Agenda, regular meeting, fourth session — Vacaville City Council, September 8, 2026 (part 2 of 2)

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MULTI PARCEL SOIL REPORT
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Multi Parcel Detail Summary
County:

Solano
Number of Parcels: 1
Total Parcel Acreage: 94.28
Parcels Included: 0143‐170‐100
USDA Soil Legend
Symbol
Name Slope
Grade
Irr. Cap.

Class
Non‐Irr.

Cap. Class
Storie
Index
Acres Parcel %
0Ca Capay silty clay loam 1 2 4 64 14.470 15.57
1Ca Capay silty clay loam 1 2 4 64 .904 .97
2Ca Capay silty clay loam 1 2 4 64 4.242 4.56
3SeA San Ysidro sandy loam, 0 to 2 percent slopes 1 4 4 67 17.038 18.33 4SfA San Ysidro sandy loam, thick surface , 0 to 2 percent slopes 1 3 4 67 42.479 45.70 5Sh Solano loam 1 4 4 31 10.333 11.12
6W Water 3.495 3.76
Total Soil Acres: 92.961
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13 Appendix: Scope of work—deﬁnitions, as-
signment conditions, and other disclosures
This section, together with section 4.4 (page 50), “Scope of the valuation process”, compose the scope of work of this appraisal assignment.

13.1 Appraisal parameters and deﬁnitions

13.1.1 Identiﬁcation of client
This appraisal is authorized by and written for Solano Land Trust (the client of this appraisal assignment, as deﬁned by USPAP).

13.1.2 Intended and authorized users
The intended users of this report are limited to the client, only. No other party is an authorized user of this report; no rights to use or rely on this report are given to any other party without the written consent of House Agricultural Consultants (hereinafterappraisers). This appraisal is to be used only in its entirety and no part is to be used separately from the whole report.

13.1.3 Purpose of appraisal
The purpose of this appraisal is to opine the market value54 of the appraised interest in the subject property as of the date of valuation, considering the subject’s physical condition as-is, and in terms of ﬁnancial arrangements equivalent to cash value in United States dollars (USD), given the assumptions and other limiting conditions herein.

13.1.4 Interest appraised
The interest appraised is a proposed perpetual conservation easement as described herein, subject to the assumptions and limiting conditions herein.

13.1.5 Intended use
As reported to the appraisers, the client’s intended use of this appraisal is assisting the client in purchasing the subject conservation easement from the landowner. This appraisal has not been prepared for tax purposes. The appraisers represent that this appraisal is suitable for the intended use stated, not for any other use. Uses for which the appraisal is unsuitable include, but are not limited to, any tax or litigation purpose.

13.1.6 The appraisal assignment
This appraisal assignment is to opine the fair market value of a proposed perpetual conservation easement as described herein. The opined value is presented in section 8 (page 81); all other value ﬁgures presented in this report are intermediate calculations only considered for purposes As deﬁned in section 4.6 (page 54).54
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of analysis. This appraisal is to be used only in its entirety for the intended use disclosed by the client—namely, assisting the client in purchasing the subject conservation easement from the landowner—and no part is to be used separately from the whole report.

13.1.7 Date of valuation
This appraisal’s eﬀective date of valuation is October 7, 2025, which is the date of our ﬁnal inspection within the scope of this appraisal assignment and a current date of value appropriate to the client’s intended use of this appraisal.

13.1.8 Report publishing date
The date of this report is as given on the reverse of the title page (page 2). This report is a completed, ﬁnal work product. This report is the only published revision of this appraisal. This report supersedes any previous revisions of this appraisal having an earlier date or a smaller revision number.

13.1.9 Standard compliance
The Appraisal Foundation publishes the Uniform Standards of Professional Appraisal Practice (hereinafter USPAP). This appraisal assignment has been completed in compliance with USPAP (2024 edition), and is subject to the assumptions and limiting conditions in section 13.2 (page 94), both general and speciﬁc; the appraisal certiﬁcation; the deﬁnitions included in this report; and all other particulars described in this scope of work. The ﬁnal analysis of the information available for this assignment has resulted in the value opinion presented in this report for the appraised interest of the subject property under the stated value premise described herein.

In conducting this appraisal, we have heeded guidance from the client on the requirements for this valuation problem and report. For the beneﬁt of reviewers, we have reconciled this appraisal report’s contents with our understanding of the current DGS guidelines in the appendices of this report; see page 157.

13.1.10 Market value deﬁned (deﬁnition of value)
This appraisal assignment considers market value to be the California statutory deﬁnition of “fair market value”. See section 4.6 (page 54) in the main matter of this report for the full formal deﬁnition of market value as employed in this appraisal assignment. In this report, the terms “market value” and “fair market value” are used interchangeably as synonyms.

13.1.11 Type of assignment and research performed
This is anappraisal report, as deﬁned by USPAP. Section 4.4 (page 50) details the scope of research performed.

13.2 Assignment conditions
USPAP deﬁnes assignment conditions as “assumptions, extraordinary assumptions, hypothetical conditions, laws and regulations, jurisdictional exceptions, and other conditions that aﬀect the scope of work”.

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13.2.1 General assumptions and conditions
This appraisal is subject to the following general assumptions and conditions.

Limiting conditions. This appraisal has been prepared at the request of the client to whom this appraisal is addressed. No third party has a right to use or rely on this report for any purpose unless speciﬁed as an intended user. Possession of this report does not grant right of publication.

This appraisal is for no other purpose than property valuation. Opinions and estimates ex- pressed in this report represent the appraisers’ best judgment but should not be construed as advice or recommendation to act. The ﬁndings, assumptions, and conclusions contained in this report are the appraisers’ personal opinions and are not assurances that any event will or will not occur.

The value opined by this report applies to the appraised interest in the entire property, only.

The only market value opined by this report is that stated in section 8 (page 81) under the heading “Certiﬁed ﬁnal opinion of value”. All other values given in this report are intermediate calculations, only. This report is not valid unless signed by every appraiser that prepared the analyses, conclusions, and opinions set forth in this report. Unsigned copies of this report may not be relied upon for any purpose. This report is not valid if it has been altered in any way by a party other than the appraisers.

The appraisers have no requirement, by reason of this appraisal, to give testimony or appear in any court, mediation or arbitration proceeding, or any pretrial conference or appearance required by subpoena with reference to the subject of this report, unless additional arrangements are agreed upon by appraisers and client.

The appraisers accept no responsibility for legal matters, especially those aﬀecting title to the property, permitting, insurability, or technical matters outside the scope of the appraisal profession.

This appraisal report and all associated work performed by the appraisers are provided to the client with no warranty of any kind, to the extent permitted by applicable law.

Assumptions concerning accuracy and reliability of data. This appraisal is based on knowledge available to the appraisers at the time of valuation. If additional information becomes available at a later date, the opinion of value could be aﬀected or the analyses in this report could be determined to be invalid.

Certain estimates, data, and information furnished by others—including the client and all other persons identiﬁed in section 4.4 (page 50)—in the course of this investigation have been assumed to be correct and accurate. The market data relied upon in this report are believed to be from reliable sources. Though all properties employed as comparable sales have been inspected or otherwise veriﬁed, it is not possible to examine them all in detail. The value conclusions are subject to the accuracy of said data. The appraisers have made every eﬀort to secure reliable and accurate data, but oﬀer no guarantees as to the reliability or accuracy of the data employed herein.

No survey of the subject property or comparable-sale properties has been made by the appraisers.

All ﬁgures, photographs, maps, and exhibits in this report are presented as aids to understanding the analysis and are not guaranteed as to their scale or accuracy. Maps in this report, which are not original research, are derived from public GIS data and published maps from the United States Geological Survey, the United States Bureau of the Census, the United States Department of Agriculture, the State of California, and local governments, and other generally accepted sources, which are oﬀered to the public by these agencies and organizations with the disclaimer that their accuracy is not guaranteed.

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Concerning precision of numerical quantities, all calculations have been made with the most accurate ﬁgures available to the appraisers. Intermediate calculations have been made with an ap- propriately large number of digits to prevent the accumulation of round-oﬀ error, but are generally presented in rounded form, showing only signiﬁcant ﬁgures. This is both to aid readability and to avoid implying to the reader that there is greater accuracy in the data than, in fact, exists.

Concerning property areas, the county assessor’s plat maps are the source of acreage ﬁgures unless another source is speciﬁed. Assessor’s measurements are typically given in tenths or hun- dredths of an acre, although this large number of written signiﬁcant ﬁgures does not necessarily reﬂect true accuracy. All assessor’s plat maps, and hence acreage ﬁgures read from them, are accompanied by the disclaimer that the measurements are for assessment purposes only and are not an accurate survey. Nevertheless, market participants commonly negotiate transactions based on assessor’s plat maps without obtaining an accurate survey; the appraisers’ use of assessor’s maps and measurements in calculations and for locating boundaries is a reﬂection of that fact, and does not express any judgment concerning the accuracy of such measurements or boundaries.

Likewise, the appraisers have used the assessor’s plat maps to approximately locate the boundaries of properties despite the inaccurate nature of these maps because market participants do so.

Assumptions concerning property condition.Regarding the subject property, it is assumed that there is full compliance with all applicable federal, state, and local environmental regulations and laws, including zoning, land use, and permitting, except as otherwise stated. A comprehensive examination of laws and regulations aﬀecting the subject property has not been performed for this appraisal. The appraisers are not qualiﬁed to give legal opinions concerning the subject property.

It is assumed there are no hidden or unapparent conditions of the property, subsoil, or structures that would render it more or less valuable. No responsibility is assumed for such conditions. The observed condition of all improvements existing at the time of the property inspection is based on a casual inspection only. Wells, pumps, fences, and septic systems are assumed to be in good working condition and of suﬃcient size and capacity for the stated highest and best use, except as otherwise indicated in the narrative. The appraisers have not made an inspection of the interior of any structure, unless it is speciﬁcally so stated; the internal condition of all structures is assumed to be commensurate with the observed external condition.

The existence of hazardous materials, which may or may not be present on the subject property, has not been observed by the appraisers. The appraisers have no knowledge of the existence of such materials on or in the property. The appraisers, however, are not qualiﬁed to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous materials or residual toxic spray materials may aﬀect the value of the property. The value opinion is predicated on the assumption that there are no such materials on or in the property that would cause a loss in value. The appraisers assume no responsibility for any such conditions, or for any expertise or engineering knowledge required to discover them. The assumption that no hazardous materials are present has been supported by the client’s statements and the appraisers’ interviews. If the results of future surveys indicate the presence of hazardous materials, the value conclusion of this report may be invalid; the appraisers assume no liability for this possibility.

13.2.2 Special conditions and extraordinary assumptions Limiting conditions of electronic signing. This report is a completed, ﬁnal work product.

This report is the only published revision of this appraisal. You have received this report in electronic form as a computer ﬁle or as a paper document printed from a computer ﬁle. The Item 11.a
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electronically reproduced image of an appraiser’s signature in the certiﬁcation of this report denotes intent to sign this report, indicating that it may be relied on, subject to the limiting conditions disclosed herein, by an authorized intended user, as identiﬁed herein, for the intended use of this appraisal. As an electronic image can be readily reproduced by any party, the images of our signatures on page 81 are not authoritative. This report is authentic and may be relied on if and only if the electronic ﬁle is an authentic issue by House Agricultural Consultants as indicated by its cryptographic checksum matching the records of House Agricultural Consultants. Please contact us to verify the authenticity of this document. The contact information of House Agricultural Consultants is listed on the cover page of this report.

Extraordinary assumptions. An “extraordinary assumption is something that is believed to be true as of the eﬀective date of the appraisal” and which is “appropriate for the intended use of the appraisal”.55 The special conditions and extraordinary assumptions to which this appraisal is subject are listed in the introduction of this report, section 1.8 (page 13). The use of these extra- ordinary assumptions may have aﬀected the results of this assignment. If additional information becomes available at a later date that proves any of these extraordinary assumptions invalid, the appraisers’ opinion of value could be aﬀected or invalidated.

Hypothetical conditions. A hypothetical condition “is something that is known to be contrary to fact as of the eﬀective date of the appraisal but is taken to be true for the purposes of the appraisal”.56
A hypothetical condition has been used is this appraisal, which has aﬀected the results of this appraisal assignment. See page 13 for discussion.

13.3 Other disclosures

13.3.1 Competency and impartiality of appraisers
Each appraiser that prepared the analyses, conclusions, and opinions set forth in this appraisal report asserts:

The subject of this appraisal is rural land in Solano County, California, and is a complex appraisal assignment. I have appraised multiple similar properties in northern California over a period of many years, including properties similarly improved, including assignments that were complex due to their scale and specialization. I have also appraised properties under the premise of eminent domain in the past. I am knowledgeable about agricultural economics, including the economics of similar-type rural properties in Northern California. I maintain a high standard of appraisal performance. I am competent to appraise this property. I am impartial with respect to this subject property as I am not any of the following: the owner; a party to a transaction involving the subject property; a person employed by any of the foregoing; a person related to any of the forgoing or married to a person related; a person who is regularly used by the owner or a party to a transaction involving the subject property and who does not perform a majority of his appraisals made during his taxable year for other persons.

Section 16 describes the qualiﬁcations of the appraisers. The appraisal certiﬁcation is found in section 8. This appraisal report is not valid unless the certiﬁcation is signed by all appraisers that prepared this report.

The Appraisal of Real Estate, ﬁfteenth edition, page 43.55 The Appraisal of Real Estate, ﬁfteenth edition, page 44.56 Item 11.a
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13.3.2 Appraisers’ history of services regarding subject property USPAP requires disclosure of any prior services by the appraisers regarding the subject property rendered to any party in the past three years. This appraisal is our ﬁrst assignment providing professional services regarding the subject property.

13.3.3 Certiﬁcation
The appraisal certiﬁcation is in section 8 (page 81). This appraisal report is not valid unless the certiﬁcation is signed by all appraisers that prepared this report.

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14.1 Project information
This section reproduces documentation on the subject easement, as it has been provided to us by the client, and which we have referenced in this appraisal.

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14.2 Draft instrument of the subject easement valued in the this appraisal
This section reproduces the document of the subject easement, as it has been provided to us by the client, and which we have referenced in this appraisal. The document is labeled as a draft. The appraisers have performed no title research for this appraisal.

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Recording requested by:

Solano Land Trust
Attn: Nicole Braddock, Executive Director
198 Dobbins St., Suite A
Vacaville, CA 95688
_____________________________________________________________________________________ Solano County APN: 0143-170-100 (portion) (Space above for Recorder’s use only)

DEED OF CONSERVATION EASEMENT
THIS DEED OF CONSERVATION EASEMENT (“Conservation Easement” or “Easement”) is granted this _____ day of _______________, 20__ (“Effective Date”), KEVIN SIMONIS AND CATIE SIMONIS, husband and wife as community property with right of survivorship (collectively, “Landowner”), to SOLANO LAND TRUST, a California nonprofit public benefit corporation (“Steward”).

R E C I T A L S
A. Landowner is the sole owner of the entire fee simple interest of certain real property in Solano County, California, legally described in Exhibit A , attached hereto and incorporated herein by this
reference, which consists of approximately 94.28 acres of land, together with certain roads and other improvements, and known commonly as “KC Farming property on Hwy 113 and Maine Prairie Road” (the “Entire Property”). Landowner intends to convey this Conservation Easement over an approximately 84-acre portion of the Entire Property, legally described in Exhibit A-1, attached hereto and incorporated herein by this reference (the “Easement Area”); the parties acknowledge and agree that the portion of the Entire Property outside the Easement Area is not subject to the terms of this Easement except as otherwise expressly provided herein.

B. The Easement Area consists primarily of productive agricultural land. The Easement Area is well endowed with the characteristics required for productive agriculture, i.e., fertile soils, excellent climate, and a long growing season. Agricultural water is supplied by an agricultural well. There are no existing buildings or improvements on the Easement Area as of the date of this Easement other than a barn, agricultural well, and a fence encompassing the Easement Area, each as further described in the Baseline Report (as defined below) and depicted on the Easement Area map attached as Exhibit A-2 ,
which is incorporated herein by this reference.

C. Landowner grants this Conservation Easement for valuable consideration to Steward for the purpose of ensuring that the Easement Area’s soils, the potential for Swainson’s hawk (Buteo swainsoni) and burrowing owl (Athene cunicularia) foraging habitat, and the open-space character of the Easement Area will be conserved and maintained forever, and that uses of the land that are inconsistent with these purposes will be prevented or corrected.

D. The grant of this Conservation Easement and the continued agricultural use of the Easement Area (subject to the terms of this Easement) will have significant public benefits and will also serve the following conservation purpose as that term is defined in section 170(h)(4)(A)(iii) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”): the protection of open space, including farmland, pursuant to the following clearly delineated governmental conservation policies:
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Sections 815.1 and 815.2 of the California Civil Code, which define perpetual conservation easements;
California Constitution Article XIII, section 8 and California Revenue and Taxation Code section 422.5, under which this agricultural conservation easement is an enforceable restriction, requiring that the Easement Area’s tax valuation may be consistent with restriction of its use; Section 51220 of the California Government Code, which declares a public interest in the preservation of agricultural lands;
The California General Plan law, section 65300 et seq., and section 65400 et seq. of the California Government Code, which includes as one of its goals to protect all viable farmlands designated as prime, of statewide importance, unique, or of local importance from conversion to and encroachment of non-agricultural uses; and Agriculture Policy No. 1 of the Solano County General Plan, as amended, which states that it is the County’s objective and policy to preserve and maintain essential agricultural lands.

E. The Easement Area’s ability to support agricultural activity, important foraging habitat for Swainson’s hawk and burrowing owl, and open-space and scenic values are collectively referred to as the “Conservation Values” of the Easement Area. In particular, but not by way of limitation, the Easement Area’s Conservation Values include its nearly 84 acres of high-quality soils, significant foraging habitat for Swainson’s hawk and burrowing owl, and visibility from State Route 113.

F. This Easement is being granted to fulfill certain farmland mitigation requirements (“Mitigation Requirements”) under the AGRICULTURAL LAND AND AVIAN SPECIES FORAGING HABITAT MITIGATION AGREEMENT, between Steward and the City of Vacaville, dated May 20, 2021 (“In-Lieu Agreement”), a copy of which is contained in the Baseline Report. In particular, this Easement is being granted to fulfill, in part, the required foraging habitat mitigation pursuant to the Mitigation Requirements by securing a conservation easement on lands viable for farming operations to mitigate in part for the loss of Prime Farmland and Swainson’s hawk and burrowing owl foraging habitat (but not burrowing owl nesting habitat).

G. The agricultural, habitat, open space, and other characteristics of the Easement Area, its current use and state of improvement, are documented and described in a “Baseline Report,” dated _______________, 2025, and prepared by Solano Land Trust, which is incorporated herein by this reference. The Baseline Report, which consists of reports, maps, photographs and other documentation, provides an accurate, though nonexclusive, representation of the Easement Area as of the date of this Conservation Easement. One of the purposes of the Baseline Report is to serve as a baseline for monitoring compliance with the terms of this Conservation Easement. As attested on the Baseline Report Acknowledgement, which is attached hereto as Exhibit B
and incorporated herein by this reference,
Landowner and Steward acknowledge that the Baseline Report is an accurate representation of the condition of the Easement Area as of the date of this Easement. Landowner and Steward shall retain duplicate originals of the Baseline Report. The Baseline Report may be used to establish that a change in the use or character of the Easement Area has occurred, but its existence shall not preclude the use of other evidence to establish the condition of the Easement Area as of the date of this Conservation Easement.

H. Steward is a California nonprofit organization within the meaning of California Civil Code section 815.3, is a tax-exempt and “qualified conservation organization” within the meaning of sections 501(c)(3) and 170(b)(1)(A)(vi) as defined by the United States Internal Revenue Code, and is qualified to hold conservation easements under the laws of the State of California. Steward, as certified 2 Item 11.a
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by a resolution of Steward’s Board of Trustees, accepts the responsibility of enforcing the terms of this Easement and upholding its Conservation Purpose (as defined below) forever.

I. To effectuate the intentions of the parties, Landowner is granting to Steward a perpetual and irrevocable conservation easement in gross over the Easement Area in order to create certain restrictive covenants and to extinguish irrevocably and perpetually the right of Landowner to develop and use the Easement Area except as expressly permitted in this Conservation Easement.

J. By accepting this Conservation Easement, Steward is undertaking to uphold in perpetuity the Conservation Purpose (as defined below) of this Conservation Easement and to preserve and protect in perpetuity the Conservation Values of the Easement Area.

GRANT OF CONSERVATION EASEMENT
NOW, THEREFORE, for the reasons given above, and for valuable consideration, the receipt and legal sufficiency of which is acknowledged by the parties, as well as the mutual promises and covenants in this instrument, Landowner grants and Steward accepts a perpetual conservation easement as defined by sections 815.1 and 815.2 of the Civil Code of California, and of the nature and character described in this Conservation Easement.

1. Statement of Purpose
The primary purpose of this Conservation Easement is to enable the Easement Area to remain in agricultural use by preserving and protecting its high-quality soils, agricultural viability, utility, character and values (“Primary Purpose”). It is also the purpose of this Conservation Easement to protect the habitat values of the Easement Area, and in particular foraging habitat for the Swainson’s hawk and burrowing owl, to the extent that such protection is consistent with the Primary Purpose of this Conservation Easement (“Secondary Purpose”). To the extent that protection of the other Conservation Values referenced above (including the Easement Area’s open-space and scenic values) is consistent with the Primary and Secondary Purposes of this Easement, it is also the purpose of this Easement to protect that or those additional Conservation Values (“Additional Purpose”). The Primary, Secondary, and Additional Purposes are collectively referred to herein as the “Conservation Purpose” of this Conservation Easement. No activity, use or development of the Easement Area for any purpose or in any manner that significantly impairs, interferes with, or conflicts with the Conservation Purpose shall be permitted, except as specifically permitted by this Conservation Easement. As used in this Easement, the terms “significantly” and “significant,” when used with “impair” and “impairment,” respectively, mean a greater than negligible adverse impact for more than a transient period.

2. Rights and Interests Conveyed
To accomplish the Conservation Purpose of this Conservation Easement, subject to the terms and conditions of this Easement, the following rights and interests are conveyed by Landowner to Steward:
(a) To identify, to preserve, and to protect in perpetuity the Conservation Values of the Easement Area and to uphold the Conservation Purpose of this Easement. (b) To enter upon (including over and through the Entire Property if necessary) and inspect, observe, and study the Easement Area for the purposes of (1) identifying the condition of, uses and practices occurring on the Easement Area; and (2) monitoring those uses and practices to determine whether they are consistent with the Conservation Purpose and other terms and conditions of this Conservation Easement. Except in cases where Steward determines, in its sole discretion, that immediate entry is required to investigate a use or condition on the Easement Area in order to prevent, terminate, or 3 Item 11.a
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mitigate a violation or potential violation of the terms of this Easement, entry is permitted with at least forty-eight (48) hours’ prior notice to Landowner and shall be made in a manner that will not unreasonably interfere with Landowner’s use and quiet enjoyment of the Entire Property. In the event Steward determines that immediate entry is required, if reasonably feasible under the circumstances, Steward shall attempt to provide telephonic or electronic (i.e., email) notice to Landowner in advance of such entry.
(c) To prevent any activity on or use of the Easement Area that is not permitted by the terms of this Easement or is otherwise inconsistent with the Conservation Purpose and other terms and conditions of this Conservation Easement, to require the restoration of areas or features of the Easement Area that may be damaged by any condition, activity or use that is not permitted, and to otherwise enforce the terms of this Easement.
(d) Except as specifically reserved in this Conservation Easement, all development rights that were previously, are now, or hereafter allocated to, implied, reserved, appurtenant to, or inherent in the Easement Area are released, terminated, and extinguished, and may not be used on or transferred to any portion of the Entire Property as it now or later may be bounded or described, or to any other property adjacent or otherwise, or used for the purpose of calculating permissible lot yield of the Entire Property or any other property. This Easement shall not create any development rights. (e) Subject to Landowner’s consent, which shall not be unreasonably withheld, to erect and maintain a sign in a prominent location on the Easement Area, visible from nearby roads, if applicable, bearing information indicating that the Easement Area is subject to a Conservation Easement held by Steward. The wording of the information shall be determined by Steward after consultation with Landowner, but shall clearly indicate that the Easement Area is privately owned and not open to the public. Steward is responsible for the costs of erecting and maintaining the sign and obtaining necessary permits and approvals. Any such sign erected by Steward pursuant to this section shall not be considered a sign for purposes of Landowner’s reserved rights under Section 5(u) below.

