement and, in the event that such challenge is successful, this Agreement shall remain unmodified and in full force and effect, unless the parties mutually agree otherwise, except that if the Term of this Agreement would otherwise terminate during the period of any such challenge and Developer has not commenced with the development of the Project in accordance with this Agreement as a result of such challenge, the Term shall be extended for the period of any such challenge.

Vandengate, Development Agreement
9-20-18
Item 11.b
E. Building Regulations
Building Regulations” consist of the California Code of Regulations Title 24 and amendments 66 F. Written Verification Of Sufficient Water Supply
28 City shall cooperate with Developer in its efforts to obtain other permits and approvals as may be required from other governmental or quasi-governmental agencies having jurisdiction over the Project Site or portions thereof (such as, for example, but not by way of limitation, public utilities or utility districts and agencies having jurisdiction over wetlands and air quality). City shall, from time to time, at the request of Developer join with Developer in the execution of applications for such permits and approvals as may be required to be entered into with any such other agency, so long as such participation will not involve the expenditure of City funds or the use of extensive staff time or expose City, in its sole judgment, to any legal liability. Permits and approvals required from other agencies may necessitate amendments to this Agreement and/or to one or more of the approvals or other approvals granted by City. City shall not unreasonably withhold its approval of amending this Agreement in order to comply with such other permits or approvals.

Any and all tentative subdivision maps approved for the Project shall comply with Government Code Section 66473.7 if pursuant to Government Code Section 65867.5(c). to Title 24 (“Title 24”) as found in the Vacaville Municipal Code and any Public Works Standards as adopted in the Vacaville Municipal Code or any ordinances that interpret these codes where such ordinances establish construction and building standards that are intended to be applied ministerially to the construction of improvements on private property and public infrastructure. Building Regulations applicable to building and construction throughout the City at the time Developer applies for the applicable permits for construction of any portion of the Project shall be applicable to the building and construction authorized by such permit, except if such Building Regulations conflict in any manner with the Vested Elements (as conflict is defined in Section 2.D. herein). In the event of such conflict, the particular Building Regulation which is in conflict with the Vested Elements shall not apply to or govern development or construction of the Project unless it is determined by City to be required by Title 24 regulations in effect at the time of building permit application. In the event of a dispute as to City’s determination that a particular Building Regulation in conflict with the Vested Elements is required by Title 24, Developer shall have the right to have the City Council hear such dispute and make a determination and findings of fact based on substantial evidence as to whether such Building Regulation is so required by Title 24. Developer shall have no right to appeal any applicable Title 24 regulations adopted by the State of California in effect at the time of building permit application that may conflict with the Vested Elements except as permitted in this Subsection 12.E.

SECTION 13. OTHER GOVERNMENTAL PERMITS AND APPROVALS:

COOPERATION OF CITY
Vandengate, Development Agreement
9-20-18
Item 11.b
SECTION 14. MORTGAGEE PROTECTION
Mortgagee”) shall be entitled to the following rights and privileges:

Impairment Of Mortgage Or Deed Of TrustA.

B. Notice Of Default To Mortgagee
C. Right Of Mortgagee To Cure
D. Liability For Past Defaults Or Obligations
29 If City timely receives a written request from a Mortgagee requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall provide a copy of that notice to the Mortgagee within fifteen (15) days of: (i) the date the notice of default was sent to Developer, or (ii) the date of receipt of Mortgagee’s request, whichever is later. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period permitted under this Agreement, plus an additional sixty (60) calendar days if, in order to cure such default, it is necessary for the Mortgagee to obtain legal possession of the property (e.g. seeking the appointment of a receiver); provided, however, that during the cure period permitted under this Agreement, City receives from Mortgagee written notice stating the need to obtain legal possession of the property.

Any Mortgagee, including the successful bidder at a foreclosure sale, who takes title and possession of the Project Site, or any portion thereof, pursuant to such foreclosure, shall take the Project Site, or portion thereof, subject to the provisions of this Agreement; provided, however, in no event shall such Mortgagee be liable for any defaults or monetary obligations of Developer arising prior to acquisition of title to the Project Site, or portion thereof, by such Mortgagee. In no event, however, shall any such Mortgagee or its successors or assigns be entitled to a building The parties hereto agree that this Agreement shall not prevent or limit Developer’s right to encumber the Project Site or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing for development of the Project Site.

City acknowledges that the lenders providing such financing may require this Agreement to be interpreted and modified and agrees upon request, from time to time, to meet with Developer and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City will not unreasonably withhold its consent to any such requested interpretation or modification provided City determines such interpretation or modification is consistent with the intent and purposes of this Agreement. Any person holding a mortgage or deed of trust on all or any portion of the Project Site made in good faith and for value (a The Mortgagee of any mortgage or deed of trust encumbering the Project Site, or any part thereof, which Mortgagee has submitted a request in writing to City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer’s obligations under this Agreement.

Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any mortgage or deed of trust on the Project Site made in good faith and for value.

Vandengate, Development Agreement
9-20-18
Item 11.b
SECTION 15. TRANSFERS AND ASSIGNMENTS
A. Right To Assign
B. Release Upon Transfer
C.
30 Developer shall have the right to sell, convey, transfer, or assign its rights to any portion of the Project Site. All of its rights, duties and obligations under this Agreement with respect to the portion of the Project Site so sold, conveyed, transferred or assigned shall pass to the party acquiring fee simple title to such portion of the Project Site so transferred for the development thereof. “Developer” shall mean the entities so identified herein and such successors thereto as may be identified as being entitled to such designation in a notice of transfer provided for below.

Reference to successors from time to time herein shall not imply that the word “Developer” does not include such designated successors in other instances. permit, occupancy certificate, or final inspection until all fees and other monetary obligations delinquent or due under this Agreement have been paid to City.

Upon sale, conveyance, transfer or assignment, in whole or in part, of Developer’s right and interest to all or any portion of the Project Site (hereinafter collectively referred to as “transfer”), Developer shall be released from its obligations hereunder with respect to the portion so transferred provided: (i) Developer (or transferee) was not in default of this Agreement at the time of transfer, (ii) Developer provided to City prior written notice of such transfer, and (iii) with respect to the transfer of any lot that has not been fully improved, the transferee executes and delivers to City a written assumption agreement in which: (i) the name and address of the transferee is set forth , and (ii) the transferee expressly assumes the obligati ons of Developer under this Agreement as to the portion of the Project Site transferred; provided, howe ver, that Developer shall not be relieved of any obligation for the dedication or conveyance of land required to be conveyed or dedicated pursuant to the Vested Elements. Failure to deliver a written assumption agreement hereunder shall not negate, modify or otherwise affect the liability of any transferee pursuant to the provisions of this Agreement. Nothing herein contained shall be deemed to grant to City discretion to approve or deny any such transfer except as otherwise expressly provided herein.

City’s grant of the various approvals and consents referred to herein shall not constitute amendment hereof, nor shall the actions taken by City staff to implement the provisions hereof (e.g. the granting of minor modifications to approved plans, the Vested Elements or any other approval granted hereunder) constitute an amendment hereof.

No owner of less than all of the Project Site shall have the right to seek or consent to the amendment of the provisions hereof, to make an election hereunder, to terminate this Agreement or to enter into an agreement to rescind any provisions hereof in a manner that is binding upon, increases the burdens upon or reduces the rights of the owners of other portions of the Project Site, save and except for that portion that is owned in fee simple by said owner.

Vandengate, Development Agreement
9-20-18
Approval; Right Of Amendment; Supplements Establishing Specific Rights And Restrictions; Review
Item 11.b
D. No Third Parties Benefited
E Covenants Run With The Land
31 Any parcel or property that is not part of the Project Site and that might, at the parties’ option, become subject to this Agreement through an amendment hereof may, as a condition thereof and at City’s option, be required to become a part of any community facilities district or assessment district created to fund the design, construction and maintenance of the infrastructure, landscape and other improvements funded by such district to the same extent as if said parcel or property had been part of the Project Site at the time of commencement of the Term of this Agreement. In becoming a part of such district, the owner of said parcel or property may, at City’s option, be assessed an additional amount as set by City to compensate for the costs previously borne by other owners within the district so that the added parcel or property is in the position it would have been in had it been part of the district (and the planning for initiation and formation thereof) from the district’s inception.

A person taking ownership of any portion of the Project Site may request that he or she be allowed to use such portion of the Project Site for a use not currently permitted under this Agreement. The City Council shall have the right, in its sole discretion, to approve, conditionally approve or deny such request. The City Council, however, shall not approve a request unless it finds that the requested use is consistent with the Vested Elements and will not increase the burdens upon or reduce the rights of the owners of other portions of the Project Site.

If approved by the City Council, such use shall be subject to those restrictions and conditions deemed appropriate by the City Council for such use.

No third party who is not a successor or permitted assign of a part y hereto or who has not become a. party by a duly-adopted amendment hereof may claim the benefits of any provision hereof
All of the terms, provisions, covenants, conditions, rights, powers, duties and obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons or entities acquiring the Project Site or any portion thereof or interest therein, whether by sale, operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors and assigns. All other provisions of this Agreement shall be enforceable during the Term hereof as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, but not limited to Section 1468 of the California Civil Code. Each covenant to do or refrain from doing some act on the Project Site hereunder or with respect to any City-owned property or property interest: (i) is for the benefit of such properties and is a burden upon such property, (ii) runs with such properties, (iii) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and each person or entity having any interest therein derived in any manner through any owner of such properties, or any portion thereof, and (iv) shall benefit each party and its property hereunder and each other person or entity succeeding to an interest in such properties.

Vandengate, Development Agreement
9-20-18
Item 11.b
SECTION 16. GENERAL PROVISIONS
A. Incorporation Of Recitals
Limitation On Effect Of AgreementB.

C. Covenants
D. Amendment Of Agreement
32 This Agreement may be amended from time to time by mutual consent of the parties or their successors in interest, in accordance with the provisions of Government Code Sections 65867 and 65688, and Division 14.17 of the Vacaville Municipal Code, and all amendments to this Agreement shall automatically become part of the Project Approvals, provided that any amendment to this Agreement which does not relate to the Term of this Agreement, permitted uses of the Project Site, provisions for the reservation or dedication of land, the conditions, terms, restrictions and requirements relating to subsequent discretionary approvals of City, or monetary exactions of Developer, shall be considered an “Administrative Amendment”. The Director of Community Development is authorized to execute Administrative Amendments on behalf of City and no action by the City Council (e.g. noticed public hearing) shall be required before the parties may enter into an Administrative Amendment. However, if in the judgment of the Director or any member of the City Council that a noticed public hearing on a proposed Administrative Amendment would be appropriate, City’s Planning Commission shall conduct a noticed public hearing to consider whether the proposed Administrative Amendment should be approved or denied. No part of the Vested Elements may be revised or changed during the Term hereof without the consent of the owner of the portion of the Project Site to which the change Except as expressly provided for in this Agreement to the contrary, Developer and the Project Site are subject to all rules, regulations, ordinances, procedures, standards, uniform codes, requirements, costs, exactions and processes of City applicable to development of property within the City as the same are in effect at the time Developer seeks any land development approval or entitlement including, but not limited to, subdivision of the Project Site, design review, zoning changes, building permits, or construction of on or off-site improvements or infrastructure.

The provisions of this Agreement shall constitute covenants or servitudes that shall run with the land comprising the Project Site, and the burdens and benefits of this Agreement shall bind and inure to all estates and interests in the Project Site and all successors in interest to Developer.

From and after the date that certificates of occupancy have been issued (or a final inspection is completed by City’s Building Division when no certificate of occupancy is issued) for all buildings and improvements to be constructed on a parcel within the Project Site (or with respect to a single-family residence on a single-family residential lot), such parcel shall not be burdened with the obligations of Developer under this Agreement. 'Phis provision shall not, however, affect any separate covenants, condi tions and. restrictions that specifically pertain or apply to such parcel or the use thereof.

The recitals set forth above, and all defined terms set forth in such recitals and in the introductory paragraph preceding the recitals, are incorporated herein as though set forth in full.

Vandengate, Development Agreement
9-20-18
Item 11.b
E. Project Is A Private Undertaking
F. Hold Harmless; Indemnification of City
G. Cooperation In The Event Of Legal Challenge
33 applies (or that would be affected by any reduction or decrease in rights or increase in burdens caused by such change), unless expressly stated to the contrary elsewhere in this Agreement.

Developer shall hold and save City, its officers and employees, harmless and indemnify and defend them of and from any and all claims, losses, costs, damages, injuries or expenses (including, but not limited to, attorney fees, expert witness and consultant fees, and other costs of litigation) arising out of or in any way related to injury to or death of persons or damage to property that may arise by reason of development or use of those portions of the Project Site owned by Developer pursuant to this Agreement or by any action or activity by City, whether caused by joint negligence of the City, its officers or employees; provided, however, that the foregoing hold harmless and indemnity shall not include indemnification against: (i) suits and actions brought by Developer by reason of City’s default or alleged default hereunder, or (ii) suits and actions arising from the willful misconduct of City, its officers and employees.

In the event of any administrative, legal or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of this Agreement or any Project Approval or Subsequent Approval, the parties shall cooperate in defending such action or proceeding. City shall promptly notify Developer of any such action against City. If City fails to cooperate with Developer in the defense of such action, Developer shall not thereafter be responsible for City’s defense. The parties shall use their best efforts to select mutually agreeable legal counsel to defend such action, and Developer shall pay the fees and expenses for such legal counsel, any expert witnesses, and other costs related to the action or proceeding.

Developer’s obligation to pay for legal counsel and other fees and costs shall not extend to fees incurred on appeal unless otherwise authorized by Developer. In the event City and Developer Any amendment to a Vested Element that, in the opinion of the parties, substantially deviates from the development contemplated by this Agreement shall require an amendment to this Agreement. However, any amendment of City land use regulations including, but not limited to, the General Plan, the Specific Plan, and City’s zoning ordinance, shall not require amendment of this Agreement. Instead, any such amendment shall be deemed to be incorporated into this Agreement at the time that such amendment is approved by the appropriate City decision maker, so long as such amendment is consistent with this Agreement and does not reduce the development rights granted to Developer by this Agreement pursuant to Subsection 2.D, above.

The development proposed to be undertaken by Developer on the Project Site is a private development. Except for that portion thereof to be devoted to public improvements to be constructed by Developer in accordance with the Vested Elements, City shall have no interest in, responsibility for or duty to third persons concerning any of said improvements, and Developer shall exercise full dominion and control over the Project Site, subject only to the limitations and obligations of Developer contained in this Agreement.

Vandengate, Development Agreement
9-20-18
Item 11.b
H. Notices
If to City:

With a copy to:

If to Developer:

I. No Joint Venture Or Partnership
J. Severability
34 Any notice or communication required hereunder between the parties shall be in writing, and may be given either personally or by registered or certified mail (return receipt requested). If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of: (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States Mail. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. Any party hereto, and any person or entity who acquires a portion of the Project Site, may at any time, by giving ten (10) days written notice to the other party hereto, designate a different address to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their respective addresses set forth below:

If any provision of this Agreement is held to be invalid, void or unenforceable by a court of law but the remainder of this Agreement can be enforced without failure of material consideration to any party, then this Agreement shall remain in full force and effect, unless amended or modified in writing by mutual consent of the parties.

Community Development Director
City of Vacaville
650 Merchant Street
Vacaville, California 95688
City Attorney
City of Vacaville
650 Merchant Street
Vacaville, California 95688
are unable to select mutually agreeable legal counsel to defend such action or proceeding, each party may select its own legal counsel at its own expense.

Nothing contained in this Agreement or in any document executed in connection with this Agreement shall be construed as creating any joint venture or partnership between City and Developer.

Forecast Land Investment, LLC
4061 Port Chicago Highway, Suite H
Concord, CA 94520
Vandengate, Development Agreement
9-20-18
Item 11.b
K. Interpretation
L. Completion Or Revocation
M. Estoppel Certificate
N. Construction
O. Counterpart Execution
P. Time
Time is of the essence of each and every provision hereof. 35 To the maximum extent possible, this Agreement shall be construed to provide binding effect to the Vested Elements, to facilitate use of the Project Site as therein contemplated and to allow development to proceed upon all of the terms and conditions applicable thereto, including, without limitation, public improvements to be constructed and public areas to be dedicated.

Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing that, to the best knowledge of the certifying party: (i) this Agreement is in full force and effect and a binding obligation of the parties; (ii) this Agreement has not been amended or modified either orally or in writing or, if so amended, identifying such written amendments; and (iii) the requesting party is not in default in the performance of its obligations under this Agreement or, if in default, specify the nature and extent of any such default. A party receiving a request hereunder shall execute and return such certificate or provide a written response explaining why it will not do so within thirty (30) days following the receipt thereof. Each party acknowledges that such a certificate may be relied upon by third parties acting in good faith. A certificate provided by City with respect to any portion of the Project Site shall be in recordable form and may be recorded with respect to the affected portion of the Project Site at the expense of the requesting party.

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.

Upon completion of performance by the parties or termination of this Agreement, a written statement acknowledging such completion or termination, signed by the appropriate agents of City and Developer, shall be recorded in the Office of the Recorder of the County of Solano, California.

All parties have been represented by counsel in the preparation and review of this Agreement and no presumption or rule that ambiguity shall be construed against a drafting party shall apply to interpretation or enforcement hereof. Captions and section headings are provided for convenience only and shall not be deemed to limit, amend or affect the meaning of the pro vision to which they apply.

Vandengate, Development Agreement
9-20-18
Item 11.b
/
Len Augustine, Mayor David Nam, Deputy City Attorney I
Fore Land Ii .ent, LLC
a California Limited Liability Company
[ADD NOTARY CERTIFICATES]
36 CITY OF VACAVILLE,
a municipal corporation
Approved as to form:

Melinda C.H. Stewart, City Attorney
Vandengate, Development Agreement
9-20-18
“CITY”
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
“DEVELOPER”
Item 11.b
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R. VALENZUELA
Notary Public - California
Contra Costa County
Commission # 2148711
Comm. Expires May 7,2020 ‘WWwor*e-============
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WITNESS my hand and official seal.