3. Changes in Technology and Other Factors May Affect Uses of Easement Area. Landowner and Steward recognize that changes in economic conditions, in agricultural technologies, in accepted farm management practices, in Swainson’s hawk and burrowing owl foraging habitat needs or the common understanding of those needs, and in the global climate may result in an evolution of uses of the Easement Area, provided such uses are consistent with the protection and preservation of the Conservation Values of the Easement Area and otherwise consistent with the terms of this Easement; and provided, further, that, notwithstanding the foregoing, any such changes shall not result in the restrictions contained in Section 5(a)(i)-(v) below to become more restrictive than what is expressly provided therein.

4. Landowner’s Reserved Rights; Landowner’s Retained Responsibilities (a) Landowner’s Reserved Rights. Landowner reserves the following rights: all the property rights in the Easement Area that are not extinguished, restricted, or limited by this Conservation Easement and the right to use the Easement Area in a manner that is not inconsistent with the Conservation Purpose and other terms and conditions of this Conservation Easement. Nothing in this Conservation Easement shall be construed as giving rise to any right or ability in Steward to exercise physical or management control over the day-to-day operations of the Easement Area, or any of Landowner’s permitted activities on the Easement Area. Landowner agrees to exercise these reserved rights in a manner consistent with the terms of this Conservation Easement and, when required by this Conservation Easement, after following the procedures set forth in Section 7 below. (b) Landowner’s Retained Responsibilities. Landowner retains all rights and privileges of ownership that are not prohibited or restricted by this Conservation Easement and 4 Item 11.a
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Landowner retains all responsibilities of ownership. Other than as specified herein, this Conservation Easement is not intended to impose any legal or other responsibility on Steward, or in any way to affect any obligations of Landowner as owner of the Entire Property, including, but not limited to, the following:
(1) Taxes. Landowner is solely responsible for payment of all taxes and assessments levied against the Entire Property; provided, that if Steward pays any taxes or assessments in order to protect Steward’s interest in the Easement Area, Landowner shall reimburse Steward for the same, together with interest at the highest legal rate from the date of the payment by Steward. (2) Upkeep and Maintenance. Landowner is solely responsible for the upkeep and maintenance of the Entire Property, to the extent required by law. Steward shall have no obligation for the upkeep or maintenance of the Entire Property, including but not limited to the Easement Area.
(3) General Liability and Indemnification. Landowner shall indemnify, hold harmless, and defend Steward, its officers, directors, members, legal representatives, agents, successors, assigns, employees or contractors from and against any and all assessed or incurred liabilities, costs, losses, orders, liens, penalties, damages, claims, causes of action, demands, and/or judgments (each, a “Claim”) arising from or related to any of Landowner’s acts or omissions with respect to the Entire Property or management of the Entire Property, including but not limited to acts or omissions of Landowner’s agents, successors, assigns, employees, contractors, or lessees, and including but not limited to any Claim arising from or related to a violation of this Conservation Easement; ownership or management of the Entire Property; any violation of any law and/or regulation which is or which may in the future become applicable, and including but not limited to the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. § 9601 et seq., the Toxic Substances Control Act, as amended 15 U.S.C. § 2601 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, as amended, 7 U.S.C. § 136 et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. § 300f et seq.; the Hazardous Waste Control Law (Cal.

Health and Safety Code § 25100 et seq.), the Hazardous Substance Account Act (Cal. Health and Safety Code § 25300 et seq.), and in the regulations adopted and publications promulgated pursuant to them; and/or the presence, release, or threatened release of any solid waste, hazardous waste, hazardous substance, pollutant, contaminant, oil in any form, or petroleum product into the environment.

Landowner shall at all times carry general liability insurance on the Entire Property and Steward shall be named as an additional insured thereon.
(c) Compliance with Zoning Regulations, etc. Nothing in this Conservation Easement relieves Landowner of any obligation with respect to the Entire Property or restriction on the use of the Entire Property imposed by law. For example, Landowner shall comply with all applicable zoning and building statutes, ordinances, and regulations, and all other applicable statutes, ordinances, and regulations. In no event shall this Conservation Easement be construed as granting any landowner rights not permitted by local land use and/or zoning regulations at the time of construction, demolition, occupation, etc.

5. Permitted and Prohibited Uses and Actions
Landowner shall confine its use of the Easement Area to such activities and uses that: (1) are consistent with the Conservation Purpose of this Easement; (2) do not impair the Conservation Values; and (3) are not expressly prohibited under the terms of this Easement. Without limiting the generality of the foregoing, the uses, practices, and activities described in this Section 5, though not an exhaustive list, are permitted, conditionally permitted, or prohibited on the Easement Area, as applicable. These uses, 5 Item 11.a
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practices, and activities also serve to provide Landowner and Steward with guidance in determining whether other activities and uses are inconsistent with the Conservation Purpose or might impair the Conservation Values. Notwithstanding the foregoing, any activities that are inconsistent with the Conservation Purpose of this Easement are prohibited.
(a) Agricultural Activities. Landowner retains the right to use the Easement Area for agricultural purposes in accordance with applicable law and subject to the restrictions of this Section 5(a), the Conservation Purpose and other terms and conditions of this Conservation Easement. Except as otherwise expressly provided herein, this Conservation Easement is not intended to limit Landowner’s discretion to employ Landowner’s choices of agricultural uses and management practices so long as those uses and practices are consistent with this Section 5(a), the Conservation Purpose and other terms and conditions of this Conservation Easement. Landowner also retains the right to use different or new farming techniques and to construct and maintain irrigation improvements necessary or desirable to irrigate the Easement Area for agricultural purposes. The parties acknowledge that preservation of the Conservation Values permits changes in farming techniques necessary or desirable to maintain economically viable farming operations. Accordingly, Landowner is not limited to those farming techniques currently known or foreseeable, but rather may use new or different farming techniques that are consistent with this Section 5(a), the Conservation Purpose and other terms and conditions of this Conservation Easement.

Notwithstanding the foregoing, the following agricultural practices are deemed to be inconsistent with the preservation of the Easement Area’s agricultural productive capacity, agricultural viability, scenic or open-space character or other Conservation Values and are prohibited on the Easement Area, unless approved in advance by Steward, in its sole and absolute discretion: (i) production of horticultural specialties that result in the removal of soil from the Easement Area including, but not limited to, ball and burlap nursery, tree-farming and sod farming; and (ii) commercial feed lots. For purposes of this Conservation Easement, a “commercial feedlot” is defined as a permanently constructed confined area or facility which is used and maintained for purposes of engaging in the business of feeding livestock and which is not grazed or cropped annually. For purposes of this Conservation Easement, a commercial feedlot shall not include the establishment, use or maintenance of corrals, holding pens, or pastures.

In addition, in order to ensure suitable foraging habitat for the Swainson’s hawk and burrowing owl, the following agricultural activities are prohibited on the Easement Area unless otherwise specified below as being allowed in certain areas of the Easement Area:
i. The planting and/or cultivation of the following crops: orchards, vineyards, artichokes, asparagus, cotton, and rice.
ii. The importation of raw material(s) (commodities or livestock not produced as a result of the harvest of forage or agricultural crops on the Easement Area) onto the Easement Area for the purpose of fattening livestock for commercial slaughter (i.e., a concentrated animal feeding operation (CAFO) or feed lot); provided that normal grazing activities, including but not limited to the use of the Easement Area as irrigated pasture, are excluded from the definition of feed lot as are supplemental feeding areas, corrals, livestock working facilities, and other areas where grazing livestock may be temporarily confined incidental to grazing activities;
iii. The cultivation of horticultural specialties, including sod, nursery stock, ornamental shrubs, ornamental trees, Christmas trees, or flowers; iv. The construction or placement of commercial greenhouses or plant nurseries; and
v. Commercial aquaculture of aquatic plants, animals, and their by-products. 6 Item 11.a
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If changes in Swainson’s hawk and burrowing owl foraging habitat needs or the common understanding of those needs as described in Section 3 above renders the restrictions contained in Section 5(a)(i)-(v) above to be more restrictive than necessary to provide adequate foraging habitat for such species (as determined by a licensed biologist or similarly qualified natural resource professional licensed by the State of California selected by Steward), those restrictions may be modified with Steward’s and City’s prior written approval, which may be granted or withheld in their respective sole and absolute discretion.
(b) Storage of Agricultural Products and Equipment. Storage of the following items is permitted as long as any such item has been produced, or is intended to be used, on the Easement Area:
agricultural products, agricultural chemicals, agricultural byproducts and agricultural equipment. The term “agricultural chemicals” includes herbicides, pesticides, fungicides, fertilizers, and other materials commonly used in farming operations even though they may be classified as hazardous materials. Any such storage must be in accordance with applicable laws and labeling requirements. (c) Subdivision. The division, subdivision, de facto subdivision or partition of the Easement Area, including transfer of development rights, whether by physical, legal, or any other process, is prohibited. The Easement Area is currently comprised of two (2) legal parcels. Landowner shall maintain the parcels comprising the Easement Area, and all interests therein, under common ownership, as a single parcel. Landowner asserts that no additional, separate legal parcels currently exist within the Easement Area that may be recognized by a certificate of compliance pursuant to California Government Code section 66499.35 based on previous patent deed or easement conveyances, subdivisions, or surveys of any kind. Landowner shall not apply for or otherwise seek recognition of additional legal parcels with the Easement Area based on certificates of compliance or any other authority. (d) Existing Structures and Improvements. Landowner may maintain, repair, reasonably enlarge, and replace any of the Easement Area’s existing structures and improvements, as shown in Exhibit ___ and/or more fully described in the Baseline Report, including but not limited to existing buildings, sheds, fences, utilities, roads, and other improvements, in their current locations, subject to Steward’s prior written approval for any enlargement that is more than 150 percent of the square footage of the existing improvement as documented in the Baseline Report as of the Effective Date of the Easement and for any replacement that is not within the same general location or within the same general size and functionality of the replaced structure. Notwithstanding the foregoing, the single-family residence existing as of the Effective Date of this Easement shall not exceed 150% of its existing square footage as of the Effective Date of this Easement.

For purposes of this section, “improvements” shall not refer to irrigation improvements necessary or desirable to irrigate the Easement Area for agricultural purposes, all of which may be made without providing notice to, or obtaining the approval of, Steward. (e) New Agricultural Structures and Improvements. Unless otherwise expressly provided herein, no new buildings and other structures and improvements are permitted within the Easement Area unless prior written approval is obtained from Steward. All structures individually and collectively shall be consistent with the Conservation Purpose and other terms and conditions of this Easement and approved under local zoning and building codes. (f) New Agricultural Enterprise Structures. Unless otherwise expressly provided herein, no new structures and improvements to be used for “Agricultural Enterprises” (as defined below) are permitted unless prior written approval is obtained from Steward. “Agricultural Enterprises” means otherwise lawful and customary agricultural rural enterprises, such as, but not limited to, processing, packaging and marketing of farm products predominantly grown or raised on the Easement Area or on 7 Item 11.a
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other real property owned by Landowner that is located in the vicinity of the Easement Area and businesses providing agricultural-related goods and services to other farms and farmers in the vicinity of the Easement Area.
(g) New Farm-Support Housing. Unless otherwise expressly provided herein, no new dwellings or structures to be used to house farm tenants, farm employees or others engaged in agricultural production on the Easement Area (“Farm-Support Housing”) may be built on the Easement Area unless prior written approval is obtained from Steward (h) Recreational Uses. Recreational Improvements and Uses. No recreational improvements (e.g., swimming pool, tennis court) are permitted within the Easement Area. Passive, non- motorized, recreation activities like hiking and bird-watching are permitted on the Easement Area. (i) Limitation on Impervious Surfaces. All structures and improvements shall be subject to the impervious surface limitation described in this Section 5(i) (for those items that create or constitute an impervious surface). Impervious surfaces will not exceed three percent (3%) of the Easement Area. Impervious surfaces are defined as material that does not allow water to percolate into the soil on the Easement Area, including but is not limited to permitted residential buildings, agricultural buildings with or without flooring, paved areas, and any other surfaces that are covered by asphalt, concrete, or roofs. This limitation does not include public roads or other roads owned and controlled by parties with superior rights to those rights conveyed to Steward by this Conservation Easement. (k) Other Buildings, etc. Except as expressly permitted herein, the construction or placement of any buildings, residential dwellings, camping accommodations, temporary living quarters of any sort, mobile homes, signs, billboards or other advertising materials, utility towers, or other structures is prohibited. Except as expressly permitted in this Easement, all other construction, erection, installation or placement of buildings, structures, or other improvements on the Easement Area is prohibited. (l) Utilities and Septic Systems. Wires, lines, pipes, cables or other facilities providing electrical, gas, water, sewer, communications, energy generation or other utility services solely to serve the improvements permitted herein or to transmit power generated on the Easement Area may be installed, maintained, repaired, removed, relocated and replaced. Landowner may grant rights-of-way over and under the Easement Area for such purposes with written notice to Steward and provided that they are not inconsistent with the Conservation Purpose and other terms and conditions of this Conservation Easement. No septic or other underground sanitary systems may be installed, maintained, repaired, replaced, relocated or improved within the Easement Area. Commercial or noncommercial power generation, collection or transmission facilities, including wind or solar farms, are prohibited.

Landowner may not undertake any action or grant any right-of-way if the effect of such action or grant would significantly impair the Conservation Values of the Easement Area. (m) Fences. Existing fences may be repaired and temporary or rotational fences may be placed on the Easement Area without prior written notice to, or approval of, Steward. With prior written notice to Steward, existing fences may be replaced and relocated, and new fences may be built, on the Easement Area for purposes of reasonable and customary management of livestock, wildlife, and farm produce; and the reasonable and customary security of the farm produce and the residences and other improvements on the Easement Area, including but not limited to the placement of a perimeter fence around all or a portion of the Easement Area to prevent trespass. (n) Roads and Trails. The construction of new unpaved farm roads and dirt trails and any widening, improvement, or relocation of the existing unpaved farm roads and dirt trails that are reasonably necessary and incidental to carrying out the uses permitted on the Easement Area by this Conservation Easement are permitted with prior written notice to Steward. All roads and trails shall be located so as to limit impact to the soils protected by this Easement and shall be subject to the impervious 8 Item 11.a
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surface limitation described in Section 5(i) above. Except for any existing paved surfaces or a driveway, as provided above, no portion of the Easement Area shall be paved or otherwise covered with concrete, asphalt, or any other impervious paving material, unless prior written approval is obtained from Steward.

Acceptable reasons for use of paving material include that paving is required by a law or regulation related to air quality, fire safety, accessibility for disabled persons, or is otherwise required for activities permitted on the Easement Area.

Prior to the commencement of any construction or alteration of the land for these purposes, the new or adjusted location of the road or trail shall be proposed by Landowner pursuant to the terms of this Easement for review and prior written approval by Steward. New and relocated roads and trails shall be constructed and maintained so as to reasonably minimize erosion and sedimentation and ensure proper drainage, utilizing best management practices as recommended by NRCS or similar or successor entity, but this section shall not be construed to require that existing roads be reconstructed to meet these standards. As a condition of road or trail removal or relocation, Steward may require the restoration of the removed or relocated road or trail.
(o) Motorized Vehicle Use. The use of motorized vehicles on the Easement Area is prohibited, except as reasonably necessary to conduct activities that are expressly permitted herein, including but not limited to residential use, farming and agritourism operations, property maintenance and security, and/or to monitor this Easement; provided that any such use shall not significantly impair the Easement Area’s ability to support agricultural activity or the other Conservation Values of the Easement Area.
(q) Subsequent Liens or Encumbrances on Property. Landowner may use the Easement Area as collateral for borrowing after the Effective Date of this Easement, provided that any subsequent obligations secured by the Easement Area shall be subordinate to this Conservation Easement.

Landowner shall provide Steward prior written notice in accordance with Section 17 at least thirty (30) days prior to pledging or using the Easement Area as collateral for subsequent borrowing. (r) Emergencies. In an emergency, Landowner may take such limited and temporary actions as are reasonably necessary to protect physical safety of persons, property, and the Easement Area, including agricultural improvements and products, but only to the extent necessary for such protection and provided such actions are in compliance with applicable laws. Landowner shall provide Steward with prompt written notice of any emergency actions taken under this section. If emergency actions taken in accordance with this section continue for more than sixty (60) days, Landowner will seek Steward’s approval to continue such emergency actions pursuant to Section 7 of this Conservation Easement and such approval shall not be unreasonably withheld. (s) Agritourism; Seasonal Sales Lot (with prior approval, including approval of Agritourism Management Plan).
(1) Agritourism. Landowner may conduct activities or uses for the purpose of promoting “agricultural tourism” (or “agritourism”), which is defined as the act of visiting, as a function that is secondary to the primary purpose of active farming, a working farm or any working agricultural, horticultural or agribusiness operation for the purpose of enjoyment, education, or active involvement in the activities of the farm or operation; provided that any such activity or use (1) shall not involve the construction or placement of any structure or improvement, whether temporary or permanent (unless such structure or improvement is otherwise expressly permitted herein or approved in the Agritourism Management Plan (as defined below)); (2) shall not significantly impair the Easement Area’s ability to support agricultural activity; and (3) shall otherwise be consistent with the Conservation Purpose and other terms and conditions of this Conservation Easement and all local, state and federal laws. Agritourism may include, but is not limited to, farm tours, hayrides, sleigh rides, corn mazes, 9 Item 11.a
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picnic and party activities and other similar uses as determined by local zoning regulations and the Agritourism Management Plan (as defined below in subsection (4)); provided, however, that agritourism does not include commercial amusement and entertainment uses, such as dance halls, electronic game arcades, studios, theatrical productions, musical entertainment, bowling alleys, billiard and pool establishment, commercial sports such as arenas, rings, racetracks, public golf courses, miniature golf course, amusement parks, membership sports and recreation clubs, game parlors, gun clubs, circus and carnival operations, water parks, amusement parks, fairgrounds, expositions, amphitheater or theater entertainment facilities for the performance of concerts or other entertainment events. (2) Seasonal Sales Lot. Landowner may also establish anywhere on the Easement Area one (1) “seasonal sales lot,” which is defined as an area of the Easement Area that is dedicated to the sale of agriculturally related products grown at that site that are seasonal and/or tied to an annual holiday event, such as a pumpkin patch and other similar sales event; provided that Landowner may supplement its crop with the same crop grown offsite. In conjunction with such seasonal sales lot, Landowner may place on the Easement Area on a temporary basis a trailer or other temporary structure for the purpose of selling agricultural items grown predominantly on the Easement Area and refreshments and collecting money from customers; provided that any such temporary structure (i) shall not significantly impair the Easement Area’s ability to support agricultural activity; (ii) shall comply with any applicable local, state and federal law; and (iii) shall be removed and the area restored promptly at the end of the seasonal sales event to ensure the area’s ability to support agricultural activity. (3) Parking. Parking for public visitation of the seasonal sales lot shall not be located within the Easement Area (unless otherwise expressly approved in the Agritourism Management Plan).
(4) Agritourism Management Plan. Prior to the commencement of any activity, use, and/or development permitted under this Section 5(s), Landowner shall prepare and provide to Steward for Steward’s review and approval in its sole and absolute discretion pursuant to Section 7(d) below an “Agritourism Management Plan,” which shall describe the agritourism management prescriptions and plans, including but not limited to a detailed description of the agritourism and seasonal activity(ies), beginning and length of agritourism season(s), and any temporary improvements that may be needed for such operations. A template Agritourism Management Plan is attached hereto as Exhibit C and incorporated herein by this reference. The Agritourism Management Plan shall demonstrate that the activities Landowner proposes to undertake are consistent with the terms of the Easement; provided, however, that agritourism activities expressly permitted in the Agritourism Management Plan may deviate from the terms of the Conservation Easement, so long as such deviations are undertaken on a temporary basis, do not adversely affect the Conservation Values, and are approved by Steward, which approval may be granted or withheld in Steward’s sole and absolute discretion. The Agritourism Management Plan and any subsequent updates to the Agritourism Management Plan will become effective only upon the mutual consent of Landowner and Steward pursuant to the process described in Section 7 herein. The Agritourism Management Plan shall be updated and adjusted as necessary to protect the Conservation Values, by mutual agreement of Landowner and Steward, and shall otherwise be reviewed at least once every five (5) years. Once approved, the Agritourism Management Plan shall become incorporated herein by reference and shall be subject to the remedies provisions contained in Section 8 of this Easement.
(t) Other Commercial Use of the Easement Area. Small-scale commercial uses consistent with agriculture and then-current County zoning are permitted with prior written notice to Steward, as long as such uses do not impair the Conservation Values of the Easement Area. The following limited commercial uses are also permitted on the Easement Area with Steward’s prior written approval so long as they are consistent with the Conservation Purpose and applicable zoning and so long as they do not negatively affect the Conservation Values of the Easement Area: small-scale incidental and 10 Item 11.a
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customary rural enterprises related, ancillary, and secondary to the agricultural uses, or small-scale commercial enterprises compatible, ancillary, and secondary to agricultural uses. Except as expressly permitted in this Easement, all other industrial or commercial activities on the Easement Area are prohibited. Any such commercial uses on the Easement Area shall comply with all applicable law and the terms of this Conservation Easement.
(u) Signs. With Steward’s prior written approval, signs may be placed on the Easement Area in accordance with applicable sections of the Solano County Zoning Ordinance, as it may be amended from time to time, and only for the purpose of advertising (1) the name of the farm and/or the owners of the Easement Area; (2) Agricultural Enterprises operating on the Easement Area; (3) a seasonal sales lot operating on the Easement Area; and/or (4) the sale or lease of the Easement Area, all in accordance with this Conservation Easement. However, the total surface area of all such signs shall not exceed 360 square feet and the top of each sign shall be no more than twenty (20) feet from the ground. A maximum of four (4) signs may be erected by Landowner with no single sign exceeding a surface area of 180 square feet.
(v) Use of Property for Mitigation. Entering into income-enhancement agreements (such as stewardship incentive programs) to engage in husbandry of natural resources of the Easement Area and to maintain, improve, enhance and develop habitat and environmental values consistent with “agricultural activities,” as defined in section 3482.5 of the Civil Code of California, is permitted with Steward’s prior written approval, so long as: (1) such agreement is consistent with the terms of this Easement; (2) the subject rights have not already been conveyed or extinguished by this Easement; (3) such agreement will not significantly impair the Easement Area’s soils and ability to support agricultural activity; (4) such agreement will not significantly impair the other Conservation Values; and (5) such agreement does not permanently restrict agricultural husbandry practices other than as provided herein. (w) Mining. Use of Soil, Sand and Gravel. Extraction and use on the Easement Area of limited quantities of soil, sand, and gravel from the Easement Area as appropriate for the conduct of the agricultural and other activities on the Easement Area permitted herein and conducted in a manner that does not significantly impair or interfere with the Conservation Values of the Easement Area are permitted with Steward’s prior written approval, provided that such activities shall be carried out in full compliance with applicable laws, shall not involve more than one (1.0) acre in area, and shall include the prompt restoration of any affected area after extraction is complete. Except as expressly permitted above, mining or extraction of soil, sand, gravel, rock, oil, natural gas, fuel or any other mineral substance is prohibited.
(x) Dumping and Trash. No trash, refuse, vehicle bodies or parts, rubbish, debris, junk, or waste shall be placed, stored, dumped, buried or permitted to remain on the Easement Area; however, temporary storage of waste generated on the Easement Area for periodic removal off-site is permitted. Composting of organic materials of the Easement Area is also permitted. (y) Hunting or Trapping Predators and Other Wildlife. Landowner shall carry out permitted activities on the Easement Area in a manner so as to avoid conflict with wild animals and to prevent depredation of livestock and pets by predators, such as mountain lions, coyotes and bobcats. The control of problem animals or pests is permitted, upon prior written notice to Steward, using selective control techniques, which shall be limited in their effectiveness to specific animals that have caused damage or present an imminent threat to persons or property. All actions hereunder shall be in full compliance with applicable law, including but not limited to Landowner’s personal hunting on the Easement Area, and obtaining depredation permits, if applicable, and shall be consistent with the Conservation Purpose. Hunting of game species by Landowner and its guests and invitees is permitted; provided that the commercial hunting of game species and entering into agreements or leases with third 11 Item 11.a
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parties to enable them to use the Easement Area for the commercial or non-commercial hunting of game species are permitted only with Steward’s prior written approval. (z) Subsequent Easements that Restrict Agricultural Use. The grant of any easement, other interest in land, or use restriction that might diminish or impair the Conservation Values of the Easement Area is prohibited. Landowner shall not grant any subsequent conservation easement on the Easement Area that restricts agricultural husbandry practices, interferes with the Conservation Purpose, diminishes the Conservation Values of the Easement Area, or otherwise interferes with any of the terms of this Conservation Easement, as reasonably determined by Steward. “Husbandry practices” means agricultural activities, such as those specified in section 3482.5(e) of the California Civil Code, conducted or maintained for commercial purposes in a manner consistent with proper accepted customs and standards, as established and followed by similar agricultural operations in the same locality. (aa) Ecological Restoration and Vegetation Management. With Steward’s prior written approval, Landowner may conduct ecological restoration on the Easement Area. Ecological restoration includes, but is not limited to, planting native species, removing non-native or invasive species (using manual removal, use of herbicides, and/or other methods), installing erosion-control structures, installing fencing necessary for the re-establishment of native vegetation, and/or realigning the channels of creeks into more natural dimensions consistent with its current flow and reconnecting the creek with its floodplain; provided that such activities are consistent with the Conservation Purpose of this Easement.