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

On October 19, 2018, before me, R. VALENZUELA, a Notary Public, personally appeared Louis PARSONS, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)are subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

STATE OF CALIFORNIA

COUNTY OF CONTRA COSTA
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***************************************** OPTIONAL ********************************************

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
(Civil Code §1189)
Title or Type of Document:

Signer(s) are Representing:

Document Date:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. •FlTNNFT’ Item 11.b
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California
County of Solano
On before me,
personally appeared
_hdhhhdhh dhh A
$
WITNESS my hand and official seal.
‘/
MA
Place Notary Seal and/or Stamp Above Signature of Notary Public Development Agreement By and Between the City of Vacaville and Forecast Description of Attached Document Land Investment, LLC Regarding The Development of Real Property Number ofPages:

Signer(s) Other Than Named Above:

Si r's Name:
□ Corp' Officer - Titie(s):
□ Partner - • Limited □ General
Attorney in Fact
□ G ian of Conservator
sszr
©2017 National Notary Association
Title or Type of Document:

Document Date:
□ individual
□ Trustee
41 (includir q
this pag)
Commonly Referred to as Vandengate
September 25, 2018
□ Individual 3
□ Trustee
□ Other: ____________
Signer is Representing:

Capacity(ies) Claimed by Signer(s)
Signer's Name: Leonard Augustine
□ Corporate Officer - Title(s):
□ Partner- □ Limited □ General
□ Attorney in Fact
□ Guardian of Conservator
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

LORINATQ FERNANDEZ
Notary Public-California
Solano County
Commission # 2223341
My Comm. Expires Nov 25.2021
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
mother: Mayor____________________
Signer is Representing: City of Vacaville
Lorina T.Q. Fernandez , Notary Public
Here Insert Name and Title of the Officer
Leonard Augustine___________________
Name(s) ofSigner(s)
Z
§
who proved to me on the basis of satisfactory evidence to be the persons) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hertheir authorized capacitylies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

November 29, 2018
Date
---------------------- - OPTIONAL —------------------------------------------------------ Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Signature
Item 11.b
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Item 11.b
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Item 11.b
EXHIBIT A-1
The form of policy of title insurance contemplated by this report is:

The estate or interest in the land hereinafter described or referred or covered by this Report is:

Fee
Title to said estate or interest at the date hereof is vested in:

Forecast Land Investments, LLC, a California limited liability company PARCEL ONE:

EXCEPTING THEREFROM:

PARCEL TWO:

Note: No coverage is being offered for Parcel Two shown above, but is included for conveyance purposes only.

Being APN: 137-010-080 AND 137-010-090

Page 2 of 5 ends

QRTA15R-R
ALTA Loan Policy - 1992. A specific request should be made if another form or additional coverage is desired.

All that parcel of land conveyed by Leland D. Collins et al, to Solano Irrigation District, dated December 11, 1961, and recorded January 2, 1962, in Book 1116 of Official Records, page 627, as Instrument No. 132.

Being a portion of Lots 6, 7 and 8, as the same are shown on the Map entitled "Modern Homestead Association", filed in the Office of the County Recorder of Solano County California on June 7, 1915, in Book 5 of Maps, Page 13 and more particularly described as follows:

The land referred to in this Report is situated in the County of Solano, City of Vacaville, State of California, and is described as follows:

Beginning at a point in the center of County Road No. 186, 219.75 feet north of the southwest corner of Lot 8, thence South 89° 10' East, parallel with the south line of Lots 6, 7 and 8, 989.88 feet, more or less to the east line of Lot 6; thence North 0° 50' East along the east line of Lot 6, 439.50 feet to a point; thence North 89° 10' West, 991.26 feet, more or less to the west line of said Lot 8 and thence South 0° 40' West along the west line of said Lot 8, being a point in the center of County Road No. 186, 439.50 feet to the point of beginning.

An undivided 12 interest in all oil, gas and minerals therein or there under the parcel of land described in the Deed from Leland D. Collins, et al, to Solano Irrigation District dated December 11, 1961 and recorded January 2, 1962 in Book 1116 of Official Records, page 627, as Instrument NO. 132; provided, however, that no exploration, digging or drilling operation shall be performed, or any structure or other improvement placed thereon by the said grantor, his heirs or assigns, the grantor may drill, by means of slant drilling from adjacent land, wells beneath the surface of said land provided the same do not interfere with the use of said land by the grantee or its successors or assigns, or damage any improvement or facility placed upon or under the surface of said land by the grantee, its successors or assigns.

OLD REPUBLIC TITLE COMPANY
ORDER NO. 0147006178-DJ
9th UPDATE
Item 11.b

Item 11.b
City of Vacaville Planning Commission Agenda Item No. 7.B Staff Report May 19, 2026
Staff Contact:

Albert Enault, Senior Planner
(707) 449-5364
[email protected]
Title: Vandengate Development Agreement Amendment
Request: Amend Section 5.K of the Vandengate Development Agreement to remove the requirement to pay a Community
Benefit Contribution fee.

Recommended Action: By simple motion, recommend that the City Council:

Adopt a resolution of the City Council of the City of Vacaville reaffirming the Vandengate Mitigated Negative Declaration for the first amendment to the development agreement for the Vandengate Subdivision, located east of Vanden Road and south of Joyce Drive on Assessor Parcel Number 0137-010- 140; and
Introduce an Ordinance adopting the first amendment to the Development Agreement between the City of Vacaville and Vanden Cove, LLC., regarding the development of real
property commonly referred to as Vandengate, located east of Vanden Road and south of Joyce Drive on Assessor Parcel Number 0137-010-140.

Application Information:

Application Types: Reaffirmation of Previous Environmental Assessment and Development Agreement
Amendment
File Number: File No. 26-040
Applicant: City of Vacaville
Property Owner: Vanden Cove, LLC.

Property Information:

Assessor Parcel Number: 0137-010-140
Location: East of Vanden Road, south of Joyce Drive
Site Area: 9.36 acres
General Plan Designation: Residential Low Density
Zoning District: RL-6 (Residential Low – 6,000 sq. ft. lot minimum) Special Districts: None
Current Land Use Activity: Vacant
Adjacent Land Use & Zoning District: North: RL-6 – Existing single-family homes South: AG – Vacant land for future homes
East: RL-6 – Existing single-family homes
West: RL-8 – Existing single-family homes
Item 11.b
2 Transportation Access: Vanden Road (Collector)
Available Utility Infrastructure: Water, Sewer and Storm provided by City of Vacaville
Electricity provided by Pacific Gas & Electric
Project Description
The project proposal is to amend the Vandengate Development Agreement (DA) to remove a requirement to pay a Community Benefit Contribution (CBC) fee of $8,370 (2018) for each singlefamily home proposed within the Vandengate Subdivision (see Figure 1 below). Originally, adopted by City Council on September 25, 2018, by Ordinance No. 1930, the Vandengate DA included a CBC fee to pay for the construction of the Southtown Fire Station No. 75 and/or equipment for that station, and then for other capital improvements and/or acquisition of lands that the City Council considers to be of community-wide benefit. In October 2020, the City repaid all construction loan costs associated with Fire Station No. 75.

On June 28, 2022, the City Council adopted the City’s current Development Impact Fee Program (Resolution No. 2022-059) and directed city staff to discontinue collection of all CBC fees from any active DAs.1In 2022 and 2023, the City amended various other DAs through administrative procedures allowed by each DA to discontinue collection of CBC fees. However, for the Vandengate DA, Section 16.D orequires any amendment involving monetary exactions to be considered by the original decision-makers for the project. Therefore, as directed by the City Council, staff is pursuing an amendment to the DA to remove the CBC requirement.

The Vandengate Subdivision consists of 42 lots for single-family residential development, comprising market-rate for-sale housing products. The Vandengate DA was approved with a 10- year term ending on October 26, 2028. All other terms in the Vandengate DA would remain in effect.
1 Resolution No. 2022-059 excluded the Lower Lagoon Valley Development Agreement.

Item 11.b Item 7.b
3 Figure 1 – Proximity Map
Previous Actions
September 2004
The Solano County Local Agency Formation Commission (LAFCO) approved the annexation of the property as part of the Southtown/Moody Annexation into the City of Vacaville (LAFCO Resolution No. 04-08).

June 2005
LAFCO filed a Certificate of Completion finalizing the Southtown Annexation into the City of Vacaville, including the subject property.

September 2018
The Vacaville City Council adopted a Mitigated Negative Declaration (MND), Zoning Map Amendment, DA, and Vesting Tentative Map for the Vandengate Subdivision located east of Vanden Road and south of Alamo Drive.

January 2020
The Director of the Community & Economic Development Department approved a Planned Development request to construct three house plan models on 43 lots in the Vandengate Subdivision.

April 2022
The Director of the Community & Economic Development Department approved a Modification to the original Tentative Map to change street patterns and reduce the total number of lots from 43 to 42. In addition, the Director approved a 2-year extension for the house plans, from April 12, 2022 to April 12, 2024.

June 2022
Item 11.b Item 7.b
4 The City Council approved a comprehensive update to the City’s Development Impact Fee Program and directed staff to suspend collection of CBC fees from active DAs.

June 2024
The Director of the Community & Economic Development Department approved a second twoyear extension for the house plans, from April 12, 2024 to January 30, 2026.

November 2025
The City Council approved the Final Map for the Vandengate Subdivision.

Project Analysis
The purpose of the DA amendment is to ensure compliance with City Council’s direction from June 28, 2022. Section 5.K of the Vandengate DA requires the Developer to pay a CBC fee2 with every single-family home that is built within the development. The Developer (Vanden Cove, LLC.) agrees with the DA amendment, as depicted in Exhibit B to Attachment 3. The City has not collected any CBC fees since City Council’s direction in 2022.

The Vacaville Municipal Code (VMC) Section 14.17.050.020 requires DA amendment proposals to follow the same public noticing and hearing procedures as originally required when the DA was adopted (Section 14.17.218.020 – Amendment of Development Agreement). In this case, the DA amendment must be reviewed by the Planning Commission, and the Planning Commission must make a recommendation to the City Council. Pursuant to VMC Section 14.17.214.020 (Approval Process – Action by the Planning Commission), the Planning Commission is authorized to recommend that the City Council take one of the following actions: (1) approve the amendment; (2) approve the amendment with modifications; or (3) deny the amendment. Prior to adopting an amendment to a development agreement, the decision-maker shall make certain findings, as described under VMC Section 14.17.210.020.A (Amendment of Development Agreement).

Staff’s Analysis
It is staff’s opinion that the amendment is acceptable, because: (1) the amendment is consistent with City Council’s direction; (2) the amendment does not change any obligations required by the development agreement; and (3) the amendment is necessary to formally recognize that no additional CBC fees will be collected, as directed by City Council in June 2022.

Public Outreach
On May 6, 2026, the City mailed 210 public notices to property owners and tenants within 600 feet of the project boundary. In addition, notification was published on the City’s website and the Vacaville Reporter, and on-site posters were installed at the project site on Saturday, May 9, 2026. City staff believe that this public outreach, as required by the VMC is appropriate for the project because: (1) the amendment does not change the project; (2) the amendment does not appear to have contentious issues that require exceptions to development standards; and (3) the site has been planned for residential development since 2018. 2 The CBC fee is normally paid at the time of Building Permit issuance.

Item 11.b Item 7.b
5 Environmental Review
Reaffirmation of Previous Environmental Assessment
Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15162, no new subsequent environmental analysis is required unless the lead agency determines (1) there are substantial changes in the project that results in new environmental effects or a substantial increase in the severity of previously identified significant effects; (2) there are substantial changes to the circumstances under which the project was undertaken that results in new environmental effects or a substantial increase in the severity of previously identified significant effects; or (3) there is new information of substantial importance that could not have been known at the time of the original environmental assessment was prepared. On September 11, 2018, the Vacaville City Council adopted a MND for the Vandengate Subdivision (State Clearinghouse Number 2017082003). This MND evaluated and disclosed the environmental impacts created by the subdivision and DA. Consistent with CEQA Guidelines Section 15162, the DA amendment does not introduce any new impacts, and therefore, no subsequent environmental review is required.

Conclusion
Based on city staff’s analysis identified above, the amendment meets the applicable General Plan and VMC criteria and should be approved.

Levine Act
The Levine Act (Government Code 84308) is a California law aimed at preventing "pay-to-play" practices. As of January 1, 2025, it prohibits "parties" and "participants" in a proceeding involving a license, permit, or other entitlement (including contracts and land use entitlements) from contributing more than $500 to an "officer" of the agency during specified time periods. "Agents" are completely prohibited from making any contributions (regardless of amount) during these periods. Officers are also prohibited from accepting, soliciting, or directing contributions exceeding $500 from parties or participants in such proceedings. "Soliciting" means actively requesting or encouraging a contribution. "Directing" means instructing, causing, or commanding someone to make a contribution (including on behalf of another officer, candidate, or committee). If an officer receives a contribution in excess of $500 from a party or participant in a proceeding, the officer is prohibited from participating in any decision-making, discussion, vote, or action related to that proceeding. The prohibition applies while the proceeding is pending and for 12 months following the date a final decision is rendered in the proceeding. Attachment 5 includes the Levine Act disclosure form for this project.

Recommendation
By simple motion, recommend that the City Council adopt the subject resolution and introduce the subject ordinance.

List of Attachments

1. Location Map
Item 11.b Item 7.b
6 2. Draft Resolution w/
Exhibit A – Findings of Fact

3. Draft Ordinance w/
Exhibit A – Findings of Fact
Exhibit B – First Amendment to Development Agreement

4. Adopted Vandengate Development Agreement

5. Levine Act Disclosure Form
Item 11.b Item 7.b
Fry Rd
Midway Rd
Pleasants Valley Rd
Peabody Rd Marshall Rd
Alamo Dr
Vaca Val ley Pkwy
E Monte Vista Av
Vanden Rd
N Orchard Av
Fruitvale Av
Davis St
Yellowstone Dr
S Orchard Av
Foothill Dr
Mills Ln
Merchant St
W Monte Vista Av
Vaca Station Rd
N Alamo Dr
Foxboro Pkwy
%&'(80
Farrell Rd
Byrnes Rd
Allison Dr
Browns Valley Pkwy
Browns Valley Rd
Elmira Rd
Ulatis Dr
Buck Av
Gibson Canyon Rd
%&'(80
%&'(505
Hawkins Rd
Alamo Dr
Orange Dr Nut Tree Pkwy
Vaca Valley Pkwy
California Dr
Leisure Town Rd
Nut Tree Rd
Lewis Rd
Lagoon Valley Rd
Project Site
City of Vacaville
Location Map
Vandengate Development
Agreement Amendment
Community & Economic
Development Department N Project Site
City Limits
Item 11.b Item 7.b
Attachment 2
Vandengate Development Agreement Amendment
Draft Resolution
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
Development Agreement Amendment
File No. 26-040
Resolution No. __________
Resolution of the City Council of the City of Vacaville reaffirming the Vandengate Mitigated Negative Declaration for the first amendment to the development agreement for the Vandengate Subdivision, located east of Vanden Road and south of Joyce Drive on Assessor Parcel Number 0137-010-140
Whereas, on September 11, 2018, the Vacaville City Council adopted a Mitigated Negative Declaration (MND) (State Clearinghouse Number 2017082003) and approved a Development Agreement and Vesting Tentative Subdivision Map for the Vandengate Subdivision; and
Whereas, on June 28, 2022, the City Council adopted the 2022 Development Impact Fee Program under Resolution No. 2022-059 and directed city staff to amend various active development agreements for the purpose of removing any requirement to pay a Community Benefit Contribution (CBC) fee;
Whereas, on April 22, 2026, Vanden Cove, LLC. (“Applicant”) provided the City of Vacaville with written authorization to process an amendment to the Vandengate Development Agreement to remove the requirement to pay a CBC fee under Section 5.K of the development agreement for the following project:

Vandengate Subdivision
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
Whereas, the City of Vacaville Planning Commission held a duly noticed public hearing on May 19, 2026, to consider a Reaffirmation of the Previous Environmental Assessment and Development Agreement Amendment, where they received testimony from City staff, the Applicant, and all interested persons regarding the proposed project; and Whereas, the Planning Commission voted _____ to recommend the City Council of the City of Vacaville reaffirm the Mitigated Negative Declaration and adopt the Development Agreement Amendment for the Vandengate Subdivision, based on the findings of fact, as shown in Exhibit A; and
Whereas, the City Council of the City of Vacaville held a duly noticed public hearing on June 23, 2026, to consider a Reaffirmation of the Previous Environmental Assessment and Development Agreement Amendment, where they received testimony from City staff and all interested persons regarding the proposed project, and also considered testimony and evidence submitted at the Planning Commission hearing.

Item 11.b Item 7.b
Now, therefore, be it resolved, that the City Council of the City of Vacaville finds that, based on substantial evidence in the record:

1. The foregoing recitals are true and correct and are incorporated by reference into this action.

I hereby certify that the foregoing resolution was introduced and passed at a regular meeting of the City Council of the City of Vacaville, held on the ____ day of June 2026 by the following vote:

Ayes:

Noes:

Absent:

Attest:
_____________________________________
Michelle A. Thornbrugh, City Clerk
List of Exhibits
Exhibit A – Findings of Fact
Item 11.b Item 7.b
Exhibit A to Attachment 2
Vandengate Development Agreement Amendment
Draft Resolution
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
Development Agreement Amendment
File No. 26-040
Code sections referenced below are from the Vacaville Municipal Code (VMC) or California Environmental Quality Act (CEQA) Guidelines, unless otherwise specified.

Environmental Review Findings
VMC 14.03.025.030 Findings for Reaffirmation.

A. The decision-maker hereby adopts the following findings to support the decision:

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5. That no new environmental document would be required.

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Attachment 3
Vandengate Development Agreement Amendment
Draft Ordinance
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
Development Agreement Amendment
File No. 26-040
Ordinance No. _______
(First Reading)
Ordinance adopting the first amendment to the Development Agreement between the City of Vacaville and Vanden Cove, LLC. regarding the development of real property commonly referred to as Vandengate, located east of Vanden Road and south of Joyce Drive on Assessor Parcel Number 0137-010-140
Whereas, the City Council of the City of Vacaville (“City Council”) adopted that certain development agreement by and between the City of Vacaville and Forecast Land Investment, LLC. regarding the development of real property commonly referred to as Vandengate (“Development Agreement”) in accordance with the findings in City Council Ordinance No. 1930; and
Whereas, pursuant to Section 15.B of the Development Agreement, all obligations were transferred to Vanden Cove, LLC. (“Applicant”), who acquired the property from Forecast Land Investment, LLC.; and
Whereas, on June 28, 2022, the City Council adopted the 2022 Development Impact Fee Program under Resolution No. 2022-059 and directed city staff to amend the Vandengate Development Agreement to remove the requirement to pay the Community Benefit Contribution (CBC) Fee as required under Section 5.K of the Development Agreement; and Whereas, on April 22, 2026, the Applicant provided the City of Vacaville with written authorization to process an amendment to the Vandengate Development Agreement to remove the requirement to pay a CBC fee under Section 5.K of the Vandengate Development Agreement; and
Whereas, the City Council finds that the proposed amendment is necessary to ensure compliance with City Council direction and that the Applicant does not unnecessarily pay the CBC fee.