Except as otherwise expressly permitted in this Easement, the removal, cutting, or destruction of native vegetation or any other native habitat is prohibited, unless approved in advance by Steward. (bb) Introduction of Non-Native or Exotic Species. No seeding, planting, or introduction of non-native plant or animal species is permitted, except in response to a wildfire or other catastrophic occurrence with Steward’s prior written approval.

6. Water
(a) Water Rights. Landowner retains and reserves all groundwater, appropriative, prescriptive, riparian, contractual or other water rights appurtenant to the Easement Area. Landowner shall not permanently transfer, encumber, lease, sell or otherwise sever such water rights from title to the Easement Area itself; but the preceding shall not restrict the right of Landowner to enter into sales, purchases, leases, exchanges and other transactions in water rights (including without limitation water sharing and water well agreements) of limited term not to exceed two (2) years. All water shall be retained in Solano County for agricultural production only. Any such transfer of water shall not impair the Easement Area’s ability to support agricultural activity, habitat values, or open-space character. (b) Maintenance and Enhancement of Water Sources. Landowner maintains the right to use, maintain, establish, construct, and improve water sources, water courses and water bodies within the Easement Area for the uses permitted by this Conservation Easement, provided that Landowner does not significantly impair or disturb the natural course of the surface water drainage or runoff flowing over the Easement Area or reduce the net farmable acreage. Landowner may alter the natural flow of water over the Easement Area in order to improve drainage of agricultural soils, reduce soil erosion, or improve the agricultural management potential of the Easement Area, provided such alteration does not harm the Conservation Values and is consistent with the Conservation Plan (as referenced and defined in Section 10), if applicable.

7. Steward’s Approval – Procedures and Standards for Approval (a) Written Notice of Certain Actions. In order to afford Steward an opportunity to monitor activities that could adversely affect the Conservation Values of the Easement Area and, further, to ensure that such activities are designed and carried out in a manner that is consistent with the 12 Item 11.a
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Conservation Purpose of this Conservation Easement, Landowner shall give written notice to Steward in accordance with this section and the provisions of Section 17 below prior to taking any action requiring written notice to Steward, or requiring Steward’s approval, under Section 5 above or prior to taking any action which may have an adverse effect on the Conservation Values. The written notice shall describe the nature, scope, design, location, timetable, and any other material aspects of the proposed activity in sufficient detail to establish that the proposed use or activity will not impair or diminish the Conservation Values and to permit Steward to make an informed judgment as to its consistency with the terms of this Conservation Easement.
(b) Procedure for Review of Proposed Actions.
(1) Where written notice by Landowner is required as provided herein, Steward shall review the notice and the information submitted with it and shall, within thirty (30) days after delivery of Landowner’s written notice, notify Landowner that the notice was received and whether the information submitted by Landowner was sufficient to permit Steward to make an informed judgment as to the consistency of the proposed use or activity with the terms of this Conservation Easement. If the information submitted was insufficient, then Steward shall require that Landowner supply the additional information reasonably necessary to make such a judgment. For any use or activity that requires only prior written notice to (but not approval of) Steward pursuant to Section 5 above, if Steward fails to notify Landowner within such thirty-day period that the information submitted was insufficient or that the proposed activity is inconsistent with the terms of this Easement, Landowner may commence such use or activity so long as such use or activity is carried out as described in Landowner’s notice and in a manner that is consistent with the Conservation Purpose and other terms and conditions of this Easement. (2) Where Steward’s approval is required as expressly provided herein, Steward shall have forty-five (45) days from the date Steward notifies Landowner that Landowner has submitted all the information reasonably required by Steward to review the proposed activity to notify Landowner (pursuant to Section 17 below) of its decision (“Steward’s Notice”). If in the judgment of Steward, the proposed use or activity should not be permitted in the form set forth in Landowner’s written notice, but that the proposed use or activity would be permitted if modified, then Steward’s response may notify Landowner of suggested modification(s) and condition(s) that would allow Steward to approve the use or activity. Steward shall be deemed to have disapproved the proposed activity or use if Steward fails to give notice to Landowner of Steward’s decision within said forty-five (45)-day period. (c) No Activity Pending Resolution. Except as otherwise provided in Section 7(b)(1) above (regarding a use or activity that requires only prior written notice to (but not approval of) Steward), pending the determination by Steward, the use or activity may not be conducted. If Landowner disagrees with Steward’s decision the parties may, by mutual agreement, mediate the disagreement. Pending resolution of the disagreement, Landowner agrees that the use or activity shall not be conducted. (d) Steward’s Sole Discretion in Making Determination. Steward’s determination shall be based upon the likely effect of the proposed activities and uses upon the Conservation Values protected by this Easement. Except where Steward’s approval is expressly stated herein to be in its reasonable discretion, approval or disapproval shall be at the sole discretion of Steward and may be granted upon conditions that further the Conservation Purpose of this Conservation Easement. No decision by Steward shall establish precedent for or commitment to the outcome of future decisions.

Each such request shall be considered and determined on its own and without following or establishing precedent.
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8. Enforcement
(a) Monitoring. Steward shall manage its responsibilities for this Conservation Easement, including, but not limited to, annual monitoring, such additional monitoring as circumstances may require, record keeping, and enforcement, for the purposes of preserving the Conservation Values and upholding the Conservation Purpose in perpetuity. With at least forty-eight (48) hours’ advance written notice (including, but not limited to, by use of electronic email (“email”)), except in the event of an emergency or suspected emergency in which case at least reasonable verbal notice shall be given, if reasonably feasible, Steward has the right to enter upon, inspect, observe and evaluate the Easement Area to identify the current condition of and uses and practices on the Easement Area to determine whether such condition, uses, and practices are consistent with this Easement. Failure of Steward to carry out these responsibilities shall not impair the validity of this Easement or limit its enforceability in any way. (b) Violations; Notice and Injunctive Relief.
(1) Except as permitted in subsection (b)(2) below, if Steward determines that there is a violation of the terms of this Conservation Easement or that a violation is threatened, Steward shall give written notice to Landowner. The notice shall identify the violation or threatened violation, and, where known to Steward, any corrective action necessary to cure the violation. Where the violation involves injury to the Easement Area resulting from any use or activity that is inconsistent with the Conservation Purpose and other terms and conditions of this Conservation Easement the notice may demand restoration of the portion of the Easement Area so injured. If Landowner fails to cure the violation within thirty (30) days after Steward gives notice, or under circumstances where the violation cannot reasonably be cured within a thirty (30)-day period, if Landowner fails to begin curing the violation within the thirty (30)-day period, or if Landowner does not continue diligently to cure the violation until finally cured, or as otherwise provided in this Conservation Easement, Steward may bring an action at law or in equity to enforce the terms of this Conservation Easement. (2) If Steward, in its sole discretion, determines that an ongoing or imminent violation could irreversibly diminish or impair the Easement Area’s high-quality soils, ability to support agricultural activity, open-space character, habitat, or other Conservation Value, Steward may pursue its remedies under this section without prior notice to Landowner or without waiting for the period provided for cure to expire, including but not limited to seeking ex parte judicial relief. Steward shall have the right to seek injunctive relief pursuant to this Section 8 if, in Steward’s sole discretion, an injunction is required to prevent the irreversible or significant impairment of the Conservation Values or irreversible or significant interference with the Conservation Purpose or otherwise to enforce this Conservation Easement.
(c) Damages. Steward is entitled to recover damages for the violation of the terms of this Conservation Easement, including, without limitation, damages for the loss of agricultural, habitat, and open-space values and any other Conservation Value of the Easement Area. Without limiting Landowner’s liability, Steward may apply any damages recovered to the cost of undertaking corrective action on the Easement Area.
(d) Equitable Remedies. Steward’s rights under this section apply equally in the event of either actual or threatened violations of the terms of this Conservation Easement. Landowner and Steward expressly agree that the Easement Area, by virtue of its Conservation Values, is unique and that a violation of this Conservation Easement, and the ensuing harm or alteration of the Easement Area, may result in damages that are irremediable and not subject to quantification. Landowner agrees that Steward’s remedies at law for a violation of the terms of this Conservation Easement may be inadequate and that Steward may seek the injunctive relief described in this section, both prohibitive and mandatory, in addition to such other relief to which Steward may be entitled, including specific performance of the 14 Item 11.a
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terms of this Easement, without necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Steward’s remedies described in this section shall be cumulative and shall be in addition to all remedies now or hereinafter existing at law or in equity, including but not limited to those remedies available under California Civil Code section 815.7. Equitable relief may include restoration of the Easement Area to the condition that existed prior to the injury. (e) Recovery of Costs. If Steward prevails in any action to enforce the terms of this Easement, any and all costs incurred by Steward in enforcing the terms of this Conservation Easement against Landowner or against others where Landowner had the legal right and/or legal obligation to have acted in a manner that would have made such enforcement action unnecessary, including, without limitation, costs of suit and reasonable attorneys’ fees, and any and all costs of restoration resulting from Landowner’s violation of the terms of this Conservation Easement, shall be the responsibility of Landowner. If Landowner prevails in any action to enforce the terms of this Conservation Easement, any and all costs incurred by the parties, including, without limitation, costs of suit and reasonable attorneys’ fees, shall be the responsibility of the respective party incurring such costs.

9. No Public Access
Nothing in this Conservation Easement shall be construed as a grant to the general public of any right to enter the Entire Property.

10. Conservation Plan
All agricultural operations on the Easement Area are encouraged to be conducted in a manner consistent with a conservation plan (“Conservation Plan”) consistent with the terms of this Easement and prepared by the U.S. Department of Agriculture, Natural Resources Conservation Service, in cooperation with Landowner, and utilizing the standards and specifications of the NRCS Field Office Technical Guide pursuant to 7 CFR part 12.

11. Transfer of Conservation Easement by Steward
(a) Voluntary Transfer. Steward may transfer this Easement to either (1) a public agency authorized to hold interests in real property as provided in section 815.3(b) of the Civil Code of California; or (2) a private nonprofit organization, as defined in section 10221 of the California Public Resources Code, whose primary mission is to protect farmland, farmland soils, and farm viability, and which, at the time of transfer, is a “qualified organization” under section 170(h) of the Internal Revenue Code and under section 815.3(a) of the Civil Code of California or successor provision. Such a transfer may proceed only if the agency or organization expressly agrees to assume the responsibilities imposed on Steward by this Easement to uphold the Conservation Purpose pursuant to an assignment and assumption agreement, which shall be duly recorded in the official records of Solano County, California. (b) Transfer Upon Dissolution of Steward, etc. If Steward, or its successor, ceases to exist or no longer qualifies to hold the Easement under applicable state law, a court of competent jurisdiction shall direct the transfer of Steward’s interest in this Easement to another public agency or qualified organization having similar purposes that agrees to assume the responsibilities imposed on Steward by this Easement.

12. Transfer of Easement Area; Transfer Fee
(a) Transfer Requirements. Landowner may transfer the Easement Area or an interest therein, but each transferee shall take subject to, and be bound by, each and every term and provision of this Conservation Easement. Landowner shall refer to this Conservation Easement by name, date, and official document recording identification number in any deed or other conveyance instrument in which 15 Item 11.a
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the Easement Area or any interest therein is transferred, shall notify Steward in writing at least thirty (30) days before conveying the Easement Area or any part thereof or interest therein to any third party (or, if the closing of such conveyance is expedited, as soon as reasonably practicable prior to the closing), and shall provide to Steward the name and contact information of any transferee. Failure of Landowner to do so shall not impair the validity of this Conservation Easement, limit its enforceability in any way, or excuse the transferee from complying with the terms of this Conservation Easement. (b) Transfer Fee. A transfer of the ownership of the Easement Area may result in an additional burden on the monitoring and enforcement responsibilities of Steward; therefore, each such transfer (except for Excluded Transfers, as defined below) of the Easement Area (or portion thereof) shall require the payment by Landowner of a transfer fee (“Transfer Fee”), which the parties acknowledge and agree, pursuant to California Civil Code section 1098.6, is imposed and shall be used for the direct benefit of the Easement Area and Steward’s protection thereof, to Steward in the amount of the greater of (i) one percent (1%) of the fair market value of the land subject to the transfer (excluding the value of any structures, buildings, improvements, crops or other appurtenances thereon/thereto) established by agreement of the parties; or (ii) if there is no agreement, the amount of ____________ Dollars ($______), adjusted for inflation every January 1st after the Effective Date of this Easement by three and one-half percent (3.5%). Steward may reduce or waive this Transfer Fee at its sole and absolute discretion.

No such Transfer Fee shall be due for any of the following transfers:

1. The first transfer of the Easement Area (that is not an Excluded Transfer) after the Effective Date of this Easement;

2. Any transfer to a “Related Party” (as defined below) of Landowner or its successor in interest. Related Party is defined as a spouse (including legally recognized domestic partner), issue, sibling, ancestor, or adopted child (if the adoption occurs before the child reaches the age of majority) of Landowner or a lineal descendant of a brother, sister, uncle, or aunt of Landowner or a combination thereof;

3. Any transfer by gift, donation, or bequest by Landowner or its successors in interest;

4. Any transfer into a revocable inter vivos trust or irrevocable trust for the benefit of the transferor, the transferor’s heirs, successors, or assigns or from such trust to the original grantor thereof;

5. A transfer of a security interest to a bona fide lender by Landowner of the Easement Area (or any portion thereof) or a sale or transfer by such lender or trustee of any deed of trust pursuant to the power of sale provisions in any mortgage or deed of trust;

6. A sale, transfer, other conveyance or exchange to, between, or among any “Related Entity,” which shall mean an entity which controls, is controlled by, or is under common control of the transferor (for purposes hereof, “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs);

7. A lease, license, or easement for a total term, including any options to renew or extend, not exceeding thirty-five (35) years; or

8. Any transfer that does not result in a “change of ownership” as defined in California Revenue and Taxation Code section 60 et seq.

The Transfer Fee shall be paid by Landowner upon the closing or other consummation of the transfer of the Easement Area (or portion thereof) subject to such fee out of the closing escrow, if applicable, or, if not paid when due hereunder, shall be deemed a lien against the Easement Area (or portion thereof) in accordance with California Civil Code section 2872 et seq. and shall be enforceable by court proceeding in accordance with California Code of Civil Procedure section 725a et seq. or non- judicially by power of sale pursuant to California Civil Code section 2924 et seq. Notwithstanding the 16 Item 11.a
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foregoing, the lien created hereby shall at all times be deemed subordinate and junior to, and shall in no instance defeat, this Easement. In the event of non-payment of the Transfer Fee in accordance with this section, the transferor and its successor-in-interest shall become jointly and severally liable therefor, and Steward shall have any right available at law or in equity to enforce this Transfer Fee provision, including the right to bring suit to recover the Transfer Fee, interest thereon at the rate of five percent (5%) per annum from the date due until the date paid plus its costs of suit, including reasonable attorneys’ fees.

Concurrently with the recordation of this Easement, in compliance with California Civil Code section 1098.5, Steward and Landowner have executed and recorded a document entitled “PAYMENT OF TRANSFER FEE REQUIRED” in the form required by statute. The Transfer Fee shall be paid to Steward at the address listed for giving notices to Steward as set forth in Section 17.

13. Amendment of Conservation Easement
This Easement may be amended only with the written consent of Steward and Landowner. Any amendment shall be consistent with the Conservation Purpose, shall not result in the impairment of the Conservation Values, shall not affect its perpetual duration, and shall comply with section 815 of the Civil Code of California, section 501(c)(3) of the U.S. Internal Revenue Code, and Steward’s amendment policies and procedures. Any amendment shall be duly recorded in the official records of Solano County.

14. Extinguishment / Termination
If circumstances arise in the future that render the Conservation Purpose of this Easement impossible or impracticable to accomplish, this Easement may only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction or as otherwise expressly provided herein, in accordance with the common and statutory laws of California. In the event a material change in the conditions of or surrounding the Easement Area makes impossible or impracticable its continued use for the purposes contemplated hereby or makes impossible or impracticable the protection of the Conservation Values protected by this Easement, resulting in an extinguishment or partial extinguishment of this Easement by a judicial proceeding or otherwise under the terms of this Easement, Landowner shall pay Steward the amount provided in Section 16 below at the time of the termination. This Easement shall not be deemed terminated, extinguished, or otherwise affected until Steward has received full payment.

Should this Conservation Easement be extinguished, condemned, or otherwise terminated on any portion of the Easement Area, the balance of the Easement Area shall remain subject to this Conservation Easement. In such event, this Conservation Easement shall be amended by the parties to reflect the modified easement area on the balance of the Easement Area and encumbrances junior to this Conservation Easement shall remain subordinate to the Conservation Easement as amended. Other than pursuant to eminent domain or purchase in lieu of eminent domain to acquire an interest in the Easement Area necessary for a public use by a public agency, corporation, or other entity or individual with the power of eminent domain (“Acquiring Entity”), no other voluntary or involuntary sale, exchange, conversion, transfer, assignment, lease, mortgage or other encumbrance, alienation, or conveyance of any kind of all or part of the Easement Area, or of any interest in it, shall limit, terminate, or extinguish the provisions of this Easement. No inaction or silence by Steward shall be construed as abandonment of the Easement, and the fact that the Easement Area is not in agricultural use is not reason for termination of this Conservation Easement.

15. Eminent Domain
Termination of the Conservation Easement through condemnation is subject to the requirements of section 10261 of the California Public Resources Code, the eminent domain laws of the State of 17 Item 11.a
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California, federal law, and this Conservation Easement. The Easement Area may not be taken by eminent domain or purchase in lieu of eminent domain if the planned use is more than seven years in the future (California Code of Civil Procedure section 1240.220). Steward shall be paid by the condemnor at the time of the condemnation the value of the Conservation Easement, or portion thereof, taken (California Public Resources Code section 10261(a)(2)). Purchase in lieu of condemnation, or settlement of an eminent domain proceeding, shall occur pursuant to applicable laws and procedures, including but not limited to California Government Code sections 7267.1 and 7267.2, and shall require approval of Steward. If Landowner is provided the opportunity to accompany the appraiser for the condemning agency on any visit(s) to the Easement Area, then Steward shall have the opportunity to accompany the appraiser and Landowner on any such visit(s). In the event either party is notified of the initiation of any condemnation, such party shall promptly notify the other party, and the parties shall act cooperatively to ensure the least impact of such action on the Easement Area and its Conservation Values.

Should all or part of the Easement Area or any interest in it be proposed for acquisition for a necessary public use by an Acquiring Entity, Landowner and Steward shall join in appropriate actions to recover the full value of the proposed acquisition and all incidental or direct damages resulting from the proposed acquisition as well as all other payments to which they may be entitled by law (“Compensation”). The Compensation of such proceeding of Landowner and Steward shall be divided in accordance with the proportionate values of Landowner’s and Steward’s interests as specified in Section 16 below, unless otherwise provided by applicable law. The Acquiring Entity shall pay Compensation directly to Landowner and Steward. Any costs incurred by the parties in such proceedings will be paid out of each party’s respective share of the condemnation proceeds.

16. Proceeds from Sale or Other Disposition If and When Conservation Easement is Terminated (a) The grant of this Conservation Easement gives rise to a property right immediately vested in Steward. For purposes of allocating proceeds from a sale or other disposition of the Easement Area at the time of termination, the fair market value of Steward’s right and interest shall be the greater of: (i) the Easement’s value determined by multiplying (I) the fair market value of the Easement Area unencumbered by this Easement by (II) the ratio of the value of this Easement as of the Effective Date of this Easement to the value of the Easement Area, unencumbered by this Easement, as of the Effective Date of this Easement; or (ii) the Easement’s value equal to the difference between the fair market value of the Easement Area unencumbered by the Conservation Easement and the fair market value encumbered by the Conservation Easement as determined on or about the date of the termination.

The values shall be determined by one or more qualified appraisals performed by an independent appraiser jointly selected by Landowner and Steward at the time of the termination. In the event Landowner and Steward are unable to select a single appraiser, then each party shall select an appraiser and the two selected appraisers shall be instructed by the parties to select a third qualified appraiser. Any appraisal(s) undertaken under this section shall conform to the Uniform Standards of Professional Appraisal Practices and Treas. Reg. section 1.170A-13 and guidance of the Internal Revenue Service. The cost of the appraisal(s) shall be paid by Landowner. Nothing herein shall prevent Landowner and Steward from having an appraisal prepared at any party’s individual expense. The value payable to Steward shall be paid at the time of termination; no final court order or other instrument terminating the Conservation Easement shall be recorded or will be effective unless Steward is first paid the value as provided above.

17. Notices
All notices required by this Easement must be written. Notices shall be delivered by hand; by certified U.S. mail, return receipt requested; or by overnight delivery by a reputable national courier service that provides automated delivery tracking; provided, however, that notices from Steward to Landowner to notify Landowner of the date and time of routine annual monitoring of the Easement Area 18 Item 11.a
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pursuant to Section 2(b) above may be delivered by U.S. first-class mail or by electronic transmission (e.g., email or facsimile), provided that, in the latter case, the sender receives an acknowledgement of successful transmission or the recipient provides an acknowledgement of receipt. Notices to Landowner shall be addressed to Landowner’s address as recited below or to such other address as Landowner may designate by notice in accordance with this section. Notice to Steward shall be addressed to its principal office, recited below, marked for the attention of the Executive Director, or to such other address as Steward may designate by notice in accordance with this section. Notice shall be deemed given and received as of the date of its actual delivery to the recipient.