Now, therefore, the City Council of the City of Vacaville does ordain as follows:

Section 1. The City Council approves the First Amendment to the Development Agreement (“First Amendment”) as shown in Exhibit B, which is attached and hereby incorporated herein.

Section 2. The City Council has reviewed the requested amendment for the Vandengate Development Agreement, as shown in Exhibit B hereto, and adopts findings of fact pursuant to Vacaville Municipal Code Section 14.17.050.020 (Amendment of Development Agreement), hereby attached as Exhibit A.

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Section 3. The City Council finds that the First Amendment, attached hereto as Exhibit B, is necessary to ensure that said lands ultimately are used for the purposes that are most appropriate and most beneficial from the standpoint of the City as a whole.

Section 4. If any section, subsection, phrase, or clause of this ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, phrase, or clause thereof, irrespective of the fact that any one or more sections, subsections, phrases, or clauses be declared unconstitutional.

Section 5. This ordinance shall take effect thirty (30) days after passage thereof.

Section 6. This ordinance shall be published in accordance with the provisions of Government Code Section 36933.

I hereby certify that this ordinance was introduced at a regular meeting of the City Council of the City of Vacaville, held on the ___ day of ________, 2026, by the following vote:

Ayes:

Noes:

Absent:

Attest:

Michelle A. Thornbrugh, City Clerk
List of Exhibits
Exhibit A – Findings of Fact
Exhibit B – First Amendment to Development Agreement
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Exhibit A to Attachment 3
Vandengate Development Agreement Amendment
Findings of Fact
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
Development Agreement Amendment
File No. 26-040
Code sections referenced below are from the Vacaville Municipal Code (VMC) or California Environmental Quality Act (CEQA) guidelines, unless otherwise specified.

2. That the First Amendment is consistent with the original intent of the Development Agreement; and
Finding: The requested amendment meets this finding, because: (1) the Development Agreement remains in full force and effect; and (2) the requested revision is consistent Item 11.b Item 7.b
2 with City Council direction to remove the Community Benefit Contribution fee from any active development agreements.

3. That the First Amendment would not be detrimental to the public health, safety, or welfare of the community.

Finding: The requested amendment meets this finding, because: (1) the amendment does not change or alter any obligations by either party; (2) the original project and development agreement was found to not be detrimental to the public health, safety, or welfare of the community, and the amendment will be consistent with the original project; (3) the project provides a diversity of single family lot sizes; and (4) the project fulfills pressing land use needs in the City, namely the provision of additional housing and additionally the provision of appropriate environments for moderate- and abovemoderate-income housing and including housing designed to attract business executives and professionals.

Development Agreement Amendment Conclusion
Based on the findings of fact above, the project meets the criteria for adopting the requested development agreement amendment.

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Exhibit B to Attachment 3
Vandengate Development Agreement Amendment
Draft First Amendment to Development Agreement
East of Vanden Road and south of Joyce Drive
Assessor Parcel Number 0137-010-140
Development Agreement Amendment
File No. 26-040

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Vacaville
650 Merchant St.

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT

BY AND BETWEEN THE CITY OF VACAVILLE
AND VANDEN COVE, LLC.

REGARDING THE DEVELOPMENT OF REAL PROPERTY COMMONLY

REFERRED TO AS VANDENGATE
___________________________________
DATE

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This FIRST AMENDMENT (“First Amendment”) to the DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF VACAVILLE AND DISCOVERY BUILDERS, INC. REGARDING THE DEVELOPMENT OF REAL PROPERTY COMMONLY REFERRED TO AS VANDENGATE (the “Development Agreement”) is entered into this ___ day of _______, 2026, by and among VANDEN COVE, LLC, a California LLC (“Developer”), and the CITY OF VACAVILLE, a California municipal corporation (“City”). Developer and City may be referred to herein each as a “Party” and collectively as the “Parties”.

This First Amendment is entered into on the basis of the following facts, understanding and intentions of the Parties:

RECITALS:

A. City and Forecast Land Investment, LLC. entered into the Development Agreement, dated as of September 25, 2018, and recorded in the Official Records of Solano County as Document No. 201800084469.

B. Forecast Land Investment, LLC. transferred the property to Vanden Cove, LLC, who inherited all obligations under the Development Agreement pursuant to Section 15 (Transfers and Assignments) of the Development Agreement, and is the fee owner of the Property subject to the Development Agreement under Section 3.A of the Development Agreement and described in Exhibit A to this First Amendment.

D. On June 28, 2022, the City Council of the City of Vacaville directed city staff to remove the obligation to pay a Community Benefit Contribution (CBC) fee under Section 5.K of the Development Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other valuable consideration, the Parties hereto agree to the following:

1. Defined Terms. All capitalized terms used herein shall have the meanings given in the Development Agreement, except as expressly otherwise defined in this First Amendment.

2. Specific Amendment. Section 5.K. (starting at page 17 of the Development Agreement) is hereby deleted in its entirety.

3. Ratification. Except as expressly modified by this First Amendment, the Development Agreement remains in full force and effect.

4. Effective Date and Recordation. The “Amendment Effective Date” of this First Amendment shall be the date the Parties execute this First Amendment, which shall then be recorded in the Official Records of Solano County within ten (10) days of the Amendment Effective Date.

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5. Counterpart and Electronic Signature. As permitted under the U.S. Electronic Signatures in Global and National Commerce (ESIGN) Act of 2000, and the Uniform Electronic Transactions Act (UETA), the parties hereby agree to conduct this transaction by electronic means. This First Amendment may be executed through an electronic signature and may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that the electronic signatures appearing on this First Amendment are intended by each party using it to have the same force and effect as the use of a manual signature for the purposes of validity, enforceability, and admissibility.

IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment as of the date first written above.
“CITY”

CITY OF VACAVILLE,
a Municipal Corporation

Savita Chaudhary, City Manager
Approved as to form:

Andria Borba, City Attorney
“DEVELOPER”
Vanden Cove, LLC
a California LLC
By:_____________________________
Name:

Title:

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EXHIBIT A
The Property

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ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:

SOUTHWEST CORNER OF THE LAND DESCRIBED IN THE DEED TO FORECAST LAND INVESTMENT LLC, RECORDED ON JANUARY 13, 2006 UNDER RECORDERS SERIES NUMBER 2006-06146, IN THE OFFICE OF THE COUNTY RECORDER OF

BEING THE SAME PARCEL OF LAND DESCRIBED AS PARCEL A IN THAT CERTAIN

CERTIFICATE OF COMPLIANCE FOR WAIVER OF PARCEL MAP LOT LINE ADJUSTMENT WAIVER NO. 19-06, RECORDED FEBRUARY 21, 2020, INSTRUMENT NO. 202000013765, OFFICIAL RECORDS.

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inovotalReooxds:
\&F810-69818600844884
99554/2018/
APN 137-010-080 and 137-010-090
Description Amount
$0.00
$0.00
Total Amount Due $0.00
$0.00
Enjoy the Rest of Your Day
i

PLEASE KEEP FOR YOUR REFERE
Order #:

Status
Tender Breakdown
Cash
WHEN RECORDED MAIL TO:Michelle ThornbrughCity ClerkCity of Vacaville650 Merchant Street, Vacaville, CA 95688

RECORDING FEESEXEMPT PURSUANT TO
GOVERNMENT CODE §27383
RECORDING REQUESTED BY:

City of Vacaville
Official Documents
Document 201800084469AGREEMENT
No Fee
CITY OF VACAVILLEAR51Receipt #: 00801247 12/14/20
Vandengate, Development Agreement
9-20-18
20181214000141
Paid

DEVELOPMENT AGREEMENT

BY AND BETWEEN THE CITY OF VACAVILLE

AND FORECAST LAND INVESTMENT, LLC

REGARDING THE DEVELOPMENT OF REAL PROPERTY COMMONLY REFERRED

TO AS VANDENGATE
September 25, 2018
DATE
Marc C. Tonnesen
Solano County
Assessor/Recorder
675 Texas Street, Suite 2700
Fairfield, CA 94533
(707) 784-6290 / Vitals: (7
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99 RECITALS
This Agreement is made with reference to the following facts:

DEVELOPMENT AGREEMENT

BY AND BETWEEN THE CITY OF VACAVILLE

AND FORECAST LAND INVESTMENT, LLC

REGARDING THE DEVELOPMENT OF REAL PROPERTY COMMONLY REFERRED

TO AS VANDENGATE
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E. City acknowledges that Developer’s agreement to make the commitments herein furthers E In exchange for the Public Benefits to City described in this Agreement, together with G. City has given the required notice of its intention to adopt this Agreement and has H. On August 21,2018, City’s Planning Commission (the “Planning Commission”), the 3 initial hearing body for purposes of development agreement review, unanimously recommended approval of this Agreement. On September 25, 2018, City’s City Council (the “City Council”) adopted its Ordinance No. 1930 approving this Agreement and authorizing its execution. other benefits that will result from the development of the Project Site, the parties now desire to set forth their understandings and agreement concerning the vesting of Developer’s right to develop the Project Site in accordance with the Project Approvals (as hereinafter defined).