To Landowner: Kevin and Catie Simonis
6753 Maine Prairie Road
Dixon, CA 95620
Telephone: (707) 514-5806
Email: [email protected]
To Steward: Solano Land Trust
Attn: Nicole Braddock, Executive Director
198 Dobbins St., Suite A
Vacaville, CA 95688
Telephone: (707) 432-0150
Facsimile: (707) 240-4183
Email: [email protected]
With copy to: Ellen A. Fred, Esq.

Conservation Partners
5111 Telegraph Ave., No. 311
Oakland, CA 94609
Telephone: (510) 290-0165
Email: [email protected]

18. Landowner’s Environmental Warranty
(a) Nothing in this Easement shall be construed as giving rise to any right or ability in Steward to exercise physical or management control over the day-to-day operations of the Entire Property, or any of Landowner’s activities on the Entire Property, or otherwise to become an “owner” or “operator” or “responsible person” with respect to the Entire Property as those words are defined and used in environmental laws, including The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. (“CERCLA”), or any corresponding state and local statute or ordinance.
(b) Landowner warrants that it has no actual knowledge of a release or threatened release of hazardous substances, wastes, or materials on the Entire Property or other adjacent property owned by Landowner, as such substances, wastes, and materials are defined by applicable law, or any violation of applicable environmental laws, and hereby promises to hold harmless, and defend and indemnify, Steward and its members, directors, officers, employees, legal representatives, agents, and contractors and the heirs, personal representatives, successors, and assigns of each of them, from and against any and all loss, cost, claim (without regard to its merit), liability or expense (including reasonable attorneys’ fees) arising from or with respect to any release of hazardous waste, material or substance or violation of environmental laws, including but not limited to the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq.; CERCLA; the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, as amended, 7 U.S.C. § 136 et seq.; the Safe 19 Item 11.a
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Drinking Water Act, as amended, 42 U.S.C. § 300f et seq.; California Health and Safety Code § 25100, and in the regulations adopted and publications promulgated pursuant to them. Notwithstanding the foregoing, Landowner’s indemnity obligation set forth above shall not apply to any liabilities, costs, losses, orders, liens, penalties, damages, claims, causes of action, demands, and/or judgments arising from the active negligence or willful misconduct of Steward. (c) If at any time after the Effective Date of this Easement there occurs a release, discharge, or other incident in, on, or about the Entire Property of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, Landowner agrees to take all steps that are required of Landowner under federal, state, or local law necessary to ensure its containment and remediation, including any cleanup.

19. Landowner’s Title Warranty
Landowner represents and warrants that Landowner has fee simple title to the Easement Area and, to the best of Landowner’s actual knowledge, has disclosed to Steward any off-record lease agreements, liens and encumbrances affecting the Easement Area. Steward has obtained a preliminary title report for the Easement Area from _________ Title Company, dated _______________ (“Title Report”), that show prior encumbrances of record affecting the Easement Area. All financial liens or financial encumbrances shown on said preliminary reports existing as of the Effective Date of this Easement (excepting liens for property taxes which are not yet due and payable) have been subordinated to this Easement. Landowner promises to defend title to the Easement Area against all claims that may be made against it. If Landowner discovers at any time that any old or new interest in the land exists that is not disclosed in the Title Report, Landowner shall immediately notify Steward of the discovery and shall take all necessary steps to ensure that the interest is made subject to this Conservation Easement and that the existence of the interest or the exercise of any rights under it does not interfere with this Conservation Easement.

20. General Provisions
(a) Interpretation. This Conservation Easement shall be interpreted under the laws of the State of California, resolving any ambiguities and questions of the validity of specific provisions so as to give maximum effect to its Conservation Purpose. Except as otherwise provided, references to authorities in this Conservation Easement shall be to the statute, rule, regulation, ordinance, or other legal provision that is in effect at the time this Conservation Easement becomes effective. No provision of this Conservation Easement shall constitute governmental approval of any improvements, construction, or other activities that may be permitted under this Conservation Easement. (b) Successors. Every provision of this Conservation Easement that applies to Landowner or Steward shall also apply to, and this Conservation Easement shall bind and inure to the benefit of, their respective agents, heirs, executors, administrators, assigns, and other successors in interest.
(c) Severability. If any term, provision, covenant, condition, or restriction of this Conservation Easement is held by a court of competent jurisdiction to be unlawful, invalid, void, unenforceable, or otherwise not effective, the remainder of the Conservation Easement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. (d) Perpetuation of Conservation Easement. This Conservation Easement shall be of perpetual duration. No merger of title, estate, or interest shall be deemed effected by any previous, contemporaneous, or subsequent deed, grant, or assignment of an interest or estate in the Easement Area, 20 Item 11.a
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or any portion of the Easement Area. It is the express intent of the parties that this Conservation Easement not be extinguished by, or merged into, any other interest or estate in the Easement Area now or hereafter held by Steward or Steward’s successor or assignee.
(e) No Waiver. Enforcement of the terms of this Conservation Easement is at the discretion of Steward. Any forbearance by Steward to exercise its rights under this Conservation Easement shall not be deemed or construed to be a waiver by Steward of such term or of any of Steward’s rights under this Conservation Easement. No delay or omission by the Steward in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. No forbearance or waiver by Steward of any default or breach, whether intentional or not, shall be deemed to extend to any prior or subsequent defaults or breaches, nor shall it affect in any way any rights arising by virtue of any prior or subsequent occurrence.
(f) Recording. This Conservation Easement shall be recorded in the official records of the County of Solano, State of California.
(g) Integration. This Conservation Easement, together with the Baseline Report and Conservation Plan, if applicable, is the final and complete expression of the agreement between the parties with respect to this subject matter. Any and all prior or contemporaneous agreements with respect to this subject matter, written or oral, are merged into this written instrument. (h) Administrative Costs. The administration of this Conservation Easement by Steward requires considerable time and expense. Steward shall bear all routine administrative expenses related to the Conservation Easement, including but not limited to the following activities: routine easement monitoring and reporting and review of written notices from Landowner. Landowner agrees to pay the reasonable administrative expenses, including but not limited to reasonable attorneys’ and consultants’ fees, for non-routine administration of the Conservation Easement including, but not limited to, any non-routine additional monitoring and reporting required to monitor the permitted agritourism activities and restoration required under Section 5(s) above, reviewing actions requiring Steward’s approval under Section 7, enforcement of Easement violations, Steward’s staff time related to Landowner’s refinancing and/or sale of the Easement Area, and any amendment to this Easement requested or otherwise initiated by Landowner.
(i) Estoppel Certificate. In connection with a sale or financing of the Easement Area, Steward shall, upon not less than thirty 30 days’ prior written notice from Landowner, execute and deliver to Landowner or any person designated by Landowner, an estoppel certificate in reasonable form, stating either (1) that Landowner is not in violation of this Conservation Easement or (2) if Landowner is in violation, the nature of the violation. Any such statement may be conclusively relied upon by the prospective purchaser, assignee, sublessee, lender or other person or entity reasonably requesting the estoppel certificate.
(j) Counterparts. Landowner and Steward may execute this instrument in two or more counterparts; each counterpart shall be deemed an original instrument. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. (k) Headings. The headings, titles and subtitles herein have been inserted solely for convenient reference and shall be ignored in its construction.

IN WITNESS WHEREOF, Landowner and Steward, intending to be legally bound, have set their hands on the date first above written. To Have and To Hold, this Conservation Easement unto the Steward, its successors and assigns, forever.
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LANDOWNER:

KEVIN SIMONIS AND CATIE SIMONIS, husband
and wife as community property with right of
survivorship
By:

Kevin Simonis
By:

Catie Simonis
STEWARD:

SOLANO LAND TRUST,
a California nonprofit public benefit corporation

By: Nicole Braddock
Its: Executive Director
22 Item 11.a
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )
) §§
COUNTY OF __________________________ )
On ___________, 20____, before me, _________________, Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
(Seal)
Notary Public
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
Notary Public
24 Item 11.a
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
Notary Public
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I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
(Seal)
Notary Public
26 Item 11.a
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List of Exhibits
Exhibit A Legal Description of the Entire Property
Exhibit A-1 Legal Description of the Easement Area
Exhibit A-2 Map of the Easement Area
Exhibit B Baseline Report Acknowledgment
Exhibit C Agritourism Management Plan Template
27 Item 11.a
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Exhibit A
Legal Description of the Entire Property
APN: 0143-170-100
1 Item 11.a
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Exhibit A-1
Legal Description of the Easement Area
APN: 0143-170-100 (portion)
1 Item 11.a
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Exhibit A-2
Map of the Easement Area
1 Item 11.a
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Exhibit B
Baseline Report Acknowledgment
Solano Land Trust (“Steward”) and Kevin Simonis and Catie Simonis (collectively, “Landowner”), hereby acknowledge that they have received a copy of a Baseline Report dated ____________________, 20__, prepared by Solano Land Trust. By signing below, Landowner and Steward accept and acknowledge that the Baseline Report is an accurate representation of the condition of the Easement Area as of the date of the Conservation Easement. Landowner and Steward both agree to retain a copy of the Baseline Report in their respective files.

LANDOWNER:

KEVIN SIMONIS AND CATIE SIMONIS, husband and wife as
community property with right of survivorship
By:

Kevin Simonis
By:

Catoe Simonis
STEWARD:

SOLANO LAND TRUST,
a California nonprofit public benefit corporation

By: Nicole Braddock
Its: Executive Director
1 Item 11.a
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Exhibit C
Template of Management Plan for Seasonal Agritourism Activities on the KC Farming LLC Property
This Management Plan for Seasonal Agritourism Activities on the ________________ Farm (“Plan”) dated _______________, 20___, provides guidelines for the management of seasonal agritourism operations on the portions of the KC Farming LLC property subject to the Conservation Easement (“Property”), including, but not limited to, pumpkin patch, corn maze, farm-stand operations, fruit and vegetable picking, educational demonstrations, and other activities as more particularly described in this Plan (“Seasonal Activities”) and organization of associated logistical facilities. The Plan also designates the calendar dates when Seasonal Activities may take place on the Easement Area and a description of the process for notice to and approval of Steward of such Seasonal Activities.

The Easement Area is encumbered by a Deed of Agricultural Conservation Easement dated ____________, ____ (“Conservation Easement” or “Easement”), between the owner of the Easement Area (“Landowner”) and Solano Land Trust (“Steward”). The Conservation Easement is a legally binding document that governs Landowner’s use of the Easement Area. The Easement includes allowances for agritourism and a seasonal sales lot, subject to prior approval of Steward under Section 5(s) of the Easement. This Plan has been incorporated as part of the Easement, is referenced in Section 5(s), and is subject to any and all remedies provided in the Easement. All initially capitalized terms not defined herein shall have the meanings given in the Conservation Easement. In the case where a conflict exists between this Plan and the Conservation Easement, the terms, proscriptions, and conditions of the Easement shall control, unless such conflict is expressly stated herein to be controlling over the Conservation Easement.

Pursuant to the Conservation Easement, Landowner prepared this Plan and submitted it to Steward for review and approval. Steward has determined that the Plan is consistent with the Conservation Easement’s Conservation Purpose and preservation of the Easement Area’s Conservation Values. Any subsequent updates to the Plan will become effective only upon the mutual consent of Landowner and Steward pursuant to the process described in Section 7 of the Easement. The Plan shall be updated and adjusted as necessary (including any adjustments that may be necessary after the Landowner’s initial season operating under the Plan) to uphold the Conservation Purpose and preserve the Conservation Values by mutual agreement of Landowner and Steward and in any event shall be reviewed and updated at least once every five (5) years, unless otherwise agreed by the parties.

Prior to the commencement of any Seasonal Activities on the Easement Area, including but not limited to any planting related to the Seasonal Activities, Landowner shall comply with the notice and approval requirements described in Section 7 of the Conservation Easement, including preparation and submission of this Plan to Steward for its review and approval. Landowner shall submit the proposed Plan, including a detailed description of proposed Seasonal Activities, to Steward no less than eight (8) weeks prior to Landowner’s intended commencement of the Seasonal Activities (or sooner if feasible).

Steward shall respond to Landowner’s Written Notice within two (2) weeks of its receipt of such notice with acknowledgement of receipt and with any request for additional information or modifications.

Steward shall have forty-five (45) days from the date Steward notifies Landowner that Landowner has submitted all the information reasonably required by Steward to review the proposed Plan to notify Landowner of its decision. Section 7 of the Easement provides additional details of this notice and approval requirement. Landowner shall not commence any Seasonal Activities unless and until Landowner and Steward have signed the acknowledgement at the end of this Plan.

The conduct of any activity that does not comply with the Plan or the Easement will be deemed a violation of the Easement and may be remedied by Steward as described in Section 8 of the Easement.

Other activities taking place on the Easement Area that are not circumscribed in this Plan will be evaluated based on the Easement’s terms.
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Given the additional responsibility placed on Steward to monitor Seasonal Activities on the Easement Area, Steward has required, and Landowner has agreed to pay, an additional fee for each season where Seasonal Activities take place. Steward will monitor compliance with the Plan periodically during the operation of Seasonal Activities, at Steward’s discretion, with notice to Landowner as provided in Easement Section 2(b). At the conclusion of the Seasonal Activities, Steward will monitor compliance with the Plan, including but not limited to the requirement that Landowner return the Easement Area to its pre-existing condition. Steward will add information gathered during post-Seasonal Activity monitoring to the Baseline Report (as defined in Recital H of the Easement).

The Plan shall include, at a minimum, the following information and such additional information as Steward may reasonably request:

1. Description of Seasonal Activities (such as pumpkin patch, corn maze, public areas, sales area, temporary buildings/structures/trailers, food-sales area, port-a-potties, lighting, signs, passenger drop- off, parking, etc.)

2. Definition of season
A. When Seasonal Activities will start
B. When the Easement Area will be returned to agricultural use C. Dates to be open to the public
D. Dates of potential “busy” days

3. Location of Seasonal Areas (as shown on a map of Property) A. Parking
B. Secondary (i.e., overflow) Parking if needed
C. Seasonal Sales Lot and Structures
D. Other Outbuildings and Fences

4. Which Seasonal Activities will be conducted in each Seasonal Area (Landowner to name the Seasonal Areas)

5. Parking Management Plan (examples include rainy season plan, lighting, use of parking assistants, safety features at road crossings, etc.)
A. Main Parking Area Plan
B. Proposed Temporary Overflow Parking Area, if applicable

6. Plan to Prepare Seasonal Areas for Next Crop

7. Acknowledgement by Landowner that approval of the Plan requires payment by Landowner to Steward of fee for additional monitoring during, and at the conclusion of, the Seasonal Activities

8. Signatures of Landowner and Steward
__________________, as Landowner, and Solano Land Trust, as Steward, certify that each is familiar with the condition of the Easement Area and do acknowledge and agree that this Management Plan for Seasonal Agritourism Activities is hereby entered into, incorporated as part of the Conservation Easement on the Easement Area, and accepted by the undersigned. Landowner and Steward each have copies of this Plan.
___________________________________ ___________________________________ Steward Date Landowner Date
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Exhibit D
Prior Liens and Encumbrances
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14.3 Subject’s title report
This section reproduces the title report, as provided to us by the client, that we have referenced in this appraisal. The appraisers have performed no title research for this appraisal.

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CLTA STANDARD COVERAGE OWNER'S POLICY OF TITLE INSUR ANCE Policy Number:

I
ssued by:

FSSE-6032302864
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This policy, when issued by the Company with a Polic y Number and the Date of Policy, is valid even if this policy or any endorsement to this policy is issued electronically or lacks any signature.

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Condition 17.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, Fidelity National Title Insurance Company, a Florida corporation (the "Company"), insures as of the Date of Policy and, to the extent stated in Covered Risks 9 and 10, after the Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. The Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. Covered Risk 2 includes, but is not limited to, insurance against loss from:
a. a defect in the Title caused by:
i. forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; ii. the failure of a person or Entity to have authorized a transfer or conveyance; iii. a document affecting the Title not properly authorized, created, executed, witnessed, sealed, acknowledged, notarized (including by remote online notarization), or delivered; iv. a failure to perform those acts necessary to create a document by electronic means authorized by law; v. a document executed under a falsified, expired, or otherwise invalid power of attorney; vi. a document not properly filed, recorded, or indexed in the Public Records, including the failure to have performed those acts by electronic means authorized by law; vii. a defective judicial or administrative proceeding; or viii. the repudiation of an electronic signature by a person that executed a document because the electronic signature on the document was not valid under applicable electronic transactions law. b. the lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.
c. the effect on the Title of an encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment (including an encroachment of an improvement across the boundary lines of the Land), but only if the encumbrance, violation, variation, adverse circumstance, boundary line overlap, or encroachment would have been disclosed by an accurate and complete land title survey of the Land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. A violation or enforcement of a law, ordinance, permit, or governmental regulation (including those relating to building and zoning), but only to the extent of the violation or enforcement described by the enforcing governmental authority in an Enforcement Notice that identifies a restriction, regulation, or prohibition relating to:
a. the occupancy, use, or enjoyment of the Land;
b. the character, dimensions, or location of an improvement on the Land; c. the subdivision of the Land; or
d. environmental remediation or protection on the Land.

6. An enforcement of a governmental forfeiture, police, regulatory, or national security power, but only to the extent of the enforcement described by the enforcing governmental authority in an Enforcement Notice.

7. An exercise of the power of eminent domain, but only to the extent:
a. of the exercise described in an Enforcement Notice; or b. the taking occurred and is binding on a purchaser for value without Knowledge.

8. An enforcement of a PACA-PSA Trust, but only to the extent of the enforcement described in an Enforcement Notice.

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9. The Title being vested other than as stated in Sche dule A, the Title being defective, or the effect of a court order providing an alternative remedy:
a. resulting from the avoidance, in whole or in part, of any transfer of all or any part of the Title to the Land or any interest in the Land occurring prior to the transaction vesting the Title because that prior transfer constituted a:
i. fraudulent conveyance, fraudulent transfer, or preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law; or
ii. voidable transfer under the Uniform Voidable Transactions Act; or b. because the instrument vesting the Title constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar state or federal creditors' rights law by reason of the failure:
i. to timely record the instrument vesting the Title in the Public Records after execution and delivery of the instrument to the Insured; or
ii. of the recording of the instrument vesting the Title in the Public Records to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to the Date of Policy and prior to the recording of the deed or other instrument vesting the Title in the Public Records.

DEFENSE OF COVERED CLAIMS
The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

Fidelity National Title Company
11320 Trade Center Drive, Ste C
Rancho Cordova, CA 95742
Fidelity National Title Insurance Company
By:

Countersigned By:

Bryan Shank
A
uthorized Officer or Agent
Michael J. Nolan, President
Attest:

Marjorie Nemzura, Secretary
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EXCLUSIONS FROM COVERAGE
T
he following matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any improvement on the Land; iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any governmental forfeiture, police, regulatory, or national security power. c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.

Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6.

2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7.

3. Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at the Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10); or
e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide purchaser had been given for the Title at the Date of Policy.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as shown in Schedule A is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or c. preferential transfer:
i. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for new value; or
ii. for any other reason not stated in Covered Risk 9.b.

5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8.

6. Any lien on the Title for real estate taxes or assessments, imposed or collected by a governmental authority that becomes due and payable after the Date of Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b.

7. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.

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FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FSSE-6032302864 T
ransaction Identification Data, for which the Company assumes no liability as set forth in Condition 9.d.:

Property Address: 6625 Maine Prairie Road, Dixon, CA 95620

SCHEDULE A
Name and Address of Title Insurance Company: Shannon Dalton Fidelity National Title Company
11320 Trade Center Drive, Ste C
Rancho Cordova, CA 95742
Policy Number: FSSE-6032302864
Date of Policy Amount of Insurance Premium
April 7, 2025 at 01:42 PM $1,400,000.00 $3,243.00
1 . The Insured is:

Kevin Simonis and Catie Simonis

2. The estate or interest in the Land insured by this policy is:

A Fee

3. The Title is vested in:

Kevin Simonis and Catie Simonis, husband and wife as community property with right of survivorship

4. The Land is described as follows:

SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF

THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED

END OF SCHEDULE A
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OWNER'S POLICY NO.

F
SSE-6032302864
EXHIBIT "A"
Legal Description
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For APN/Parcel ID(s): 0143-170-100
T

HE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE UNINCORPORATED AREA IN COUNTY OF SOLANO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

BEING A PORTION OF THE SOUTH ONE-HALF OF SECTION 25, TOWNSHIP 6 NORTH, RANGE 1

EAST, MOUNT DIABLO BASE AND MERIDIAN, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHWESTERLY CORNER OF SAID SECTION 25, SAID POINT BEING AT THE INTERSECTION OF HIGHWAY 113 AND MAIN PRAIRIE ROAD; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID SECTION 25, SOUTH 89° 55’ 17” EAST, 1797.95 FEET; THENCE LEAVING SAID SOUTHERLY LINE OF SECTION 25, NORTH 7° 04’ 34” WEST, 2660.55 FEET TO A POINT ON THE NORTH LINE OF THE SOUTH ONE-HALF OF SECTION 25; THENCE WESTERLY ALONG SAID NORTH LINE, NORTH 89° 55’ 26” WEST, 1457.77 FEET TO THE WEST QUARTER CORNER OF SAID SECTION 25; THENCE SOUTHERLY ALONG SAID WEST LINE OF SECTION 25, SOUTH 0° 16’ 12” WEST, 2639.79 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM A 1/3 INTEREST IN AND TO ALL MINERALS, MINERAL DEPOSITS, OIL,

GAS AND OTHER HYDROCARBON SUBSTANCES OF EVERY KIND AND CHARACTER CONTAINED

IN, UNDER OR UPON THE HEREINABOVE DESCRIBED PROPERTY AS EXCEPTED IN THE DEED RECORDED NOVEMBER 15, 1994 AS INSTRUMENT NO. 1994-0099283, SOLANO COUNTY RECORDS.

ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN THE FINAL JUDGMENT IN CONDEMNATION, RECORDED AUGUST 13, 1992 AS INSTRUMENT NO. 1992-00072980, SOLANO COUNTY RECORDS.

ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 12, 1994 AS INSTRUMENT NO. 1994-00082314, SOLANO COUNTY RECORDS.

NOTE: THE ABOVE DESCRIBED PROPERTY IS CONSIDERED TO BE A “NON-BUILDABLE SITE”

DUE TO EXCESSIVE NOISE AS IDENTIFIED IN THE COMPREHENSIVE AIRPORT LAND USE PLAN

FOR TRAVIS AIR FORCE BASE, AS DISCLOSED BY CERTIFICATE OF COMPLIANCE RECORDED SEPTEMBER 29, 1994 AS INSTRUMENT NO. 1994-00087514.

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CHEDULE B

EXCEPTIONS FROM COVERAGE
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Some historical land records contain Discriminatory Covenants that are illegal and unenforceable by law. This policy treats any Discriminatory Covenant in a document referenced in Schedule B as if each Discriminatory Covenant is redacted, repudiated, removed, and not republished or recirculated. Only the remaining provisions of the document are excepted from coverage.

This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of any lease or easement identified in Schedule A, and the following matters:

PART I

1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records.

2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the Land, or (b) asserted by persons or parties in possession of the Land.

3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy.

4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records at Date of Policy.

5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.

6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy.

7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas, uranium, clay, rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception, conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant thereto, whether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B.

END OF SCHEDULE B - PART I
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FIDELITY NATIONAL TITLE INSURANCE COMPANY OWNER'S POLICY NO. FSSE-6032302864 S

CHEDULE B

EXCEPTIONS FROM COVERAGE
(continued)
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PART II
1 . Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2025-2026.

2. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy.

3. All taxes or assessments approved, levied or enacted by the State, County, Municipality, Township or similar taxing authority, which are not yet due and payable, including but not limited to any retroactive increases in taxes or assessments resulting from any retroactive increase in the valuation of the land by the State, County, Municipality, Township, or other taxing authority.

Any possible charges or assessments for water bills, public utilities, code enforcement and sanitary bills which may exist, but have not yet been recorded and/or filed.

4. Taxes and assessments levied by the Main Prairie Water District.

5. Any adverse claim based upon the assertion that:
a. Some portion of said Land has been created by artificial means, or has accreted to such portion so created.
b. Some portion of said Land has been brought within the boundaries thereof by an avulsive movement of Ulatis Creek/Alamo Creek or has been formed by accretion to any such portion.

6. Rights and easements for navigation and fishery which may exist over that portion of said Land lying beneath the waters of Ulatis Creek/Alamo Creek.

7. Any rights in favor of the public which may exist on said Land if said Land or portions thereof are or were at any time used by the public.

8. Water rights, claims or title to water, whether or not disclosed by the public records.

9. Rights of the public in and to that portion of the land lying within any road, street or highway.

Also private easement(s) for ingress, egress and utilities in favor of other owner(s) utilizing any road(s) traversing said property.

10. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to: United States of America
Purpose: Pole line
Recording Date: October 20, 1965
Recording No.: 28768, Book 1364, Page 219, of Official Records Affects: A portion of the premises
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CHEDULE B

EXCEPTIONS FROM COVERAGE
(continued)
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11. Easement(s) for the purpose(s) shown below and ri ghts incidental thereto, as granted in a document:

Granted to: Solano County Flood Control and Water Conservation District Purpose: Water channels
Recording Date: December 13, 1965
Recording No.: 34007, Book 1372, Page 681, of Official Records Affects: The Northerly portion of the premises

12. Covenants and restrictions imposed by a Land Conservation Contract executed pursuant to Section 51200 et seq.

California Government Code (Williamson Act) authorizing the establishment of agricultural preserves. The use of the land within the preserve may be restricted by the contract to agricultural, recreational, open-space, and other approved compatible uses.

Dated: May 5, 1969
Executed by: Arthur J. Brown and Freda L. Brown, his wife and the County of Solano Recording Date: May 13, 1969
Recording No.: 8359, Book 1562, Page 191, of Official Records Affects: The herein described and other property

13. Easement(s) for the purpose(s) shown below and rights incidental thereto as condemned by Final Decree of Condemnation
Superior Court of: Solano
County Case No.: 7481
In favor of: United States of America
Purpose: Right of way
Recording Date:August 13, 1992
Recording No.: 1992-00072980, of Official Records
Affects: The Northwesterly portion of the premises

14. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to: The County of Solano
Purpose: Road right-of-way
Recording Date: August 30, 1994
Recording No.: 1994-00079226, of Official Records
Affects: The Southerly portion of the premises

15. Waiver of any claims for damages to said Land by reason of the location, construction, landscaping or maintenance of the street or highway adjoining said Land, as contained in the deed to County/City/State: State of California
Recording Date: September 12, 1994
Recording No.: 1994-00082314, of Official Records
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CHEDULE B

EXCEPTIONS FROM COVERAGE
(continued)
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16. Matters contained in that certain document
E
ntitled: Certificate of Compliance
Dated: Not shown
Executed by: Jackson Brown, Mary Kathleen Brown and Alan Brown Recording Date: September 29, 1994
Recording No.: 1994-00087514, of Official Records
Reference is hereby made to said document for full particulars.

17. Any rights incidental to the ownership and development of the mineral interest excepted or reserved in the document
Recording Date: November 15, 1994
Recording No.: 1994-00099283, of Official Records
Affects: Said property

18. A deed of trust to secure an indebtedness in the amount shown below, Amount: $1,435,000.00
Dated: March 25, 2025
Trustor/Grantor: Kevin Simonis and Catie Simonis, husband and wife, as to property described in Exhibit “A” and Martin Emigh Limited Partnership, a California Limited Partnership, as to property described in Exhibit “B”
Trustee: AgWest Farm Credit, FLCA
Beneficiary: AgWest Farm Credit, FLCA
Loan No.: 8871322
Recording Date: April 7, 2025
Recording No: 202500015172, Official Records
Affects: The herein described Land and other land.

END OF SCHEDULE B - PART II
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CONDITIONS
1 . DEFINITION OF TERMS
In this policy, the following terms have the meanings given to them below. Any defined term includes both the singular and the plural, as the context requires:
a. "Affiliate": An Entity:
i. that is wholly owned by the Insured;
ii. that wholly owns the Insured; or
iii. if that Entity and the Insured are both wholly owned by the same person or entity. b. "Amount of Insurance": The Amount of Insurance stated in Schedule A, as may be increased by Condition 8.d. or decreased by Condition 10 or 11; or increased or decreased by endorsements to this policy. c. "Date of Policy": The Date of Policy stated in Schedule A. d. "Discriminatory Covenant": Any covenant, condition, restriction, or limitation that is unenforceable under applicable law because it illegally discriminates against a class of individuals based on personal characteristics such as race, color, religion, sex, sexual orientation, gender identity, familial status, disability, national origin, or other legally protected class. e. "Enforcement Notice": A document recorded in the Public Records that describes any part of the Land and:
i. is issued by a governmental agency that identifies a violation or enforcement of a law, ordinance, permit, or governmental regulation; ii. is issued by a holder of the power of eminent domain or a governmental agency that identifies the exercise of a governmental power; or iii. asserts a right to enforce a PACA-PSA Trust.
f. "Entity": A corporation, partnership, trust, limited liability company, or other entity authorized by law to own title to real property in the State where the Land is located.
g. "Insured":
i. (a). The Insured named in Item 1 of Schedule A;
(b). the successor to the Title of an Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;
(c). the successor to the Title of an Insured resulting from dissolution, merger, consolidation, distribution, or reorganization; (d). the successor to the Title of an Insured resulting from its conversion to another kind of Entity; or (e). the grantee of an Insured under a deed or other instrument transferring the Title, if the grantee is:
(1). an Affiliate;
(2). a trustee or beneficiary of a trust created by a written instrument established for estate planning purposes by an Insured; (3). a spouse who receives the Title because of a dissolution of marriage; (4). a transferee by a transfer effective on the death of an Insured as authorized by law; or (5). another Insured named in Item 1 of Schedule A.
ii. The Company reserves all rights and defenses as to any successor or grantee that the Company would have had against any predecessor Insured.
h. "Insured Claimant": An Insured claiming loss or damage arising under this policy. i. "Knowledge" or "Known": Actual knowledge or actual notice, but not constructive notice imparted by the Public Records. j. "Land": The land described in Item 4 of Schedule A and improvements located on that land at the Date of Policy that by State law constitute real property. The term "Land" does not include any property beyond that described in Schedule A, nor any right, title, interest, estate, or easement in any abutting street, road, avenue, alley, lane, right-of-way, body of water, or waterway, but does not modify or limit the extent that a right of access to and from the Land is insured by this policy. k. "Mortgage": A mortgage, deed of trust, trust deed, security deed, or other real property security instrument, including one evidenced by electronic means authorized by law.
l. "PACA-PSA Trust": A trust under the federal Perishable Agricultural Commodities Act or the federal Packers and Stockyards Act or a similar State or federal law.
m. "Public Records": The recording or filing system established under State statutes in effect at the Date of Policy under which a document must be recorded or filed to impart constructive notice of matters relating to the Title to a purchaser for value without Knowledge. The term "Public Records" does not include any other recording or filing system, including any pertaining to environmental remediation or protection, planning, permitting, zoning, licensing, building, health, public safety, or national security matters. n. "State": The state or commonwealth of the United States within whose exterior boundaries the Land is located. The term "State" also includes the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands, and Guam. o. "Title": The estate or interest in the Land identified in Item 2 of Schedule A. p. "Unmarketable Title": The Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or a lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF COVERAGE
This policy continues as of the Date of Policy in favor of an Insured, so long as the Insured:
a. retains an estate or interest in the Land;
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b. owns an obligation secured by a purchase money Mortg age given by a purchaser from the Insured; or c. has liability for warranties given by the Insured in any transfer or conveyance of the Insured's Title.

Except as provided in Condition 2, this policy terminates and ceases to have any further force or effect after the Insured conveys the Title. This policy does not continue in force or effect in favor of any person or entity that is not the Insured and acquires the Title or an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured must notify the Company promptly in writing if the Insured has Knowledge of:
a. any litigation or other matter for which the Company may be liable under this policy; or b. any rejection of the Title as Unmarketable Title.

If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under this policy is reduced to the extent of the prejudice.

4. PROOF OF LOSS
The Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy that constitutes the basis of loss or damage and must state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS
a. Upon written request by the Insured and subject to the options contained in Condition 7, the Company, at its own cost and without unreasonable delay, will provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company has the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those covered causes of action. The Company is not liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of any cause of action that alleges matters not insured against by this policy.
b. The Company has the right, in addition to the options contained in Condition 7, at its own cost, to institute and prosecute any action or proceeding or to do any other act that, in its opinion, may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it is liable to the Insured. The Company's exercise of these rights is not an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under Condition 5.b., it must do so diligently. c. When the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court having jurisdiction. The Company reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE
a. When this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured will secure to the Company the right to prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose.

When requested by the Company, the Insured, at the Company's expense, must give the Company all reasonable aid in:
i. securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement; and ii. any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter, as insured.

If the Company is prejudiced by any failure of the Insured to furnish the required cooperation, the Company's liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation, regarding the matter requiring such cooperation.
b. The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos, whether bearing a date before or after the Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant must grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all the records in the custody or control of a third party that reasonably pertain to the loss or damage. No information designated in writing as confidential by the Insured Claimant provided to the Company pursuant to Condition 6 will be later disclosed to others unless, in the reasonable judgment of the Company, disclosure is necessary in the administration of the claim or required by law. Any failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in Condition 6.b., unless prohibited by law, terminates any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company has the following additional options:
a. To Pay or Tender Payment of the Amount of Insurance
To pay or tender payment of the Amount of Insurance under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay.

Upon the exercise by the Company of this option provided for in Condition 7.a., the Company's liability and obligations to the Insured under this policy terminate, including any obligation to defend, prosecute, or continue any litigation.

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b. T o Pay or Otherwise Settle with Parties other than the Insured or with the Insured Claimant i. To pay or otherwise settle with parties other than the Insured for or in the name of the Insured Claimant. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or
ii. To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either option provided for in Condition 7.b., the Company's liability and obligations to the Insured under this policy for the claimed loss or damage terminate, including any obligation to defend, prosecute, or continue any litigation.

8. CONTRACT OF INDEMNITY; DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by an Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. This policy is not an abstract of the Title, report of the condition of the Title, legal opinion, opinion of the Title, or other representation of the status of the Title. All claims asserted under this policy are based in contract and are restricted to the terms and provisions of this policy. The Company is not liable for any claim alleging negligence or negligent misrepresentation arising from or in connection with this policy or the determination of the insurability of the Title. a. The extent of liability of the Company for loss or damage under this policy does not exceed the lesser of:
i. the Amount of Insurance; or
ii. the difference between the fair market value of the Title, as insured, and the fair market value of the Title subject to the matter insured against by this policy.
b. Except as provided in Condition 8.c. or 8.d., the fair market value of the Title in Condition 8.a.ii. is calculated using the date the Insured discovers the defect, lien, encumbrance, adverse claim, or other matter insured against by this policy. c. If, at the Date of Policy, the Title to all of the Land is void by reason of a matter insured against by this policy, then the Insured Claimant may, by written notice given to the Company, elect to use the Date of Policy as the date for calculating the fair market value of the Title in Condition 8.a.ii.
d. If the Company pursues its rights under Condition 5.b. and is unsuccessful in establishing the Title, as insured:
i. the Amount of Insurance will be increased by Fifteen Percent (15%); and ii. the Insured Claimant may, by written notice given to the Company, elect, as an alternative to the dates set forth in Condition 8.b. or, if it applies, 8.c., to use either the date the settlement, action, proceeding, or other act described in Condition 5.b. is concluded or the date the notice of claim required by Condition 3 is received by the Company as the date for calculating the fair market value of the Title in Condition 8.a.ii.
e. In addition to the extent of liability for loss or damage under Conditions 8.a. and 8.d., the Company will also pay the costs, attorneys' fees, and expenses incurred in accordance with Conditions 5 and 7.

9. LIMITATION OF LIABILITY
a. The Company fully performs its obligations and is not liable for any loss or damage caused to the Insured if the Company accomplishes any of the following in a reasonable manner:
i. removes the alleged defect, lien, encumbrance, adverse claim, or other matter; ii. cures the lack of a right of access to and from the Land; or iii. cures the claim of Unmarketable Title,
all as insured. The Company may do so by any method, including litigation and the completion of any appeals. b. The Company is not liable for loss or damage arising out of any litigation, including litigation by the Company or with the Company's consent, until a State or federal court having jurisdiction makes a final, non-appealable determination adverse to the Title. c. The Company is not liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.
d. The Company is not liable for the content of the Transaction Identification Data, if any.

10. REDUCTION OR TERMINATION OF INSURANCE
All payments under this policy, except payments made for costs, attorneys' fees, and expenses, reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE
The Amount of Insurance will be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after the Date of Policy and which is a charge or lien on the Title, and the amount so paid will be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS
When liability and the extent of loss or damage are determined in accordance with the Conditions, the Company will pay the loss or damage within thirty (30) days.

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13. COMPANY'S RECOVERY AND SUBROGATION RIGHTS UPON SE TTLEMENT AND PAYMENT a. If the Company settles and pays a claim under this policy, it is subrogated and entitled to the rights and remedies of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person, entity, or property to the fullest extent permitted by law, but limited to the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant must execute documents to transfer these rights and remedies to the Company. The Insured Claimant permits the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. b. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company defers the exercise of its subrogation right until after the Insured Claimant fully recovers its loss. c. The Company's subrogation right includes the Insured's rights to indemnity, guaranty, warranty, insurance policy, or bond, despite any provision in those instruments that addresses recovery or subrogation rights.

14. POLICY ENTIRE CONTRACT
a. This policy together with all endorsements, if any, issued by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy will be construed as a whole. This policy and any endorsement to this policy may be evidenced by electronic means authorized by law. b. Any amendment of this policy must be by a written endorsement issued by the Company. To the extent any term or provision of an endorsement is inconsistent with any term or provision of this policy, the term or provision of the endorsement controls. Unless the endorsement expressly states, it does not:
i. modify any prior endorsement,
ii. extend the Date of Policy,
iii. insure against loss or damage exceeding the Amount of Insurance, or iv. increase the Amount of Insurance.

15. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, this policy will be deemed not to include that provision or the part held to be invalid, but all other provisions will remain in full force and effect.

16. CHOICE OF LAW AND CHOICE OF FORUM
a. Choice of Law
The Company has underwritten the risks covered by this policy and determined the premium charged in reliance upon the State law affecting interests in real property and the State law applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the State where the Land is located.

The State law of the State where the Land is located, or to the extent it controls, federal law, will determine the validity of claims against the Title and the interpretation and enforcement of the terms of this policy, without regard to conflicts of law principles to determine the applicable law.
b. Choice of Forum
Any litigation or other proceeding brought by the Insured against the Company must be filed only in a State or federal court having jurisdiction.

17. NOTICES
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at:

Fidelity National Title Insurance Company
P.O. Box 45023
Jacksonville, FL 32232-5023
Attn: Claims Department

18. CLASS ACTION

ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS POLICY, INCLUDING ANY SERVICE OR OTHER MATTER IN

CONNECTION WITH ISSUING THIS POLICY, ANY BREACH OF A POLICY PROVISION, OR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THE TRANSACTION GIVING RISE TO THIS POLICY, MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY. NO PARTY

MAY SERVE AS PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

19. ARBITRATION
a. All claims and disputes arising out of or relating to this policy, including any service or other matter in connection with issuing this policy, any breach of a policy provision, or any other claim or dispute arising out of or relating to the transaction giving rise to this policy, may be resolved by arbitration. If the Amount of Insurance is Two Million and No/100 Dollars ($2,000,000) or less, any claim or dispute may be submitted to binding arbitration at the election of either the Company or the Insured. If the Amount of Insurance is greater than Two Million and No/100 Dollars ($2,000,000), any claim or dispute may be submitted to binding arbitration only when agreed to by both the Company and the Insured.

Arbitration must be conducted pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("ALTA Rules"). The ALTA Rules are available online at www.alta.org/arbitration . The ALTA Rules incorporate, as appropriate to a p articular dispute, the Consumer Arbitration Rules and Commercial Arbitration Rules of the American Arbitration Association ("AAA Rules"). The AAA Rules are available online at www.adr.org.

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b. ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN AN INDI VIDUAL CAPACITY. NO PARTY MAY SERVE AS PLAINTIFF, CLASS

MEMBER, OR PARTICIPANT IN ANY CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING IN ANY ARBITRATION GOVERNED BY CONDITION 19. The arbitrator does not have authority to conduct any class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstance. c. If there is a final judicial determination that a request for particular relief cannot be arbitrated in accordance with this Condition 19, then only that request for particular relief may be brought in court. All other requests for relief remain subject to this Condition 19. d. Fees will be allocated in accordance with the applicable AAA Rules. The results of arbitration will be binding upon the parties. The arbitrator may consider, but is not bound by, rulings in prior arbitrations involving different parties. The arbitrator is bound by rulings in prior arbitrations involving the same parties to the extent required by law. The arbitrator must issue a written decision sufficient to explain the findings and conclusions on which the award is based. Judgment upon the award rendered by the arbitrator may be entered in any State or federal court having jurisdiction.

END OF CONDITIONS
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Appendix: Reconciliation with appraisal guidelines of the Department of General Services 157 House Agricultural Consultants
15 Appendix: Reconciliationwithappraisalguide-
lines of the Department of General Services
In conducting this appraisal, we have referenced the current appraisal guidelines of the California Department of General Services (DGS).57 We have referenced these guidelines as they are a typical point of reference for an appraisal of a conservation easement, although this appraisal has not been written with DGS as an intended user.

The numbered items that follow state the page number within this report responsive to the corresponding numbered paragraph of the DGS document.
1) Page 1. Title page with suﬃcient identiﬁcation of appraisal project. 2) Page 9. Letter of transmittal summarizing important assumptions and conclusions, value estimate, date of value, date of report, etc.
3) Page 3. Table of contents.
4) Pages 13 and 93. Assumptions and limiting Conditions. 5) Page 50. Description of the scope of work, including the extent of data collection and limitations, if any, in obtaining and analyzing relevant data. 6) Page 54. Deﬁnition of “fair market value”, as deﬁned by California Code of Civil Procedures, section 1263.320.
7) Photographs of subject property are found in numerous ﬁgures throughout the report. Details of the comparable properties, see page 85.
8) “Copies of Assessor’s plat maps with the subject parcels marked” etc. See page 142 for reproduction of the title report that we have reviewed for this appraisal, which reproduces the plat maps of the existing assessor’s parcels that contain the subject’s land, marking the subject parcels and depicting the assemblage of all contiguous assessor’s parcels of the existing ownership. See page 17 for discussion and informal maps depicting the subject. 9) Legal description, if available. See discussion on page 17 and the title report, page 142. 10) “For large, remote, or inaccessible parcels, provide aerial photographs or topographical maps depicting the subject boundaries.” Figure 18, etc., page 18. 11) Page 27. “Three-year subject property history” etc. 12) Page 27. Discussion of any current agreement of sale, option, or listing of subject property. 13) Page 19. Regional, area, and neighborhood analyses. 14) Pages 41, 47, and 47. “Market conditions and trends” etc. 15) Pages 29 (physical characteristics) and 34 (legal characteristics). “Discussion of subject land/site characteristics” etc. Leases, see page 37.
16) Page 32. Description of subject improvements, etc.
17) Leases and operating costs. The subject’s actual operating costs are not applicable as the subject is not leased and being recently purchased, has no substantial operating history under current ownership.and land use We have, however, projected the subject’s future income in this appraisal. See page 68 for discussion.
18) Page 47. “Opinion of highest and best use for the subject property” including the four tests.
19) Page 52. All approaches to market value” etc.
20) Sales maps are in multiple ﬁgures within the valuation starting on page 56. 21) Page 56. Figures of comparable properties.

Retrieved March 2025 from⟨https://www.dgs.ca.gov/⟩. TheDepartment of General Services (DGS) Appraisal Speciﬁca-57 tions document states that it was revised January 1, 2008.

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22) Page 77 in the concluding discussion of the valuation weighs the reliability and credibility of the data relating to the indicated value.
23) Page 85. Comparable-sale data sheets.
24) “Discussion of construction cost methodology” etc. We considered brieﬂy discussing costing methodology within the valuation at the appropriate level of detail for this valuation, determining that such a discussion would not be germane to the intended use of this appraisal. Construction-cost data do not contribute mathematically to the result of this appraisal’s before-and-after method of valuing the subject conservation easement as the improvements present on the subject property are outside the easement area. Furthermore, as a part of the whole subject property, they have the same economic utility (are not more or less depreciated) both with and without the subject easement, as they will exist unchanged with the same contributory utility to the subject’s highest and best use after the easement as they do now before the easement. Thus, if we had analyzed the contributory value of the subject’s improvements in this before-and-after appraisal, the mathematically same contributory value of the improvements that would be added to the before-condition’s cost approach would be also added to the after-condition’s cost approach and the two identical contributory values would mathematically cancel each other in the before-and-after equation.

Therefore, to avoid unnecessary complexity in this appraisal’s analysis, which would not shed additional light on the fair market value of the subject easement, we have forgone a discussion of the improvements’ contributory values in this appraisal. 25) “Copies of construction cost data . . . and supporting calculations” etc. See page 87 in the appendices. Calculations are included within the valuation. See number 24 for why such support data are included as formality of method, only, and have not aﬀected the ultimate results of this valuation of a conservation easement.
26) Not applicable as this is not a taking.
27) “Include a copy of a recent preliminary title report” etc. Page 142 reproduces the title report that we have reviewed for this appraisal. Page 37 discusses the title exceptions listed in the title report. This appraisal is contingent on the assumption that no additional title exceptions will be created by the transaction contemplated herein, other than the conservation easement itself. 28) Page 39. Implied-dedication statement.
29) Page 77. Reconciliation and ﬁnal value estimate.
30) Page 81. Signed certiﬁcation consistent with language found in USPAP. 31) Not applicable as the subject is not a telecommunication site. 32) “On occasions where properties involve personal property, business interests, water rights, minerals, or merchantable timber separate valuations may be necessary.” This appraisal considers all such special rights of the subject property as appurtenant to the whole within its analyses of sales comparison. We have not separately valued such rights or opined any allocation of the their contributory value, as such requests are not included within the scope of this appraisal assignment.

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16 Appraisers’ qualiﬁcations

16.1 Qualiﬁcations of Gregory A. House
Agricultural Consultant · Agronomist · Professional Farm Manager · Rural Appraiser · Farmer.

Experience:—
– Agricultural consultant, 1983–present—House Agricultural Consultants, providing agricultural- science, economics, management, and appraisal services. – Farmer, 1987–present.—Growing organic apples, peaches, cherries, apricots, ﬁeld and seed crops.
– Corporation secretary and consulting agronomist, 1977–1983—Hannesson, Riddle & Asso- ciates, Inc.