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I. Developer has secured various environmental and land use approvals, entitlements, and MNP. The Mitigated Negative Declaration (State Clearinghouse No. (1) 66MND").
(2) Development Agreement. On August 21, 2018, following a duly-noticed public (3) Zone Change. On September 25, 2018, following Planning Commission review (4) Vesting Tentative Map. On September 11, 2018, following review and J.
(1) determined that the MND adequately addressed this Agreement and made the findings required by CEQA; and
(2) after a duly-noticed public hearing, made appropriate findings required by K. Applications for land use approvals, entitlements, and permits other than the Project 4 permits relating to the development of the Project (the “Project Approvals”). These Project Approvals include, without limitation, the following:
and recommendation, and after a duly-noticed public hearing, the City Council, by Ordinance No. 1929 approved the rezoning of the Project Site (the “Zone Change”). 2017082003), which was prepared pursuant to CEQA, was unanimously recommended for certification by the Planning Commission on August 21, 2018, and certified with findings by the City Council on September 11, 2018, by Resolution No. 2018-100 (the Division 14.17 of the Vacaville Municipal Code that the provisions of this Agreement are consistent with the General Plan.

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L. Developer and City agree that phased final maps may be recorded in substantial M. For the reasons recited herein, City and Developer have determined that the Project is a N. The terms and conditions of this Agreement have undergone extensive review by City’s

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NOW, THEREFORE, in consideration of the premises, covenants and provi sions set forth herein, the parties agree as follows:

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C. Termination Of Agreement
(1) Expiration of Term. Except as otherwise provided in this Agreement, this (2) Survival of Obligations. Upon the termination or expiration of this Agreement as Contribution”; 5.N., “Water Annexation Fee”; and 5.O., “Roadway Improvements”. (3) Termination by City. Notwithstanding any other provision of this Agreement, a. City complies with all termination procedures set forth in the Development Agreement Legislation,
b. there is an alleged default by Developer and. such default is not cured pursuant to Section 7 of this Agreement,
c. Developer has first been afforded an opportunity to be heard regarding the alleged default before the City Council, and
d. this Agreement is terminated only with respect to that portion of the Project Site to which the default applies.

Neither City nor any agency of City shall enact any ordinance, resolution, rule, procedure or other measure that relates to the rate, timing or sequencing of development of the Project Site.

Except as specifically provided herein to the contrary and in accordance with the purpose of the Development Agreement Legislation, the development agreement provisions set forth in Division 14.17 of the Vacaville Municipal Code, and in consideration of the benefits derived by City as recited herein, no future modification of City’s codes or ordinances, or adoption of any code, ordinance, regulation or other action that purports to limit the rate of development over time or alter the sequencing of development phases (whether adopted or imposed by the City Vandengate, Development Agreement
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B. Vested Elements
Vested Elements. 661 »9
(1) The General Plan, approved by the City Council on August 11, 2015, including any amendment thereto enacted prior to the execution of this Agreement. 7 Certain actions of City identified below (the full enactments of which are incorporated herein by reference thereto), are declared binding and not subject to change except if specifically stated to the contrary elsewhere in this Agreement. Such actions are hereinafter referred to herein as the Council or through the initiative or referendum process) shall apply to the Project Site.

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(2) The Zone Change.
(3) Mitigation measures proposed (and not rejected by City as infeasible) in the (4) Parcel map waivers, tentative parcel maps, tentative subdivision maps, vesting (5) The Vandengate Vesting Tentative Map.
(6) Conditions of Approval related to the project and attached to the approved Resolutions.

Mitigated Negative Declaration with respect to the Specific Plan and related development project actions for the Project Site.

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Limit or reduce the density or intensity of the Project, or any part thereof, or (1) (2) Change any land uses or other permitted uses of the Project Site until the Project, (3) Limits or controls the rate, timing, phasing or sequencing of the approval, (4) Except as otherwise permitted by this Agreement, enforce or apply any City Law (5) Require the obtainment of additional discretionary permits or approvals by City 9 other than those required by applicable law or which City is required to impose by the authority of the state or federal government or of special districts or agencies that are not subject to the authority of City and whose jurisdiction extends to the Project Site. the Project or as part of a general enactment that applies to or affects construction or development in the City:
development or construction of all or any part of the Project in any manner so long as all necessary infrastructure adequate to serve such development or construction is constructed or provided by Developer, unless otherwise expressly provided for in this Agreement.
or portion thereof, has been completed as evidenced by issuance of a certificate of occupancy by City’s Building Division (or completion of final inspection if no certificate of occupancy is required).
otherwise require any reduction in the square footage or number of proposed buildings or other improvements. However, this provision shall not require City to increase the density of allowable development on the Project Site to offset or compensate for a reduction in density resulting from state or federal laws including, but not limited to, laws relating to airport safety or wetlands, species or habitat protection, preservation or restoration. The foregoing provision is not intended to limit Developer’s legal rights against state or federal authorities imposing such laws, but is intended to disallow suit against City due to the impact of such laws upon the Project and to free City from any obligation to increase the density of development, whether commercial or residential or otherwise, in one area of the Project Site due to reduction in available, developable lands in other areas of the Project Site other than as set forth in the Specific Plan. City, however, agrees to cooperate with Developer in Developer’s attempt to mitigate or minimize the impacts from such reductions in density on the overall development of the Project Site. As used in the preceding sentence, City’s duty to “cooperate” with Developer does not include the obligation to contribute financially to such attempts by Developer.
to the Project that is not uniformly applied on a city-wide basis to substantially similar types of development projects and project sites with similar land use designations. The foregoing notwithstanding, City shall be allowed to establish zones of benefit, rate zones, benefit districts, assessment districts or similar financing mechanisms, which may apply to the Project Site, so long as the costs associated with such zones, districts or mechanisms are: (i) uniformly applied to all similar uses within the affected zone, district or area, and (ii) not exclusively imposed upon or assessed against the Project.

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(6) Impose or enforce any City ordinance or regulation, which controls commercial rents charged within the Project Site.

Permit Allocations; Obligation Of Developer To Designate Persons To Whom Permits Are To Be Allocated
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(2) Should Developer propose to assign the annual allocation, or any portion thereof. (3) In the event there is no assignment of the annual building permit allocation by City G. Undergrounding Of Public Utilities
H. Coordination Of Construction Of Offsite Improvements I. Environmental Mitigation
InfrastructureJ.
(1) Infrastructure Phasing Flexibility. Notwithstanding the provisions of any 11 phasing requirements in the Project Approvals, Developer and City recognize that economic and market conditions may necessitate changing the order in which the to a Project builder other than Developer, Developer shall submit to City’s Director of Community Development an application for assignment identifying such other builder(s) and the number(s) of permits proposed to be allocated. The application shall be submitted to the Director within the time period specified by and approved by the Director. and subject to the limits set forth in Subsection 2.F.(1), City shall issue building permits under the Phasing Plan on a first-come first-served basis.

Developer shall underground power, cable TV, communication and telephone lines, if any, at Developer’s cost.

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(2) Infrastructure Capacity. Subject to Developer’s installation of infrastructure in K. Model Homes
SECTIONS. PROPERTY SUBJECT TO THIS DEVELOPMENT AGREEMENT A. Property Subject To This Agreement
All of the property described in Exhibit A-1 shall be subject to this Agreement.

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(2) The term of any conditional use permit, design review approval, planned A. Community Facilities District Annexation
B. Landscaping, Lighting and Maintenance Assessment Districts 13 Notwithstanding anything to the contrary in this Agreement, the Term of this Agreement shall be subject to termination by City (but not by Developer) for failure on the part of Developer to achieve the objectives stated below, subject to the provisions of this Agreement relating to permitted delays and delaying causes. Developer’s performance in achieving these objectives shall be considered and evaluated as part of the Annual Review as provided in Section 8 of this Agreement. The objectives to be achieved by Developer are:
development or other zoning entitlement or discretionary approval for development of any portion of the Project Site shall be one (1) year, which period of time may be extended for two (2) additional one (1) year terms by the decision maker having decision-making authority over such time extension. However, any such permit, approval, or entitlement shall continue in effect and shall not require a time extension if:
(i) in the case of a residential use (i.e. single-family residences), the building foundation for at least one (1) residential structure is installed and completed and, thereafter, Developer diligently continues construction towards completion or, (ii) in the case of a non-residential use (i.e. commercial, industrial and other non-residential uses), Developer obtains a building permit and diligently continues construction towards completion.

SECTION 4. MATERIAL OBLIGATIONS OF DEVELOPER; TERMINATION FOR

BREACH OF SUCH OBLIGATIONS
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A. No Obligation To Develop
B. General Obligations
C. Infrastructure Construction; Dedication Of Land, Rights of Way And Easements 14 Developer shall dedicate, without compensation, deduction, or credit, road rights-of-way, utility and other easements required for development of the Project in accordance with the Vested Elements. City shall cooperate with Developer and use its best efforts to bring about construction of the infrastructure required for the development contemplated in the Vested Elements that is beyond Developer’s control, including county, state, or federal participation in such construction and, when appropriate, as determined by City in its sole discretion, through the annexation before the recordation of the first final map creating residential lots or parcels on the Project Site.