Professional aﬃliations:—
– American Society of Farm Managers & Rural Appraisers
– American Society of Agronomy
– Crop Science Society of America
– Soil Science Society of America
– California Certiﬁed Organic Farmers
– California Farm Bureau.

Accreditations:—
– Accredited Farm Manager (AFM), American Society of Farm Managers & Rural Appraisers, certiﬁcate no. 501
– Certiﬁed Professional Agronomist (CPAg), American Registry of Certiﬁed Professionals in Agronomy, Crops. & Soils, Ltd., certiﬁcate no. 2319
– Certiﬁed Crop Advisor (CCA), American Registry of Certiﬁed Professionals in Agronomy, Crops. & Soils, Ltd.
– Accredited Rural Appraiser (ARA), American Society of Farm Managers & Rural Appraisers, certiﬁcate no. 749
N.B.—These credentials have continuing-education requirements with which I am in compli- ance.

Education:—
– B.S., Crop Ecology, University of California, Davis, 1975, with Honors – Numerous courses from the University of California Extension in agricultural economics, crop management, real estate, & hazardous waste management
– Cornell University Certiﬁcate Program, Implementing Good Agricultural Practices: A Key to Produce Safety
– Courses of the American Society of Farm Managers & Rural Appraisers: Principles of Rural Appraisal · Advanced Rural Appraisal · Eminent Domain · Report Writing School · Economics of Farm Management · Principles of Farm Management · Standards and Ethics · Permanent Plantings Seminar · Standards and Ethics for Farm Managers · ASFMRA Code of Ethics National Uniform Standards of Professional Appraisal Practice Courses of the Appraisal Insti- tute: Basic Valuation Procedures · Real Estate Statistics and Valuation Modeling · Advanced Income Capitalization · Valuation of Conservation Easements Certiﬁcate Program · Condemna- tion Appraising: Principles and Applications · Appraising the Appraisal · How Tenants Create or Destroy Value: Leasehold Valuation and Its Impact on Value.

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160 KC Farming Conservation Easement, Central Solano County House Agricultural Consultants
Expert-witness court testimony:—
– Superior Court Qualiﬁed Expert Witness in the following California counties: Alameda, Co- lusa, Kern, Fresno, Madera, Merced, Monterey, Orange, Riverside, San Joaquin, San Luis Obispo, Santa Barbara, Santa Cruz, Solano, Sonoma, Sutter, Ventura, Yolo – United States Tax Court qualiﬁed expert witness
– United States Bankruptcy Court qualiﬁed expert witness.

A comprehensive listing of Mr. House’s depositions and trial appearances is available upon request. The list currently numbers seventy-two matters in which Mr. House gave sworn testimony (either deposition, trial or hearing appearance, or both), including thirty-two trial appearances.

Awards:—
– CCOF Presidential Award, California Certiﬁed Organic Farmers, February, 2001 – Meritorious Service in Communications, American Society of Farm Managers & Rural Ap- praisers, November 2004
– H.E. Buck Stalcup Excellence in Education Award, American Society of Farm Managers & Rural Appraisers, October, 2011.

Appointments & activities:—
– Adjunct Lecturer, University of California, Davis, Department of Agricultural & Resource Economics, current; Courses ARE 140 Farm Management; ARE 145 Appraisal of Farms & Rural Resources, 2015–2021.
– Instructor, “Principles of Farm Management”, an Internet course of the American Society of Farm Managers & Rural Appraisers, 1996–2007.
– President, California Chapter American Society of Farm Managers & Rural Appraisers 1994– 1995; Secretary–Treasurer, 1984–1990.
– Board of Directors, Yolo Land Trust, 1993–2001.
– Board of Directors, American Red Cross, Yolo County Chapter 1987–1989. – Member, Yolo County Right to Farm Grievance Committee 1992–1995. – Vice Chairman, Management Education Committee, American Society of Farm Managers & Rural Appraisers, 1998–2000 (committee member since 1986). – Yolo County LAFCo Agricultural Forum LESA subcommittee, 1999. – California Certiﬁed Organic Farmers: Treasurer of the Board of Directors, 1998–2003; Exec- utive Director, 1999–2000; Member of the Finance Committee, 1998–current. – CCOF Foundation Going Organic Program, Management Team member, 2006–2012. – USDA Organic Grant Panel member, Washington, DC, 2002. – City of Davis Open Space and Habitat Commission, 2006–2016, Chairman, 2007–2009. – Member, Fruit Orchard Technical Advisory Group, Filoli Gardens, Woodside, California. – Member, Organic and Sustainable Agriculture Program Steering Committee, University of California Cooperative Extension, Yolo and Solano Counties, California, 2008–2013. – Member, Solano County Right to Farm Grievance Committee 2022–present.

Speaking engagements:—
– Guest lecturer, University of Florida at Gainesville–Vegetable Crops Department. Seminar on transition to organic agriculture, November 1994.
– Featured program speaker, 1995 annual Eco-Farm Conference. Lecture on economics of organic-apple production, Asilomar, California, 1995.
– Guest speaker, multiple events of Community Alliance with Family Farmers. Presentations on farm management and agricultural economics, 1996 and 1997. – Instructor, American Society of Farm Managers & Rural Appraisers. Course “M-12”, Stan- dards and Ethics for Professional Farm Managers, March 1997.

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House Agricultural Consultants
– Guest speaker, American Horticultural Society. Lecture entitledChallenges of Organic Stone Fruit Production, Sacramento, California, July 2001.
– Organizer and presenter, Going Organic Kickoﬀ Meetings. A program of California Certiﬁed Organic Farmers, November 2005 and December 2006.
– Master of ceremonies, annual meeting of California Certiﬁed Organic Farmers. Sacramento, California, February 2006.
– Featured program speaker, 2012 annual Eco-Farm Conference. Lecture entitled Imitating Natural Systems: Towards an Indigenous Agro-forestry, Asilomar, California, 2012. – Seminar presentation, American Society of Farm Managers & Rural Appraisers. Rapid Fire Seminar: What Makes for Comparable Sales in Condemnation Appraisal—Reno, Nevada, October 2013.
– Featured program speaker, 2014 annual Eco-Farm Conference. Lecture entitled Food Safety Regulatory Compliance in Fruit Orchards, Asilomar, California, 2014.

Publications:—
– Principles of Farm Management, course “M-10”, a forty-hour professional-credit online edu- cational oﬀering of the American Society of Farm Managers & Rural Appraisers. – Conservation Issues in Agriculture, a unit of course “M-25”, a ﬁfteen-hour professional-credit online educational oﬀering of the American Society of Farm Managers & Rural Appraisers. – A Primer on Organic Agriculture, an article in 2006 Trends in Agricultural Land and Lease Values, a publication of the California Chapter of the American Society of Farm Managers & Rural Appraisers.
– Case Study: Using Indigenous Agroforestry Management Techniques to Support Sustainability in Production Agriculture, a paper-poster presented at Harlan II, An International Symposium on Biodiversity in Agriculture: Domestication, Evolution and Sustainability , September 14–18, 2008, University of California–Davis.

16.2 Qualiﬁcations of Henry House
Agricultural Economist · Agricultural Consultant · Licensed Appraiser · Farmer.

Summary of professional expertise:—
– California appraiser’s license number AG-3010876 (Certiﬁed General Appraiser). This is the highest level of licensing for a real-estate appraiser and additionally qualiﬁes Mr. House to value business interests, intellectual property, and other specialized assets and to opine on appraisals by others (the service of appraisal review).
– Agricultural economics and lost proﬁts.
– Value of lost crops, emblements, and foodstuﬀ inventory. – Farm management: good farming practices in orchards, such as almonds and walnuts, row crops.
– Livestock management: carrying capacity of land, range management, standard of care for grazing animals, fencing.
– Right-to-farm issues, e.g., vehicle–agriculture, vehicle–livestock conﬂicts in agricultural dis- tricts, feasibility of agriculture on urban-proximate lands. – Appraisal: valuation in disputes concerning real property, valuation of agricultural and rural land, valuation of valuation of agricultural personal property (e.g., chattel), valuation of agricultural-commercial facilities (e.g., aquaculture), valuation of development rights, assessed- value analysis for assessment appeal.
– Condemnation: valuation services for this appraisal specialty, including severance damages, in support of eminent-domain litigation.

Item 11.a
162 KC Farming Conservation Easement, Central Solano County House Agricultural Consultants
– Conservation projects: Mr. House has assisted numerous land trusts in establishing con- servation easements, including The Nature Conservancy, Yolo Land Trust, Solano Land Trust, Agricultural-Natural Resources Trust, River Partners, and Sutter Buttes Regional Land Trust. – Management evaluation of commercial equestrian facilities. – Management of rural-residential property.
– Statistical analysis, geographic-information-system (GIS) analysis, and software engineering (analytics).
– Expert services to litigation on the foregoing with deposition and trial-testimony experience; partial list of matters below. Qualiﬁed expert in the counties of Butte, Colusa, Kern, and Riverside.

Representative recent matters in which Mr. Henry House was retained by counsel as a forensic expert:—
County of Sacramento, September 2025.—Topic: farming standard of care · agricultural dust · walnuts. Gerald Larson, et al. v. Robert Larson, et al. (Sacramento County case no. 34- 2021-00294930, consolidated with 34-2021-00311331 and 34-2022-00327390). An auto-accident case wherein dust allegedly originating from the defendants’ walnut orchard obscured visibility on a public road, contributing to an accident with multiple vehicles involved. Mr. House was retained and designated to review the location of the incident, the crops and nature of agriculture in the area, and the standard of care used by the farming defendants, reasonableness of their actions, and their process for conducting agricultural operations, opining on the same and in rebuttal of other experts.

County of Wake, State of North Carolina, November 2024.—Topic: farm management, stan- dard of care for labor contracting.Carlos Moreno, et al. v. Florida Orange Gold, LLC, José Javier Gutierrez, Gilberto Gutierrez, and Howell Farming Co., Inc. Mr. House was retained and desig- nated for expertise on the client’s standard of care in hiring contract labor in Wayne County, North Carolina. Plaintiﬀ Moreno suﬀered a workplace injury, alleged to have been caused by heat sickness, while weeding watermelons as a contract laborer (as an employee of Florida Orange Gold) on the farmland of client Howell Farming Co. (defendant); the plaintiﬀs’ cause of action against Howell was negligence. Mr. House opined on several controverted factual elements of the allegation of neg- ligence, including the division of responsibility for workers’ safety between farm-labor contractor (employer) and farmer hiring contract labor (nonemployer owner of the crop and possessor of the farmland), customary and accepted practices to manage risk of heat illness from hot weather, and whether summertime weeding in eastern North Carolina meets the characteristics of an “inherently dangerous activity” as deﬁned by North Carolina law.

Federal venue, August 2024.—Topic: farm management, real-property rights. A federal-court matter, involving appraisal and farm-management expertise, which is conﬁdential per our agree- ment with the client. This matter was venued in a federal district of California.

County of Sacramento, July 2024.—Topic: real-estate costs to cure · appraisal · conspiracy.— Robert Williams and Christina Williams v. Dynamic Asset Solutions, LLC, Prato Real Estate, Inc., Bricker Construction, Inc., and Finley Home Services, Inc., et al.. Mr. House was retained by Williams and opined in deposition on the fair market value of the subject property, a luxury home, in as-sold condition, its fair market value as if it had not suﬀered from damage discovered by buyer, and the market cost of repairs. Additional details on this matter are found in Mr. House’s separately provided testimony list.

County of Los Angeles, March 2024.—Topic: real-estate appraisal.JP’s Nevada Trust v. 2Bulls Conservation Ventures et al.Mr. House was retained by JP’s Nevada Trust and opined on valuation methodology and opined the fair market value of three ranch properties at the times of three controverted transactions in service of the plaintiﬀ in a dispute in which the buyer (plaintiﬀ) Item 11.a
Appraisers’ qualiﬁcations 163
House Agricultural Consultants
alleged conspiracy to defraud and a pattern of racketeering activity in violation of 19 U.S.C. § 1962(c), the Racketeer Inﬂuenced and Corrupt Organizations Act (RICO). Additional details on this matter are found in Mr. House’s separately provided testimony list.

County of Nevada, November 2023.—Topic: lost proﬁts. Andrew Hainsworth, et al. v. Paciﬁc Gas & Electric Company. A ﬁre loss on a property in Rough and Ready. Mr. House was retained by Hainsworth and subsequently opined written ﬁndings regarding the plaintiﬀ’s lost proﬁts from licensed Cannabis production in rural Nevada County, including an opinion on the market value of Nevada County-grownCannabis relative to the market in aggregate.

County of Franklin, State of Washington, September 2023–June 2024.—Topic: real-estate ap- praisal. Ice Harbor Properties, LLC and Certain Underwriters Subscribing to Certiﬁcate No. XLS0342717 v. Agri Control Technologies, Inc. d.b.a. BTU Ventilation and Parrish Stakkeland (case no. 20-2- 50118-11, Superior Court of the State of Washington, County of Franklin). A dispute over the compensation due by the defendants for the ﬁre loss of the plaintiﬀ’s real property, a warehouse specialized for climate-controlled bulk storage of potatoes and onions. The plaintiﬀs retained and designated Mr. House as a rebuttal witness to opine on the fair market value of the lost building, the market for similar buildings, and other experts’ opinions.

County of Tulare, July 2023.—Topic: livestock economics, real-estate appraisal. Jones, et al. v. Pleasant Valley Canal Company, et al. (Tulare County Superior Court case no. VCU274417).

A dispute over a cattle-ranching and hay-growing operation which the plaintiﬀs alleged had been damaged by the operation of a canal crossing the plaintiﬀs’ property. The scope for which Mr. House was retained and designated by the defendants included analyzing the plaintiﬀs’ alleged diminution of value of real estate, analyzing the plaintiﬀs’ alleged economic loss from death of cattle, and opining on the water company’s standard of care in maintenance of its canal. Additionally, I assisted retaining counsel to engage an expert in veterinary pathology.

County of Yolo, March 2023–current.—Topic: real-estate appraisal in condemnation. The Peo- ple of the State of California, acting by and through the Sacramento and San Joaquin Drainage Dis- trict v. Conaway Preservation Group, LLC, et al.. A matter of eminent domain (Code Civ. Proc., § 1250.310) regarding farmland in Yolo County. Mr. House has provided appraisal and valuation services to assist Conaway Preservation Group, LLC, in the defense of its interests in this taking.

A trial is anticipated the summer of 2025.

County of Minidoka, State of Idaho, March–August 2023.—Topic: standard of care for livestock fencing. Michael O. Ottley v. Hanssen et al. (case no. CV34-21-00168, District Court of the Fifth Judicial District of the State of Idaho, in and for the County of Minidoka). An auto-accident case wherein the defendants’ cattle had escaped onto a public road and been struck by the plaintiﬀ in rural Minidoka County, Idaho. The defendants retained and designated Mr. House to analyze the defendants’ standard of care in managing the cattle, to opine on the quality of the defendants’ fencing in comparison to locally accepted standards of adequacy, and for rebuttal of the plaintiﬀ’s fencing expert.

County of Imperial, November 2022–February 2024.—Topic: agricultural economics · hay.

Freddi Abatti et al. v. James Davis, et al. (Imperial County Superior Court case no. ECU002597).

The defendants retained and designated Mr. House to evaluate the lost proﬁts in hay crops in Imperial County resulting from a ﬁre.

County of Merced, September 2022–January 2024.—Topic: agricultural economics · lost proﬁts · almonds. Athwal Investments et al. v. San Luis Pump Co. et al.(case no. 20CV03787). A matter of almond trees in Merced County allegedly damaged consequent to lack of irrigation water. Scope included analysis of the economic lost proﬁts from orchard trees lost and replanted as well as from lost yield in service of two defendants.

See also.—Mr. House’s separately provided list of testimonies lists additional matters.

Partial list of management-consulting assignments:—
Item 11.a
164 KC Farming Conservation Easement, Central Solano County House Agricultural Consultants
– Numerous consulting assignments for Leland Stanford Junior University on the management of its agricultural lands, which feature cattle, horses, and vegetable crops. Topics addressed have included livestock standard of care, carrying capacity of lands, safety of animals, safety of structures, and management of drainage and water quality.
– Consulting farm management for John and Marie Cronin Trust B, a landowner near Rio Vista, California. Lands were utilized for cattle grazing. – Numerous appraisal assignments of farmland and rangeland properties utilized for crops and livestock (cattle, sheep, and aquaculture).
– A list of additional management-consulting clients served available on request.

Experience:—
Agricultural consultant, appraiser, consulting agricultural economist.— House Agricultural Con- sultants, providing agricultural science, economics, management, and appraisal services. 2000– present.

Farmer.— Coco Ranch, a family farm growing organic apples, peaches, cherries, and ﬁeld crops and raising sheep, poultry, and goats. 2000–present.

Education:—
– B.S., “Natural History”, University of California, Davis, 1999, with Honors. Coursework in agronomy, botany, ecology, entomology, geology, hydrology, nematology, plant pathology, soil biology, sustainable agriculture, statistics, and wildlife biology. – Numerous courses of the American Society of Farm Managers & Rural Appraisers (ASFMRA) regarding farm management, agricultural consulting, and appraisal. Recently completed:Livestock Ranch Seminar (February 15, 2024) andAppraisal of Water Rights Seminar(March 8, 2024), both in ASFMRA’s appraisal-education series.
– Numerous courses of the Appraisal Institute regarding real-estate appraisal. – Courses from Savory Institute regarding livestock management.

Appointments & activities:—
– Member, Solano County Farm Bureau.
– Member, American Society of Farm Managers & Rural Appraisers. – Board of Directors, Davis Media Access, Davis, California, 2014–2017. – Board of Directors, Davis Farmers Market Association, 2001–2003. – Assistant instructor, “Principles of Farm Management”, course M-10, an Internet course of the American Society of Farm Managers & Rural Appraisers, 1999–2003. – Course proctor, “M-25: Enhanced Client Services”, an Internet course of the American Society of Farm Managers & Rural Appraisers, 1999–2003.

Publications & speaking engagements:—
– Lecturer/instructor, “Farm Management”, course ARE 140, and “Appraisal of Farms & Rural Resources”, course ARE 145, University of California–Davis, 2015–2021. – Principles of Farm Management, Course M-10, a 40-hour professional credit Internet educa- tional oﬀering of the American Society of Farm Managers & Rural Appraisers – Educational speaker at the annual meeting of the California Chapter of the American Society of Farm Managers & Rural Appraisers, November 19, 2021, Coalinga, California. Topic: valuation of conservation easements.

Item 11.a
Levine Act Disclosure Statement -1-
Rev. 11.25

**COMPLETE & RETURN THIS PAGE**

CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT

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 applicatio n, 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?

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.)
Item 11.a
Levine Act Disclosure Statement -2-
Rev. 11.25

☐ YES ☐ NO

If YES, please identify the person(s) or agent(s) making the contribution:

______________________________________________________________________________

If YES, please identify the City officer receiving the contribution:

______________________________________________________________________________

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?

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 ☐ NO

If YES, please identify the person(s) or agent(s) making the contribution:

______________________________________________________________________________

If YES, please identify the City officer receiving the contribution:

______________________________________________________________________________

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:

Print Name:

Title:

Company:
7-23-26
Matt Kowta
Managing Principal
BAE Urban Economics, Inc.

Item 11.a
Levine Act Disclosure Statement -1-
Rev. 11.25
*
*COMPLETE & RETURN THIS PAGE**
CA

LIFORNIA LEVINE ACT DISCLOSURE STATEMENT
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.

C
ity 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.

I
f 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 applicatio n, awarding your contract, or granting your entitlement. It only prevents that specific officer from participating.

Y
ou 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.

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

F
or 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.

SCLOSURE QUESTIONS

1. H
ave 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.)
Item 11.a
Levine Act Disclosure Statement -2-
Rev. 11.25
☐ YES ☐X NO
I
f YES, please identify the person(s) or agent(s) making the contribution:
______________________________________________________________________________ If YES, please identify the City officer receiving the contribution:
______________________________________________________________________________

2. D
o 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
I
f YES, please identify the person(s) or agent(s) making the contribution:
______________________________________________________________________________ If YES, please identify the City officer receiving the contribution:
______________________________________________________________________________

A
nswering 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.

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

Signature: Date Signed:

Print Name:

Title:

Company:
07-23-2026
Tracy Ellison
Chief Programs Officer
Solano Land Trust
Item 11.a
Land
connects us all – protecting it today, saving it for tomorrow Get I
nvolved! Learn more – join us – donate – land connects us all 198 Dobbins Street, Suite A, Vacaville, CA 95688 ● 707-432-0150 ● solanolandtrust.org ● Original art by Don Birrell Boar
d Members
Officers
Jennifer Leonard
President
Steve Pressley
Immediate Past President
Mary Burzak
Vice President
Aldo Jordan
Treasurer
Carolyn West
Secretary
Directors
Bruce Brazelton
Lorraine Fernandez
Jessie Hernandez
Kristina Kaunzinger
Jaymee Marty
Roger Merrill
Jeanne Scherer-Kluge
Wanda Williams
July 13, 2026
To Whom
It May Concern:

The unde
rsigned hereby gives Tracy Ellison, Chief Programs Officer (CPO) for Solano Land Trust, the authority to sign for Nicole Braddock, Chief Executive Officer (CEO) of Solano Land Trust, as acting CEO from July 22, 2026 through August 7, 2025 while the CEO is out of the office.

Tra
cy has the authority to sign any and all routine documents related to projects and agreements approved by the Board of Solano Land Trust. Additionally, Tracy has the authority to negotiate and execute contracts at the same level that the CEO would typically administer. Tracy is authorized to sign checks.

Tra
cy will sign using her signature and title, specifying “for Nicole Braddock, CEO” and will attach a copy of this notice to all such signed documents. Tracy will also provide the CEO, upon her return, with a copy of all documents signed in her name.

Thank you,

Jennifer Leonard
Solano Land Trust Board President
Date
Aldo Jordan
Solano Land Trust Board Treasurer
Date
7-14-2026
07-13-2026
Item 11.a
CAUTION: This Email is from an EXTERNAL source. Ensure you trust this sender before clicking on any links or attachments.

From: George Lehman
To: Albert Enault
Subject: Regarding Draft Agricultural and Avian Mitigation Fee Evaluation Report Date: Saturday, July 25, 2026 2:21:07 PM
Hello Mr. Enault,
I sent the message below to the main email address for communications before I saw your email address at the bottom. It might wind it's way back to you, but I decided to send it directly as well.
___________
Hello,
Thank you for your effort to communicate important information to the citizens of Vacaville.

Please consider some constructive criticism regarding the Community and Economic Development Update noted in the subject line. I found this message to be almost unreadable. The language is far too technical and complex for general public consumption. I suspect that most recipients of this message wouldn't read past the first paragraph and would leave with no understanding of the subject.

If the intent of this messages is to inform the general public about an important initiative, you have essentially failed. The message is replete with technical jargon that the casual reader will struggle to understand. The first sentence of paragraph 2 is particularly flawed. It not only contains numerous "big words", it's also 41 words in length and poorly structured. This type of writing may be appropriate for internal government documents, but not for informing the public.

I would suggest applying a Reading Level Calculator to all your public communications and ensure that someone with reading comprehension at the eighth grade level will be able to easily understand what you're trying to convey. In short, I suggest dispensing with the "government speak" and providing simple language that a lay reader will understand.

Thanks for your consideration.

George Lehman
Item 11.a
Agricultural and Avian Species Foraging
Habitat Mitigation Fee Program
Community & Economic Development Department
Item 11.a
Action for Consideration
• Accept the 2026 Agricultural and Avian Species Impact Mitigation Fee Study Update.
• Increase the Agriculture-Only mitigation fee from $4,687 to $8,800 per acre.
• Maintain the Avian-Only fee at $7,832 per acre and the Agriculture + Avian (Stacked) fee at $12,832 per acre.
• Adopt the resolution and associated findings of fact.

September 8, 2026 2Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 11 Item 11.a
Background
• 2019 – City Council adopted the program as an optional in-lieu pathway for qualifying development projects.
• The program implements General Plan mitigation requirements for conversion of important agricultural land and protected avian foraging habitat.
• 2021 – City entered into an implementation agreement with Solano Land Trust (SLT).
• City collects fees; SLT uses transferred funds for conservation easement acquisition, stewardship, monitoring, and enforcement. • VMC Section 14.28.001.050.A requires periodic evaluation of the fee schedule.

September 8, 2026 3Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 11 Item 11.a
Program Implementation
• Participating projects include Roberts Ranch, Farmstead, Vaca Valley Hotel, and Weber Road Construction Yard.

September 8, 2026 4Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 11 $4,687 / acre
Agriculture-Only
$7,832 / acre
Avian-Only
$12,832 / acre
Agriculture + Avian (Stacked)
199.198 acres
Mitigation represented by transfers to SLT
$2.20 million
Transferred to SLT, Oct. 2021-Aug. 2024
Item 11.a
2026 Fee Study Update
• Current agricultural land values and conservation easement transactions.
• Appraisal, escrow, legal, biological review, title, stewardship, monitoring, and program administration costs.
• Revised projections of future development acreage subject to mitigation.
• Availability of adequate mitigation opportunities within the region.
• Two acquisition methods:

Buy-Protect-Sell us Direct Purchase Easement
September 8, 2026 5Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 11 Item 11.a
Fee Study Findings
• Agricultural land values and conservation easement acquisition costs have increased since 2019.
• The existing Agriculture-Only fee no longer fully reflects the cost of acquiring equivalent conservation easements.
• The existing stacked fee continues to provide adequate funding and offers a conservative buffer for market fluctuations and perpetual obligations.
• The proposed action updates the fee schedule only; underlying mitigation requirements and the optional in-lieu structure remain unchanged.

September 8, 2026 6Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 11 Item 11.a
Recent SLT Transaction: KC Farming
• Additional costs included project development, appraisal and legal work, baseline documentation, survey, closing costs, and a stewardship endowment. • Cost composition: approximately 80% easement purchase, 12% stewardship, 7% project development, and less than 1% closing costs.
• The $8,972-per-acre recent cost example supports increasing the Agriculture-Only fee to $8,800 per acre.

September 8, 2026 7Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 11

94.28 acres
Property in unincorporated
Solano County
$603,000
Appraised easement value
$753,670
Total acquisition cost
$8,972 / acre
Total cost for 84-acre easement area
Item 11.a
Current Conservation Status
September 8, 2026 8Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 11 Agriculture Avian Foraging Stacked
Land to be mitigated 5.1425 ac 52.358 ac 147.4075 ac
KC Farming purchase - 84.00 ac -
Soul Food Farm (pending) 5.1425 ac 40.36 ac -
Remaining area to conserve 0 11.998 ac 63.4075 ac
• The Fee Study also identifies potential agricultural and avian mitigation lands in Solano County and near Vacaville.

Item 11.a
Staff Analysis and Public Process
September 8, 2026 9Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 11 Staff Analysis
• Fee increase supported by
recent transaction with SLT.
• Fee study meets findings of
fact under Mitigation Fee
Act.
• Provides opportunity to
continue offering optional
route for satisfying
mitigation requirements.

Public Outreach
• Draft posted July 23, 2026.
• Social media and Constant
Contact notification.
• Newspaper notices August
22 and August 29, 2026.

Environmental Review
• Exempt under CEQA
Guidelines §15307, §15313,
§15317 and independently
§15061(b)(3).
• No funds requested; staff
costs covered by existing
operating budget.

Item 11.a
Recommendation
September 8, 2026 10Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 11 $8,800 / acre
Agriculture-Only • Increase
$7,832 / acre
Avian-Only • Maintain
$12,832 / acre
Stacked • Maintain
• Accept the 2026 Agricultural and Avian Species Impact Mitigation Fee Study Update. • Adopt the findings of fact in Exhibit A.
• Adopt the updated fee schedule by resolution.

Item 11.a
Questions or Comments
September 8, 2026 Agenda Item 11.a Agriculture and Avian Mitigation Fee Update - Slide of 1111 Item 11.a

CITY OF VACAVILLE

City Council
Staff Report

Meeting Date: September 8, 2026
To: Honorable Mayor and City Council Members
Attention: Savita Chaudhary, City Manager
From: Tamara Colden, Director of Housing and Community Services (Tamara Colden, Director of Housing and Community Services (707) 449-5671)
Subject: Resolution to Authorize an Exclusive Negotiating Rights Agreement with Community Development Partners for
Development of Affordable Housing on City-Owned Property Located North of and Adjacent to the Vacaville Transportation Center on Allison Drive to Implement the Housing Element of the General Plan and Advance Transit-Oriented Development Objectives within the Allison Priority Development Area Actions for Consideration:

That the City Council approve an Exclusive Negotiating Rights Agreement (ENRA) with Community Development Partners for development of affordable housing on the Allison Drive Transit-Oriented Development (TOD) site.

Recommendations:

By simple motion, adopt the subject resolution.

Background:

On March 26, 2019, the City Council approved a Zone Change and Policy Plan Amendment to the Allison Business Park Policy Plan to apply a Residential Overlay (RO) zone designation to two City-owned parcels located north of and adjacent to the Vacaville Transportation Center on Allison Drive (the “Property”). The RO zoning designation allows for both commercial and residential uses and was intended to facilitate transit-oriented development in proximity to public transit, employment centers, retail services, and community amenities.

To advance the development of affordable housing on the Property, the City entered into an Exclusive Negotiating Rights Agreement with CFY Development, Inc. on April 28, 2020.

Subsequently, on March 9, 2021, the City Council approved a Disposition, Development, and Loan Agreement (DDLA) for development of the Allison Apartments project, a 135-unit affordable housing development. The City Council later approved amendments to the DDLA and related project entitlements, including Density Bonus, Planned Development, and Tentative Parcel Map approvals on January 31, 2022.

Item 12.a

Despite securing local approvals and City financial commitments, the developer encountered significant challenges obtaining sufficient state and federal financing necessary to proceed with construction. In 2025, the City and CFY mutually agreed to terminate the DDLA.

Following termination of the prior development agreement, staff evaluated options for disposition of the Property and determined that initiating the Surplus Land Act (SLA) process was the most appropriate path forward. The SLA establishes a transparent statutory framework for disposition of publicly owned land while prioritizing affordable housing development opportunities.

On November 19, 2025, the City Council adopted a resolution declaring the Allison Drive property as surplus land and authorizing issuance of a Notice of Availability (NOA) pursuant to the Surplus Land Act (Government Code Section 54220 et seq.). The NOA was distributed to eligible entities as required by State law.

Following completion of the statutory noticing period, the City received two (2) proposals for development of the Property. Staff evaluated the proposals based on factors including:
• Development experience and organizational capacity;
• Financial feasibility and funding strategy;
• Affordability levels and unit mix;
• Transit-oriented development design considerations;
• Project readiness and implementation timeline;
• Property management and resident services experience; • Alignment with City housing and community development goals.

Following evaluation of the submitted materials, staff recommends entering into an Exclusive Negotiating Rights Agreement with Community Development Partners (CDP) to negotiate terms related to development of the Property.

Discussion:

CDP is an experienced affordable housing developer with a history of developing units here in Vacaville. The organization’s portfolio includes over 55 affordable housing communities consisting of approximately 5,000 units throughout the western United States, including 82 units at Holly Lane and Meadows Court and 39 units at the more recently completed Rocky Hill Veteran’s project. Staff’s evaluation determined that CDP demonstrated strong experience developing and operating affordable housing projects, including projects utilizing competitive tax credit financing and transit-oriented development principles.

The proposal submitted by CDP (Attachment 1) generally includes:
• Approximately 160 affordable housing units, built in two phases; • Affordability levels ranging from 30% - 70% AMI (not to exceed 60% average affordability);
• Transit-oriented site design with access to the Vacaville Transportation Center; • On-site resident amenities and supportive services;
• Long-term affordability restrictions;
Item 12.a

• Property management and resident service programming.

The proposed development supports several City priorities and adopted policy objectives, including implementation of the Housing Element of the General Plan, advancement of transit- oriented development within the Allison Priority Development Area (PDA) (Attachment 2), and continued progress toward the City’s Regional Housing Needs Allocation (RHNA) obligations.

If approved by the City Council this evening, the next step would be to enter into the Exclusive Negotiating Rights Agreement (Attachment 3) with CDP. During the negotiating period, the developer would:
• Conduct site due diligence and feasibility analysis;
• Evaluate environmental and infrastructure conditions; • Refine the proposed site and architectural design;
• Pursue preliminary financing commitments and funding applications; • Coordinate with City staff regarding entitlements and project requirements; • Negotiate key business terms related to disposition and development of the Property.

Staff would concurrently negotiate the principal terms of a future Disposition, Development, and Loan Agreement, which may include:
• Number and type of affordable units;
• Affordability restrictions and income targeting;
• City financial participation, if any;
• Land valuation and transfer terms;
• Project schedule and performance milestones;
• Labor standards and community benefit considerations; • Long-term affordability and compliance requirements.

If negotiations are successful, staff would return to the City Council at a future date with a proposed Disposition, Development, and Loan Agreement and any associated entitlement actions for consideration.

Environmental Impact:

This action associated with the grant application is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment pursuant to CEQA Guidelines Section 15378.

Item 12.a

Fiscal Impact:

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 Housing and Community Services operating budget.

Alternatives:

The City Council could choose not to approve the Exclusive Negotiating Rights Agreement with CDP. This is not recommended, as development of the Allison Drive site supports the City’s Housing Element goals, transit-oriented development objectives, and RHNA obligations while advancing affordable housing opportunities within the Allison Priority Development Area.

Strategic Plan Goal/Initiative:

Quality of Life
Levine Act:

Yes
Attachments:

Subject Resolution
Attachment 1: CDP Affordable Housing Proposal
Attachment 2: Allison Priority Development Area
Attachment 3: Exclusive Negotiating Rights Agreement
Attachment 4: Levine Act Disclosure
Item 12.a

CITY OF VACAVILLE

RESOLUTION NO. 2026-
Resolution to Authorize an Exclusive Negotiating Rights Agreement with Community Development Partners for Development of Affordable Housing on City-Owned Property Located North of and Adjacent to the Vacaville Transportation Center on Allison Drive to Implement the Housing Element of the General Plan and Advance Transit-Oriented Development Objectives within the Allison Priority Development Area

Whereas, the City of Vacaville owns approximately 3.08 acres of real property located north of and adjacent to the Vacaville Transportation Center on Allison Drive and Nut Tree Parkway, identified as Assessor’s Parcel Number(s) [0131-030-950, 0131-030-960] (the “Property”); and
Whereas, on March 26, 2019, the City Council approved a Zone Change and Policy Plan Amendment to the Allison Business Park Policy Plan applying a Residential Overlay to the Property to facilitate residential and transit-oriented development; and Whereas, the Property is located within the Allison Priority Development Area and is identified in the City’s adopted 2023-2031 Housing Element as a site available to accommodate housing development; and
Whereas, the City initiated the process required by the Surplus Land Act, Government Code section 54220 et seq., to make the Property available for development and issued a Notice of Availability for the Property to entities entitled to receive notice under State law; and Whereas, the City received eight notices of interest and two proposals for development of the Property and evaluated the responding developers based upon qualifications that included development experience, financial capacity and feasibility, proposed housing development, project readiness, property management experience, and alignment with the City’s affordable housing and transit-oriented development objectives; and

Whereas, following its evaluation, City staff determined that Community Development Partners demonstrated the qualifications and capacity to further evaluate and pursue development of affordable housing on the Property and recommends that the City enter into an Exclusive Negotiating Rights Agreement (“ENRA”) with Community Development Partners.

Now, therefore, be it resolved by the City Council of the City of Vacaville that the City Council does hereby;

1. Approve the Exclusive Negotiating Rights Agreement between the City of Vacaville and Community Development Partners, substantially in the form presented to the City Council, for the potential development of affordable housing on the City-owned Property located adjacent to the Vacaville Transportation Center on Allison Drive and Nut Tree Parkway.

Item 12.a

2. Authorize the Housing and Community Services Director to finalize and execute the Exclusive Negotiating Rights Agreement and to make minor or technical modifications that do not materially alter the intent of the Agreement.

3. Find that approval of the Exclusive Negotiating Rights Agreement does not constitute approval of a disposition or development of the Property and that any future agreement for disposition and development of the Property shall be subject to separate City Council consideration and all applicable environmental and land use review.

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 8th day of September 2026 by the following vote:

Ayes:

Noes:

Absent:

Attest:

_____________________________
Michelle A. Thornbrugh, City Clerk

Item 12.a

Item 12.a
SUBMITTED MAY 8, 2026
Affordable
Housing
Proposal
ALLISON TOD SITE—VACAVILLE, CA
Attachment 1
Item 12.a
May 8, 2026
Tamara Colden
Housing and Community Services
40 Eldridge Avenue, Suite 2
Vacaville, CA 95688
Dear Ms. Colden:

On behalf of Community Development Partners (“CDP”), I am pleased to formally submit this Letter of Interest in response to the City of Vacaville’s February 2, 2026 Notice of Availability/ Offer to Sell Surplus Property issued pursuant to the California Surplus Land Act (Government Code Sections 54220–54234). CDP hereby notifies the City of its interest in acquiring, through purchase or long-term ground lease, the approximately 2.68-acre vacant City-owned parcel (APN: 0131-030-950) located at the intersection of Allison Drive and Nut Tree Parkway in Vacaville, within the required 60-day response period.

CDP understands that, consistent with Government Code Section 54223, the City may enter into a minimum 90-day period of good-faith negotiations with one or more responding entities, and we welcome the opportunity to engage collaboratively with the City to establish mutually agreeable terms.

CDP proposes to develop a high-quality, 100% affordable multifamily rental community that delivers long-term affordability, strong resident services, and thoughtful, transit-oriented design aligned with the City’s housing priorities. The proposed community is intended to serve households earning approximately 30%–80% of Area Median Income, with an average affordability not exceeding 60% AMI, and the potential to incorporate deeper affordability levels and/or permanent supportive housing, subject to City priorities and available funding.

CDP’s proposal is fully aligned with the intent and prioritization framework of the Surplus Land Act. The project will provide 100% of units affordable to lower-income households, exceeding the statutory 25% threshold, and is designed to maximize the number of affordable units while achieving deeper affordability levels where feasible. CDP recognizes that, in the event of multiple proposals, priority is given to those that deliver the greatest number of affordable units and the deepest affordability, and our development approach is structured to be highly competitive under these criteria.

The subject site presents a unique and highly favorable development opportunity. The parcel is currently vacant, minimizing site constraints and enabling an efficient development timeline.

The Commercial Office zoning designation allows multifamily residential use through a Conditional Use Permit, and, based on coordination with City staff, CDP understands that State Density Bonus law may be utilized to increase allowable density, height, and reduce parking requirements without the need for a General Plan Amendment or rezone. Additionally, the absence of a stated maximum density creates a meaningful opportunity to maximize site yield while maintaining high-quality design and compatibility with surrounding uses.

The site’s adjacency to the Vacaville Transportation Center further supports a transit- oriented development approach that enhances access to employment, services, and regional connectivity while reducing reliance on private vehicles. CDP intends to leverage this location through pedestrian-oriented site planning, integrated open space, and transportation demand management strategies.

Item 12.a
Building on this local experience, CDP is well-positioned to deliver a successful outcome at the Allison Drive site. We are prepared to move quickly and strategically through entitlements and the public financing process, leveraging our experience with Low-Income Housing Tax Credits (4% and 9%), tax-exempt bonds, and a wide range of state and local funding sources. CDP will initially advance predevelopment capital to ensure momentum from site control through entitlements and permitting and is prepared to execute a coordinated entitlement and financing strategy aligned with the City’s timeline and housing production goals.

Since 2011, CDP has focused exclusively on creating vibrant, multifamily affordable housing communities that enhance residents’ quality of life through design, programming, and long-term ownership. The firm has built, preserved, or is actively developing over 55 projects comprising more than 5,000 homes across the western United States, including a significant and growing presence throughout Northern California.

Our team is comprised of multidisciplinary professionals with the experience and financial acumen to successfully execute complex developments—from acquisition and entitlement through construction and long-term operations. CDP remains actively involved as the General Partner and majority owner, ensuring alignment with community goals and long-term asset performance.

Over the past decade, CDP has structured and financed nearly $2 billion in development, closing an average of approximately 600 affordable housing units per year. Our longstanding relationships with institutional lenders, tax credit investors, and public agencies allow us to move efficiently from award to closing, providing the City with confidence in our ability to secure financing and deliver.

We believe the Allison Drive site—identified by the City as highly desirable for affordable housing—presents a unique opportunity to deliver a high-quality community that advances Vacaville’s housing, sustainability, and equity goals. CDP would welcome the opportunity to enter into good-faith negotiations with the City and further refine a development plan that maximizes affordability, density, and long-term community benefit.

We are enthusiastic about this opportunity and appreciate your consideration. We look forward to discussing our proposal and execution strategy in more detail.

Sincerely,
Jessica Woodruff
Community Development Partners
Chief Development Officer
Item 12.a
Development
Program
Community Development Partners proposes the
development of a high-quality, transit-oriented
affordable housing community consisting of 160
deed-restricted affordable multifamily rental units
on the Allison TOD site in Vacaville, California. The
proposed development program is designed to
maximize the delivery of affordable housing units
while achieving meaningful long-term affordability
aligned with the City of Vacaville’s housing
priorities, RHNA objectives, and transit-oriented
development goals.

The proposed development will consist of two
separately financed and independently operated
phases that will be planned concurrently
through a unified entitlement and site planning
process. While the overall development will
function cohesively from a design and planning
perspective, each phase will operate as a
standalone affordable housing community with
separate financing structures, resident amenity
spaces, and construction timelines.

Phase 1 is currently anticipated to consist of 60
affordable rental units financed utilizing 9% Low-
Income Housing Tax Credits (“LIHTC”). This phase
will target deeper affordability levels ranging from
30% Area Median Income (“AMI”) to 60% AMI,
with an average affordability not to exceed 50%
AMI.

Phase 2 is currently anticipated to consist of 100
affordable rental units financed utilizing 4% LIHTC
and tax-exempt bonds. This phase will target
affordability levels ranging from 30% AMI to 70%
AMI, with an average affordability not to exceed
60% AMI.

The proposed development program is expected
to utilize efficient on-grade wood-frame
multifamily construction with surface parking,
landscaped open space, and resident-focused
amenity areas. Preliminary planning studies
indicate the site can efficiently accommodate
the proposed density while maintaining
functional circulation, parking, open space, and
pedestrian connectivity adjacent to the Vacaville
Transportation Center and the broader Allison/
Nut Tree corridor.

Each phase will include its own dedicated
resident amenity and community space, including
a clubhouse with computer lab and offices for
supportive services programming. CDP will
partner with best in class nonprofit service
providers to offer residents a robust menu of
free services, which may include after-school
programs for children, computer literacy courses,
English as a Second Language classes, job
training, financial literacy, health and wellness
programming, and other resident enrichment
services.

Outdoor amenities will include landscaped
courtyards, children’s play areas and tot lots,
barbeque and gathering spaces, and recreational
amenities such as a half-court basketball court.

CDP’s preliminary massing and test fit studies
demonstrate the site’s ability to accommodate the
proposed residential density while maintaining
an efficient and attractive site plan. CDP’s current
entitlement strategy assumes development
under the site’s existing Commercial Office
(“CO”) zoning designation through a Conditional
Use Permit process, consistent with the City’s
guidance that the CO district provides greater
flexibility for residential development, including
no maximum density limitation and increased
height potential. The development program
may also leverage State Density Bonus Law and
applicable local development incentives to further
optimize affordability, site utilization, and overall
project feasibility.
4 COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE
Item 12.a
Preliminary
Site Plan
5 COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE
Item 12.a
Affordability Levels
& RHNA Alignment
The proposed development directly supports
the City of Vacaville’s RHNA obligations and
affordable housing objectives by delivering a
substantial number of deed-restricted affordable
rental units serving very low-income and low-
income households.

The proposed affordability mix prioritizes deeper
affordability levels, particularly within the 9%
LIHTC phase, while also providing broader
workforce housing affordability through the 4%
LIHTC and bond-financed phase. The project
is specifically designed to support the City’s
efforts to increase affordable multifamily housing
production and advance implementation goals
identified within the Housing Element and
broader transit-oriented development planning
efforts within the Allison/Nut Tree corridor.

The project’s location adjacent to transit
infrastructure, employment centers, retail
services, and planned pedestrian and corridor
improvements further supports regional and
local housing policy objectives centered around
sustainable infill development, transit-oriented
growth, and reduction of vehicle miles traveled.

The proposed development also aligns with the
City’s stated priorities of maximizing unit yield,
delivering meaningful affordability, and utilizing
realistic and financeable project structures
capable of successfully securing competitive
state and federal affordable housing financing
resources.

Financing Plan &
Funding Strategy
CDP anticipates utilizing a layered affordable
housing financing strategy that includes Low-
Income Housing Tax Credits, tax-exempt bond
financing, conventional permanent debt, and
available state, regional, and local affordable
housing funding sources.

The proposed 60-unit Phase 1 development is
anticipated to pursue competitive 9% LIHTC
financing due to the project’s deeper affordability
targeting and smaller standalone project size.

CDP believes this structure provides a highly
competitive and financeable approach because
the enhanced equity generated through 9% tax
credits eliminates the need for gap financing
beyond the City’s anticipated land contribution.

Additionally, the project would compete within
TCAC’s Northern Region, which historically has
experienced fewer applicants relative to other
California regions. The City’s anticipated land
contribution at nominal cost would further
strengthen the project’s competitiveness under
TCAC scoring and tie-breaker criteria.

CDP anticipates submitting a 9% LIHTC
application for Phase 1 as early as TCAC Round 1
of 2027, currently estimated to occur in April 2027
based on recent application cycles. If successful,
the project could achieve a financial closing and
construction start by late 2027 or early 2028, with
completion anticipated in mid-2029. If additional
entitlement or permitting time is required, the
project could alternatively target TCAC Round 2
of 2027.

The proposed 100-unit Phase 2 development
is anticipated to utilize 4% LIHTC financing
6 COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE
Item 12.a
in combination with tax-exempt bonds and
additional gap financing sources. Due to the
larger project scale, this phase is expected to
benefit from economies of scale and increased
operating efficiencies.

Phase 2 is anticipated to pursue available
local, regional, and state funding opportunities
beginning in late 2026 and continuing through
2027, with a projected 4% LIHTC and bond
financing application in early 2028. CDP currently
anticipates a financial closing and construction
start in late 2028, with completion anticipated in
mid-2030.

CDP intends to aggressively pursue all available
non-City funding sources prior to requesting
additional local financial participation, including
but not limited to:
• Deferred and contributed developer fee by
CDP to reduce the gap
• California Tax Credit Allocation Committee
(“TCAC”) tax credit equity
• California Debt Limit Allocation Committee
(“CDLAC”) tax-exempt bond financing
• California Department of Housing and
Community Development (“HCD”) programs,
including MHP, HOME, and related funding
sources
• Housing Authority for the County of Solano
project-based voucher opportunities, if
available
• Conventional and mission-driven permanent
financing sources
• Potential regional transportation and transit-
oriented development funding opportunities
CDP has extensive experience successfully
structuring and closing complex affordable
housing financing transactions throughout
California and the western United States,
including both 9% and 4% LIHTC developments.