SECTION 5. DEVELOPER’S OBLIGATIONS FOR WHICH CITY MUST ALLOW

DEVELOPER RIGHT TO CURE DEFAULT
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D. Developer Funding Of Infrastructure Shortfalls
E. No Mineral Exploitation; Water Rights; Closure And Transfer Of Existing Water Wells And Water System
F. Processing Charges, Development Impact Fees Applicable To Pro ject Site (1) New Regulatory or Development Impact Fees. Nothing herein contained shall 15 be construed to prevent City from enacting new regulatory fees or development impact fees that may be imposed on all or portions of the Project Site or development thereof provided: (i) the amount charged has been determined in accordance with all applicable law; and (ii) Developer is given credit for: (a) fees previously paid, and (b) the fair value exercise of the power of eminent domain so long as funds are available therefor without cost or expense to City, either from bond sales proceeds, cash payments, or a combination thereof.

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(2) Development Impact Fees, Etc. Defined. For purposes hereof, “development (3) Limitation on Development Impact Fees. The Project Site shall not be subject W Processing Costs. Nothing herein contained shall exempt Developer from paying Developer Procures Financing For Major InfrastructureG.

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L. Water Annexation Fee
M. Roadway Improvements
(1) Vanden Road.

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(2) Construction Completion. Developer shall complete the Vanden Road SECTION 6. Existing Home
1) The following shall apply to the existing home:
a) The final map shall create Lot 44 for the existing home. b)
c)
d)
SECTION 7. Off-site Storm Drain Improvements.
19 Storm water runoff shall not drain to the existing subdivision to the east as shown on the tentative map. Runoff shall follow the route of draining to Vanden Road, and then south to the north side of New Alamo Creek. Runoff shall continue east to the existing drop structure in the creek. The outfall shall be located east of the drop structure. The north side of the creek is owned by the Solano County Water Agency (SCWA). SCWA has tentatively approved the plan to have the Developer locate the storm drain within SCWA’s property. The City and SCWA will enter into a maintenance agreement for the maintenance of the storm drain and outfall. The Developer shall bear any costs to the City and SCWA for the preparation and recordation of the maintenance agreement. The Developer shall make any necessary improvements as required by SCWA. The Developer shall construct a maintenance road over the storm drain within the limits of SCWA property. The storm drain in Vanden Road shall be designed and constructed at the location for the ultimate build-out of Vanden Road. The Developer shall obtain any necessary right-of-way for the construction of the storm drain on Vanden Road. The Developer shall size the storm drain to include runoff from parcels 0137-010-070 and 0137-010-060. The City will After creation of Lot 44 with the recordation of the final map for this project, if a parcel map is recorded or a building permit is issued on Lot 44, the Owner of Lot 44 shall remove access from Vanden Road to Lot 44 at that time. With removal of access from Vanden Road, new access shall come from Joyce Drive as shown on the Tentative Map.

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SECTION 8. PROVISIONS RELATING TO ASSESSMENT PROCEEDINGS A. Construction And Acquisition Proceedings
B. Maintenance District Proceedings
(1) City-Initiated Proceedings. City is authorized to, and presently contemplates, 20 support the formation of a benefit district to enable the Developer to be reimbursed for the required upsizing of the storm drain.
the creation and establishment of maintenance districts to fund maintenance and operating costs for wetlands mitigation areas, storm water drainage and detention areas, landscape medians, parks, landscaping areas, open space maintenance, street lighting and other improvements. If City creates such a maintenance district, City may, in its sole discretion, allow Developer (or a designated successor, agent or homeowners association, collectively referred to as “Developer” for the purpose of Subsections 8.C. through 8.F.) to perform some or all of such maintenance work, provided such work is performed to City’s standards and satisfaction and Developer agrees to indemnify, defend, and hold City and its officials and employees harmless from any injury or damage resulting from such performance of work. City shall credit Developer the value of such work performed Developer may propose or initiate proceedings for the formation of an assessment and/or community facilities district for the purpose of financing the payment of all or a portion of the design, acquisition and construction costs required for any on-site or off-site improvements that are designed and constructed by Developer in connection with its development of the Project Site (or portions thereof) pursuant to the Vested Elements. City shall diligently process such proposal provided: (i) the proposal complies with law, (ii) it is otherwise regular in form, (iii) it is consistent with City’s standards, (iv) it provides for a lien-to-value ratio and other financial terms that are reasonably acceptable to City, (v) the person, firm or entity initiating the formation proceedings advances such funds as City requires to provide staffing and outside consultants to undertake such proceedings, and (vi) City has reviewed and approved the consultants proposed by Developer for such undertaking including, but not limited to, bond counsel and the financial advisory underwriter, which approval shall not be unreasonably withheld. City shall diligently seek to sell any bonds to be issued and secured by such assessments upon the best terms reasonably available in the marketplace; provided, however, that City’s duty to market such bonds shall be suspended during any period when marketing conditions render the issuance of such bonds economically infeasible. Developer may initiate improvement and assessment proceedings utilizing assessment mechanism s authorized under the law of the State of California where the property subject to assessment provides primary security for payment of the assessments. Developer (or any successor of Developer as to any portion of the Project Site as to that portion) may initiate such assessment proceedings with respect to that portion of the Project Site to provide financing for the design or construction of improvements for such portion of the Project Site. City shall allocate shortfalls or cost overruns in the same manner as the special taxes or assessments for construction of improvements are allocated in a communi ty facilities district or other similar financing mechanism (as opposed to assessments for maintenance) so that each lot and/or parcel within the benefited area (including the Project Site) shall bear its appropriate share of the burden thereof.

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(2) Developer-Initiated Proceedings. Developer may submit requests to City to (3) Mechanism. Developer and/or City shall have the right to form or create such (4) Portion of Project Site. Developer and/or City may initiate proceedings for (5) Inspection of Developer-Maintained Improvements. In the event Developer C. Right Of Reimbursement From Assessment Proceeds
Right Of Reimbursement From Others BenefitedD.
21 If City requires Developer to plan, design or construct excess or oversized improvements (such as improvements beyond those required by City and necessary for development of the Project Site) or to dedicate land or provide mitigation measures in excess of those necessary to mitigate the Project’s impacts, Developer may seek to require other property owners not included within maintenance districts under any mechanism authorized by law where the benefited property may be assessed or charged for payment of such maintenance and operating cost.
against the assessment that Developer would otherwise pay to the maintenance district.

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SECTION 9, DEFAULT, REMEDIES, TERMINATION OF AGREEMENT
A. Notice Of Default And Liability
B. Remedies
22 Upon expiration of the cure period referenced above, if the default remains uncured, or if such cure cannot be accomplished within such cure period and the defaulting party has not commenced such cure during such period and diligently prosecuting such cure thereafter, the non-defaulting party may, at its option, give notice of intent to terminate this Agreement pursuant to Government Code Section 65868, or pursue such other remedies as may be available to such party. Any such notice of intent to terminate shall be given by certified mail, return receipt requested. In the event the notice of intent to terminate is given by City, the matter shall be scheduled for consideration and review by the City Council within sixty (60) days in accordance with Government Code Sections 65867 and 65868 and Vacaville Municipal Code § 15.60.080.

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C. No Waiver
D. Judicial Review Of Termination
E. Defaults By City
23 If City does not accept, review, approve or issue development permits, entitlements or other land use or building approvals, if any, for use in a timely fashion as provided in this Agreement or defaults in the performance of its obligations under this Agreement, Developer (or the owner of the Project Site, or portion thereof, to which such default applies) shall have the rights and Failure or delay in giving notice of default shall not constitute a waiver of default, nor shall it change the time of default. Except as otherwise expressly provided in this Agreement, any failure or delay by a party in asserting any of its rights or remedies as to any default by the other party shall not operate as a waiver of any default or of any rights or remedies of such party, nor shall it deprive such party of its right to institute and maintain any action or proceeding it may deem necessary to protect, assert or enforce any such rights or remedies. or not terminate this Agreement. If the City Council decides to terminate this Agreement, City shall give written notice thereof to the defaulting party.

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F. Obligation And Default Limited To Affected Parcel
G. Copies Of Default Notices
SECTION 10. ANNUAL REVIEW
A. Submission By Developer; Result Of Failure To Submit Showing RequiredB.
24 Notwithstanding anything to the contrary herein contained, when an obligation or duty hereunder to be performed, or a default has occurred, only with respect to a particular lot or parcel, such obligation or duty and any remedy or right of termination arising hereunder as a result of such failure to perform shall apply solely to such lot or parcel only and shall affect only the owner and/or the holders of the interest therein. No obligation, duty or liability will be imposed against or apply to any other parcel or portion of the Project Site for which no default has occurred.

Good faith compliance by Developer with the provisions of this Agreement shall be subject to annual review (“Annual Review”) pursuant to Government Code § 65865.1 and Chapter

14.17.218.010 of the Vacaville Municipal Code, utilizing the following procedures:

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9-20-18
Item 11.b Item 7.b
C. Notice Of Staff Reports; Opportunity To Respond
D. Director’s Findings: Appeal
E Notice Of Termination
F. Certificate Of Compliance
G. No Damages
25 In no event shall either party, or its boards, commissions, officers, agents or employees, be liable in damages for any default under this Agreement, it being expressly understood and agreed that the sole legal remedy available to either party for a breach or violation of this Agreement by the Not less than five (5) days prior to the conduct of any such review, the Director shall deliver to Developer a copy of any publicly-available City staff reports and documentation that will be used or relied upon by City in conducting the review. Developer shall be permitted an opportunity to respond to such staff reports and documentation by written or oral testimony at a public hearing to be held before the Director, if the Developer elects to request such a hearing.

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Item 11.b Item 7.b
SECTION 11. MITIGATION MONITORING
A. Permits And Approvals
B. Compliance With Mitigation Measures
A. Applicable Law
B. Attorney Fees.

Compliance with the various mitigation measures that are part of the Project and determined to be feasible in the MND that is certified in connection with the Project shall be determined as follows:

This Agreement shall be construed and enforced in accordance with the laws of the State of California.

SECTION 12. APPLICABLE LAWS; ATTORNEYS’ FEES; PERMITTED DELAYS;

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Item 11.b Item 7.b
C. Permitted Delays
D. Effect Of Subsequent Laws
27 Performance by any party of its obligations hereunder (other than for payment of money) shall be excused during any period of “Excusable Delay” as hereinafter defined. For purposes hereof, Excusable Delay shall include delay beyond the reasonable control of the party claiming the delay (despite the party’s good faith efforts to avoid or mitigate the delay) including, but not limited to: (i) acts of God; (ii) civil commotion; (iii) riots; (iv) strikes, picketing or other labor disputes; (v) shortages of materials or supplies; (vi) damage to work in progress by reason of fire, floods, earthquake or other catastrophes; (vii) failure, delay or inability of the other party to act; (viii) as to Developer only, the failure, delay or inability of City to provide adequate levels of public services, facilities or infrastructure to the Project Site including, by way of example only, the lack of water to serve the Project Site, or any part thereof due to drought; (ix) delay caused by governmental restrictions imposed or mandated by other governmental entities; (x) enactment of conflicting state or federal laws or regulations; (xi) judicial decisions excusing performance; and (xii) litigation brought by a third party attacking the validity of this Agreement or any of the approvals, permits, ordinances, entitlements or other actions necessary for development of the Project Site or any portion thereof, which delay a party’s performance hereunder; provided, however, that any party claiming an Excusable Delay shall promptly notify the other party (or parties) of any such delay and the reason therefor as soon as possible after the same has been ascertained by the party delayed.
proceeding brought to enforce this Agreement. The prevailing party in such action or proceeding shall not be entitled to recover its attorney fees and other costs from the other party.

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9-20-18
Item 11.b Item 7.b
E. Building Regulations
Building Regulations” consist of the California Code of Regulations Title 24 and amendments 66 F. Written Verification Of Sufficient Water Supply
28 City shall cooperate with Developer in its efforts to obtain other permits and approvals as may be required from other governmental or quasi-governmental agencies having jurisdiction over the Project Site or portions thereof (such as, for example, but not by way of limitation, public utilities or utility districts and agencies having jurisdiction over wetlands and air quality). City shall, from time to time, at the request of Developer join with Developer in the execution of applications for such permits and approvals as may be required to be entered into with any such other agency, so long as such participation will not involve the expenditure of City funds or the use of extensive staff time or expose City, in its sole judgment, to any legal liability. Permits and approvals required from other agencies may necessitate amendments to this Agreement and/or to one or more of the approvals or other approvals granted by City. City shall not unreasonably withhold its approval of amending this Agreement in order to comply with such other permits or approvals.

SECTION 13. OTHER GOVERNMENTAL PERMITS AND APPROVALS:

COOPERATION OF CITY
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Item 11.b Item 7.b
SECTION 14. MORTGAGEE PROTECTION
Mortgagee”) shall be entitled to the following rights and privileges:

Impairment Of Mortgage Or Deed Of TrustA.

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Item 11.b Item 7.b
SECTION 15. TRANSFERS AND ASSIGNMENTS
A. Right To Assign
B. Release Upon Transfer
C.
30 Developer shall have the right to sell, convey, transfer, or assign its rights to any portion of the Project Site. All of its rights, duties and obligations under this Agreement with respect to the portion of the Project Site so sold, conveyed, transferred or assigned shall pass to the party acquiring fee simple title to such portion of the Project Site so transferred for the development thereof. “Developer” shall mean the entities so identified herein and such successors thereto as may be identified as being entitled to such designation in a notice of transfer provided for below.

Vandengate, Development Agreement
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Approval; Right Of Amendment; Supplements Establishing Specific Rights And Restrictions; Review
Item 11.b Item 7.b
D. No Third Parties Benefited
E Covenants Run With The Land
31 Any parcel or property that is not part of the Project Site and that might, at the parties’ option, become subject to this Agreement through an amendment hereof may, as a condition thereof and at City’s option, be required to become a part of any community facilities district or assessment district created to fund the design, construction and maintenance of the infrastructure, landscape and other improvements funded by such district to the same extent as if said parcel or property had been part of the Project Site at the time of commencement of the Term of this Agreement. In becoming a part of such district, the owner of said parcel or property may, at City’s option, be assessed an additional amount as set by City to compensate for the costs previously borne by other owners within the district so that the added parcel or property is in the position it would have been in had it been part of the district (and the planning for initiation and formation thereof) from the district’s inception.

If approved by the City Council, such use shall be subject to those restrictions and conditions deemed appropriate by the City Council for such use.

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Item 11.b Item 7.b
SECTION 16. GENERAL PROVISIONS
A. Incorporation Of Recitals
Limitation On Effect Of AgreementB.

The recitals set forth above, and all defined terms set forth in such recitals and in the introductory paragraph preceding the recitals, are incorporated herein as though set forth in full.

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Item 11.b Item 7.b
E. Project Is A Private Undertaking
F. Hold Harmless; Indemnification of City
G. Cooperation In The Event Of Legal Challenge
33 applies (or that would be affected by any reduction or decrease in rights or increase in burdens caused by such change), unless expressly stated to the contrary elsewhere in this Agreement.

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Item 11.b Item 7.b
H. Notices
If to City:

With a copy to:

If to Developer:

Nothing contained in this Agreement or in any document executed in connection with this Agreement shall be construed as creating any joint venture or partnership between City and Developer.

Forecast Land Investment, LLC
4061 Port Chicago Highway, Suite H
Concord, CA 94520
Vandengate, Development Agreement
9-20-18
Item 11.b Item 7.b
K. Interpretation
L. Completion Or Revocation
M. Estoppel Certificate
N. Construction
O. Counterpart Execution
P. Time
Time is of the essence of each and every provision hereof. 35 To the maximum extent possible, this Agreement shall be construed to provide binding effect to the Vested Elements, to facilitate use of the Project Site as therein contemplated and to allow development to proceed upon all of the terms and conditions applicable thereto, including, without limitation, public improvements to be constructed and public areas to be dedicated.

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.

Vandengate, Development Agreement
9-20-18
Item 11.b Item 7.b
/
Len Augustine, Mayor David Nam, Deputy City Attorney I
Fore Land Ii .ent, LLC
a California Limited Liability Company
[ADD NOTARY CERTIFICATES]
36 CITY OF VACAVILLE,
a municipal corporation
Approved as to form:

Melinda C.H. Stewart, City Attorney
Vandengate, Development Agreement
9-20-18
“CITY”
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
“DEVELOPER”
Item 11.b Item 7.b
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STATE OF CALIFORNIA

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
(Civil Code §1189)
Title or Type of Document:

Signer(s) are Representing:

Document Date:

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. •FlTNNFT’ Item 11.b Item 7.b
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California
County of Solano
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personally appeared
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Place Notary Seal and/or Stamp Above Signature of Notary Public Development Agreement By and Between the City of Vacaville and Forecast Description of Attached Document Land Investment, LLC Regarding The Development of Real Property Number ofPages:

Signer(s) Other Than Named Above:

Si r's Name:
□ Corp' Officer - Titie(s):
□ Partner - • Limited □ General
Attorney in Fact
□ G ian of Conservator
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©2017 National Notary Association
Title or Type of Document:

Document Date:
□ individual
□ Trustee
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Commonly Referred to as Vandengate
September 25, 2018
□ Individual 3
□ Trustee
□ Other: ____________
Signer is Representing:

Signature
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No liability is assumed by reason of any
reliance hereon.

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(11-12)
Item 11.b Item 7.b
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Item 11.b Item 7.b
EXHIBIT A-1
The form of policy of title insurance contemplated by this report is:

The estate or interest in the land hereinafter described or referred or covered by this Report is:

Fee
Title to said estate or interest at the date hereof is vested in:

Forecast Land Investments, LLC, a California limited liability company PARCEL ONE:

EXCEPTING THEREFROM:

PARCEL TWO:

Note: No coverage is being offered for Parcel Two shown above, but is included for conveyance purposes only.

Being APN: 137-010-080 AND 137-010-090

Page 2 of 5 ends

Vacaville City CouncilJune 23, 2026

Vacaville City Council
June 23, 2026