CDP’s ability to creatively structure financing
packages and aggressively pursue gap financing
opportunities has consistently enabled the firm to
advance and deliver projects in highly competitive
funding environments.

Requested City
Financial Participation
CDP is open to either a ground lease or fee sale
structure for the site and appreciates the City’s
willingness to make the property available at
nominal cost in support of affordable housing
production. CDP has extensive experience
successfully developing projects utilizing both
structures and is prepared to work collaboratively
with City staff to determine the preferred
disposition structure.

At this preliminary stage, CDP anticipates
requesting City participation primarily through
contribution of the land at nominal cost. To the
extent additional local affordable housing funding
becomes available and the City elects to support
the project financially, CDP would structure
any such participation to maximize leverage
of external funding sources and minimize local
subsidy requirements.

CDP intends to continue coordinating closely with
City staff regarding project phasing, financing
strategy, entitlement timing, and long-term
financial feasibility as the proposal advances.
7 COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE
Item 12.a
Development
Timeline
CDP is prepared to move quickly following
selection and anticipates advancing the project
through entitlement, financing applications, and
predevelopment activities immediately upon
securing site control.

The project is expected to proceed through a
unified entitlement and planning process for
both phases concurrently. However, financing
applications and construction commencement
for each phase will proceed independently based
on funding availability, financing readiness, and
applicable application cycles.

Current assumptions anticipate that the 60-unit
Phase 1 project could achieve a financial closing
and commence construction as early as Q4 2027
or Q1 2028. Assuming an approximate 16-month
construction duration, Phase 1 could complete
construction and deliver units in mid-2029.

Current assumptions for the 100-unit Phase
2 project anticipate a financial closing and
construction start in Q4 2028. Assuming an
approximate 18-month construction duration,
Phase 2 could complete construction and deliver
units in mid-2030.

Importantly, the proposed phasing structure
allows either phase to proceed independently
upon securing financing, meaning construction
of one phase would not be delayed pending
completion of the other phase.

CDP’s extensive experience navigating California
affordable housing entitlement and financing
processes positions the team to efficiently
advance the project toward construction
and occupancy while maintaining alignment
with the City’s housing production goals and
implementation timelines.
8 COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE
Item 12.a
Meadows Court and Holly Lane are two
existing affordable housing communities
preserved and rehabilitated by CDP.

Located down the street from CDP’s Rocky
Hill Project, Meadows Court comprises
51 two-bedroom townhome-style units,
while Holly Lane features 16 two-bedroom
townhomes and 15 one-bedroom flats.

Both communities include shared laundry
facilities, with a centrally located property
management office at Meadows Court. The
apartments serve families earning 50–60%
of the area’s median income.

Mature trees, new landscaping, shaded
picnic areas, and an innovative play area,
the properties encourage residents to
enjoy outdoor activities and community
interaction, including a large community
garden space, creating opportunities for
residents, neighbors, and the broader
community to come together.

CASE STUDY
Meadows
Holly

PROJECT DETAILS
Location - Vacaville, CA
Completion Date - 2018
Total Dev Cost - $17.8M
Affordability - 50% - 60% AMI
Total Units - 82
Sustainability - GreenPoint
Rated

PROJECT TEAM
Developer - CDP
Architect - G7A Gonzales
Architects
Contractor - Precision General
Contractors
Property Management - FPI
Management

DEVELOPMENT
The project’s financing involved
a complex capital stack,
incorporating multiple funding
sources already tied to the
properties. These sources were
also linked to other assets,
necessitating a lengthy process
to separate collateral and
reestablish liens to advance the
development.
9COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE
Item 12.a
Located in Vacaville, CA, Rocky Hill
reflects CDP’s commitment to innovative,
sustainable housing solutions for
veterans. The 39-unit development used
54 repurposed shipping containers to
construct 15 units and the community
room, reducing the build timeline and
helping the City quickly house homeless
veterans.

Designed to encourage community
connection, Rocky Hill includes shared
corridors and amenity spaces, and partners
with local nonprofits to provide supportive
services. The property offers 11 permanent
supportive housing units for formerly
homeless veterans and 28 units for low-
income veteran families, along with solar
panels, a community garden, play area,
computer lab, onsite services, and public
art.

CASE STUDY
Rocky
Hill

PROJECT DETAILS
Location - Vacaville, CA
Completion Date - 2019
Total Dev Cost - $31.5M
Affordability - 30% - 60% AMI
Total Units - 39
Sustainability - LEED Gold

PROJECT TEAM
Developer - CDP
Architect - G7A Gonzales
Architects
Contractor - Precision General
Contractors
Property Management - Eden
Housing

DEVELOPMENT
Rocky Hill Veterans Apartments
is CDP’s first Permanent
Supportive Housing (PSH)
project. After six years of
collaboration with the City of
Vacaville, CDP developed a
city-owned site for the City’s
target population, using public
and private support, including
the Housing Authority, VA,
HCD, Federal Home Loan Bank
of San Francisco, The Home
Depot Foundation, nonprofit
partners, and LIHTC financing.
10 OFFER PACKAGECOMMUNITY DEVELOPMENT PARTNERS
Item 12.a
CDP Transaction Team
CORPORATE + FINANCE
Eric Paine
CEO
Community Development Partners
126 NE Alberta St., Suite 202,
Portland, OR 97211
949-554-3713
[email protected]
Aaron Denton
Director of Finance
Community Development Partners
3416 Via Oporto, Suite 301,
Newport Beach, CA 92663
949-233-5803
[email protected]
Jessica Woodruff
Chief Development Officer
Community Development Partners
126 NE Alberta St., Suite 202,
Portland, OR 97211
503-866-6586
[email protected]
Jeff Koby
Acquisitions Manager
Community Development Partners
3416 Via Oporto, Suite 301,
Newport Beach, CA 92663
760-560-8699
[email protected]

DEVELOPMENT
Teresa Pakalsi
Director of Development, SW
Community Development Partners
3416 Via Oporto, Suite 301,
Newport Beach, CA 92663
262-490-3939
[email protected]
11 COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE
Item 12.a
12COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE

CONSTRUCTION (IN-HOUSE GC)
Sean Buran
Director of Construction
CDP Builders
3416 Via Oporto, Suite 301,
Newport Beach, CA 92663
949-467-1344
[email protected]
Corey Schiller
Project Executive (Consulting)
CDP Builders
3416 Via Oporto, Suite 301,
Newport Beach, CA 92663
949-467-1344
[email protected]

CDP COUNSEL - COX CASTLE
Stephen C. Ryan
Partner
Cox, Castle & Nicholson LLP
50 California Street, Suite 3200,
San Francisco, CA, 94111
415-262-5150 direct; 415-262-5100 main
[email protected]
Christian D. DuBois
Partner
Cox, Castle & Nicholson LLP
50 California Street, Suite 3200,
San Francisco, CA, 94111
415-262-5143 direct; 415-262-5100 main
[email protected]

CDP CPA - NOVOGRADAC
Bill Letsinger, CPA
Partner
Novogradac & Company LLP
3780 Kilroy Airport Way, Suite 330, Long
Beach, CA 90806
562-256-2340 office; 562-209-7257 cell
[email protected]
Justin Chubb Lurya, CPA
Principal
Novogradac & Company LLP
3780 Kilroy Airport Way, Suite 330, Long
Beach, CA 90806
562.256.2337 office
[email protected]
References Available
Upon Request
12 Item 12.a
PORTLAND, OR—NEWPORT BEACH, CA
Community Development Partners’ mission
is to create life-enhancing affordable housing
that transcends the fundamental goal of
providing high quality homes by building
innovative and sustainable developments, with
a focus on long-term community engagement.

Since 2011, when founded by brothers Eric and
Kyle Paine, Community Development Partners
has focused exclusively on meeting local
housing needs by creating vibrant, affordable
housing communities that enrich the quality
of life of residents by incorporating art, public
parks, gardens, fresh food, and cultural and
social programming. Alongside an incredible
cohort of public and private partners and
service providers, CDP has built, preserved, or
is actively developing over 55 unique projects
comprising 5,100+ affordable homes in 25
cities throughout California, Oregon, Arizona,
Nevada, and Colorado.

Community Development Partners is a
mission-driven, for-profit organization and
a Certified B-corporation that is dedicated
to the highest standards of social equity,
diversity, environmental stewardship,
community-informed design, and impactful
services and programming.

The CDP team is comprised of multi-
disciplinary professionals who are passionately
devoted to its mission and possess the
experience, expertise, and development and
financial acumen to successfully execute
projects in partnership with private partners,
cities, and public agencies. We have a
profound level of experience in project
financial structuring, including a myriad of
public, institutional, and private capital utilized
to finance nearly $2 billion dollars’ worth of
development over the past decade.

CDP brings a robust financial capacity to the
table which provides certainty of the ability
to not only execute as proposed but also to
command the most competitive terms from
third party financial partners. CDP has long
standing relationships with best-in-class
lenders and investors as well as the ability to
successfully attract interest from new partners
as the market evolves. We have a stellar
record for securing financing, closing on an
average of 600 units of affordable housing
per year.

Community
Development
Partners
Community Development Partners is a
mission-driven affordable housing developer
with extensive experience building and
operating housing across California, Oregon,
Arizona, Nevada, and Colorado.

YEAR FOUNDED
2011

PORTFOLIO
57 Projects
completed, under construction, & pipeline

TOTAL DEVELOPMENT COST
Nearly $2B in total development cost
AWARDS
Recipient of 50+ local and national
awards for projects, team, & company
13 COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE
Item 12.a
A partial list of funding sources that CDP has
deep experience incorporating into projects
includes: Low Income Housing Tax Credits (4%
and 9%), Private Activity Bonds, HUD HAP
Contracts, HOME, Community Development Block
Grants (CDBG), Indian Housing Block Grants
(IHBG), National Housing Trust Funds, Affordable
Housing Program (AHP), Local Innovation Fast
Track (LIFT), Historical Tax Credits (HTC), Infill
Infrastructure Grant (IIG), Mental Health Program
(MHP), Metro Regional Housing Bond, Portland
Housing Bond, ARPA, etc.

We have also been innovators in project
financing. We were the first developer in the
nation to integrate Indian Housing Block Grant
funds into a project to establish a Native
American preference to serve urban Native
families off-reservation; were the first developer
in the state of Oregon to recycle tax exempt
Private Activity Bonds; and we closed the first
Income Averaging project in the State of Oregon.

CDP’s track record for successfully executing
complex deals is evident by our unwavering
dedication to honoring our commitments,
partnerships, and financial obligations. CDP’s
rigorous approach to financial structuring ensures
that every project gets funded transparently
and as efficiently as possible. This dedication to
financial integrity has earned CDP a reputation
for reliability among private and public partners,
fostering trust and enabling the successful
closing of projects. By prioritizing long-term
relationships and community impact, CDP
consistently fulfills its commitments, creating
not just affordable housing, but enduring
communities where residents can truly thrive.

Select Core Values
Commitment: We are driven by our
goals and commitments. When we
take on a new project, we see it
through and do everything possible
to meet our obligations.

Community: We value our bonds
with one another and are committed
to creating vibrant, affordable
housing communities that enrich
residents’ quality of life.

Innovation: We challenge the status
quo and find satisfaction in working
to raise the bar. We constantly look
for new and innovative ways to fund,
design, and operate life-enhancing
communities.

Culture: In every project, we fiercely
support the arts, artisans, and
craftspeople who celebrate and
represent localism.
14COMMUNITY DEVELOPMENT PARTNERS

OFFER PACKAGE
Item 12.a

INNOVATION
At 12 stories tall, CDP recently completed the tallest Cross Laminated Timber (CLT) building in Oregon. Julia West House is not only the tallest of its kind, but provides 90 units of permanent supportive housing.

With the development of Rocky Hill in Vacaville, CA, CDP utilized shipping containers and a modular construction system, providing a sustainable solution to housing that also decreased the overall timeline for construction.

In 2022, CDP piloted Oregon’s first bond recycling concept for its 313-unit, two-phase development in Salem, Mahonia Crossing. This made it possible to bring an additional 129 affordable homes to the community.

In partnership with Native American Youth & Family Services, CDP was the first in the country to utilize HUD’s Indian Housing Block Grant to build housing (Nesika Illahee) with a Native American preference in an urban environment.

CDP was the first developer in Oregon to implement the IRS’ new Income Averaging guidelines at Rockwood Village in
Gresham. Development-wide the 224-unit project achieves an average of 60% AMI, while serving a 30-70% AMI range.

OFFER PACKAGE
In partnership with EngAGE, CDP developed its proprietary development model for intergenerational housing, Community For All Ages. The first CDP CFAA to open was Broadleaf
Arbor—a 239-unit community where EngAGE is the primary
services provider.

COMMUNITY DEVELOPMENT PARTNERS 15
Item 12.a
Thank you
Item 12.a

ALLISON PDA, VACAVILLE
D

1. 2.

3. 4.

5. HOUSING DEVELOPMENTS IN ALLISON PDA
(Under Construction/Completed/ Approved)
PEABODY APARTMENTS (120 units) - UNDER CONSTRUCTION
PONY EXPRESS SENIOR APARTMENTS (60 units) - COMPLETE
CASA DEL VISTA (245 units) - COMPLETE
ALLISON TOD Affordable Housing Project (160 Units) - PENDING HARBISON APARTMENTS (160 units) - COMPLETE
0 D c>
Attachment 2
Item 12.a
1 EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT
(Allison TOD Affordable Housing Project)

This Exclusive Negotiating Rights Agreement (this "Agreement") is entered into as of this 9th day of September, 2026 (the "Effective Date"), by and among the City of Vacaville, a municipal corporation (the "City"), and Community Development Partners, a California benefit corporation (the "Developer"), on the basis of the following facts:

RECITALS

A. The City is the owner of certain real property, consisting of approximately 3.08 acres, and generally located at the intersection of Allison Drive and Nut Tree Parkway, in the City of Vacaville, California (the "Property" or the "Site"). As of the Effective Date, the Property is vacant and unimproved land. The Property is more particularly described in the attached Exhibit A.

B. The City desires to cause the redevelopment of the Property to create quality affordable housing, and other common area improvements on the Site (the "Project").

C. The purpose of this Agreement is to establish procedures and standards for the negotiation by the City and the Developer of a disposition and development agreement (the "DDA") between the City and the Developer to govern the disposition of the Project on the Site.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Developer, (each a "Party" and collectively the "Parties") mutually agree as follows:

ARTICLE 1.

EXCLUSIVE NEGOTIATIONS RIGHT

Section 1.1 Good Faith Negotiations. The City and the Developer shall negotiate diligently and in good faith, during the Negotiating Period described in Section 1.2, the terms of a DDA for the development of the Project on the Site. During the Negotiating Period, the Parties shall use good faith efforts to accomplish the respective tasks outlined in Article 2 to facilitate the negotiation of a mutually satisfactory DDA.

Among the issues to be addressed in the negotiations are: (a) the physical and land title conditions of the Site and remediation of any adverse conditions by the Developer; (b) the type of entitlements necessary for the Project; (c) the development schedule for the Project; (d) financing of the Project (including the need for, and terms of, any City financial assistance); (e) Attachment 3
Item 12.a
2 marketing and management of the Project; and (f) the level of housing affordability and the nature of affordability controls.

Section 1.2 Negotiating Period. The negotiating period (the "Negotiating Period") under this Agreement shall be one (1) year, commencing on the Effective Date. At the request of the Developer, the Negotiating Period may be extended on the City's behalf for up to an additional ninety (90) days by the City Manager, if, in the City Manager's judgment, sufficient progress toward a mutually acceptable DDA has been made during the initial one (1) year negotiating period to merit such extension.

If a DDA has not been executed by the City and the Developer by the expiration of the Negotiating Period (as the Negotiating Period may be extended by operation of the paragraph above), then this Agreement shall terminate and neither Party shall have any further rights or obligations under this Agreement. If a DDA is executed by the City and the Developer then, upon such execution, this Agreement shall terminate, and all rights and obligations of the Parties shall be as set forth in the executed DDA.

Section 1.3 Exclusive Negotiations. During the Negotiating Period (as such Negotiating Period may be extended by operation of Section 1.2), the City shall not negotiate with any entity, other than the Developer, regarding development of the Site, or solicit or entertain bids or proposals to do so.

Section 1.4 Identification of Developer's Representatives. The Developer shall notify the City, in writing, of the Developer's designated representative(s) to negotiate the DDA with the City.

ARTICLE 2.

NEGOTIATION TASKS

Section 2.1 Overview. To facilitate negotiation of the DDA, the Parties shall use reasonable good faith efforts to accomplish the tasks set forth in this Article 2 in a timeframe that will support negotiation and execution of a mutually acceptable DDA prior to the expiration of the Negotiating Period.

Section 2.2 Financing and Costs of Project. Within one hundred and twenty (120) days after the Effective Date, the Developer shall provide the City, for its review and approval, with a detailed financial analysis for the Project containing, among other matters, a development budget and operating proforma for the Project (the "Financing Proposal"). The financial analysis shall be refined by the Parties during the Negotiating Period, as appropriate, and will be used to evaluate the financial feasibility of the Project and to assist in the negotiation of terms regarding payment of costs of land and development.

Section 2.3 Planning Approvals. The Developer acknowledges that the Project requires approvals and entitlements from the City (the "Planning Approvals"). Prior to execution of a DDA, the City and the Developer will agree on the type of Planning Approvals necessary for Item 12.a
3 development of the Project. During the Negotiating Period, the Developer shall submit an application for Preliminary Review for the Project to the City for its informal review. The Developer understands that a formal application for the Planning Approvals would not be required until after the execution of a DDA, and that such applying for and obtaining the Planning Approvals will be a pre-disposition condition under any DDA. Notwithstanding the foregoing, the Developer may make a formal application for Planning Approvals prior to the execution of the DDA.

Section 2.4 Schedule of Performance. Within one hundred and twenty (120) days after the Effective Date, the Developer shall provide the City with a proposed detailed schedule of performance for the Project and shall include, but not be limited to: the dates for obtaining land use entitlements and financing commitments for the Project, the date for the submittal of construction plans to the City, the date for close of escrow on the Site, and the dates for the commencement and completion of construction of the Project.

Section 2.5 Due Diligence - Developer. During the Negotiating Period the Developer shall conduct due diligence activities, including but not limited to, planning, soils report, noise study, hazardous materials report, financial feasibility study, and survey of the Site to determine actual property lines, and title adequacy, to the extent applicable.

(a) Physical Adequacy Determination. The Developer shall determine whether the Site is suitable for development of the Project, taking into account the geotechnical and soils conditions, the presence or absence of toxic or other hazardous materials, and the other environmental and regulatory factors that the Developer deems relevant. If, in the Developer' judgment based on such investigations and analyses, any portion of the Site is not suitable for development, the Developer shall notify the City in writing prior to the expiration of the Negotiating Period of its determination (an "Unsuitability Notice"). Upon delivery of an Unsuitability Notice by the Developer, this Agreement shall be terminated without further action of any Party, and thereafter no Party shall have any further duties, obligations, rights, or liabilities under this Agreement, except as set forth in Sections 3.3, Section 3.6, and Section 3.14.

If the Developer does not deliver an Unsuitability Notice during the Negotiating Period, then the Site shall be deemed physically suitable for development of the Project and any executed DDA shall not provide for an additional opportunity for the Developer to determine the physical suitability of the Site or for the Developer to terminate the DDA as a result of the purported physical unsuitability of the Site. Any DDA shall provide that the Site is conveyed to the Developer in its then current "as-is" condition.

(b) Title Adequacy Determination. Within sixty (60) days following the Effective Date, the Developer shall cause a reputable title company to issue a Preliminary Title Report (the "Report") for the Site to the Developer and the City. If the Developer objects to any exception appearing on the Report or should any title exception arise after the date of the Report, the Developer may object to such exception, provided such objection is made to the City in writing on or before 5 P.M. PST ninety (90) days following the date the Developer receives the Report (or the date Developer receives a copy of such new exception, as applicable). If the Developer objects to any exception to title, the City, within fifteen (15) days of receipt of Developer's objection shall notify Developer in writing whether City elects to: (1) cause the Item 12.a
4 exception to be removed of record; (2) obtain a commitment from the title company for an appropriate endorsement to the policy of title insurance to be issued to the Developer, insuring against the objectionable exception; or (3) terminate this Agreement unless the Developer elects to take title subject to such exception. If any Party elects to terminate this Agreement pursuant to this Section 2.5(b), no Party shall thereafter have any obligations to or rights against the others hereunder, except as set forth in Sections 3.3, 3.6 and 3.14. If the Developer fails to provide any notification to the City regarding this matter prior to expiration of the time period set forth herein, the condition set forth in this Section 2.5(b) shall be deemed satisfied, this Agreement shall continue in effect, the condition of title at closing under any executed DDA shall be as set forth in the Report, and any executed DDA shall not provide for an additional opportunity for the Developer to determine title to the Site or for the Developer to terminate the DDA as a result of title to the Site.

Section 2.6 Due Diligence - City. During the Negotiating Period the City may, but is not required to, conduct its own due diligence activities, including but not limited to, preliminary evaluation of the proposed Project/land use in the proposed location, conducting or coordinating with Developer to conduct public outreach, evaluation of the financial feasibility of the proposed Project, and evaluation of the best use(s) for the Property. This opportunity for City’s due diligence does not supersede any due diligence activities, evaluations, or determinations conducted, performed, or made pursuant to an executed DDA.

Section 2.7 Reports. Unless otherwise waived by the City, the Developer shall provide the City with copies of all reports, studies, analyses, official correspondence and similar documents, but excluding confidential or proprietary information, prepared or commissioned by the Developer with respect to this Agreement and the Project, promptly upon their completion.

While desiring to preserve its rights with respect to treatment of certain information on a confidential or proprietary basis, the Developer acknowledges that the City will need sufficient, detailed information about the proposed Project (including, without limitation the financial information described in Section 2.2) to make informed decisions about the content and approval of the DDA. The City will work with the Developer to maintain the confidentiality of proprietary information subject to the requirements imposed on the City by the Public Records Act (Government Code Section 6253 et seq.). The Developer acknowledges that the City may share information provided by the Developer of a financial and potential proprietary nature with third party consultants and City council members as part of the negotiation and decision making process. If this Agreement is terminated without the execution of a DDA, the City shall return to the Developer any information submitted by the Developer under this Agreement.

The City shall provide the Developer with copies of all existing leases, reports, studies, analyses, official correspondence and similar documents (collectively, "Documents"), including detailed property appraisals, prepared or commissioned by the City with respect to this Agreement and the Project, promptly following execution of this Agreement with respect to Documents then in its possession or under its reasonable control, and promptly upon their completion with respect to any subsequently prepared Documents.

Item 12.a
5 Section 2.8 Organizational Documents. The Developer shall provide the City with copies of its organizational documents evidencing that the Developer exists and is in good standing to perform its obligations under the DDA no later than ninety (90) days prior to proposed date for the execution of the DDA.

Section 2.9 Progress Reports. From time to time as reasonably agreed upon by the Parties, each Party shall make oral or written progress reports advising the other Party on studies being made and matters being evaluated by the reporting Party with respect to this Agreement and the Project.

Section 2.10 Housing Affordability. Prior to execution of a DDA, the City and Developer will agree on the level of housing affordability and the nature of affordability controls to be set forth in the DDA, and a separate regulatory agreement to be recorded against the Site upon the conveyance of the Site to the Developer.

Section 2.11 Public Report. To the extent required by law, the City shall prepare the necessary documentation pursuant to Section 33433 of the California Health and Safety Code, or any other public report required by any applicable law (collectively, the "Public Report") to be submitted to the City Council of the City in conjunction with the City's consideration of any DDA that results from negotiations pursuant to this Agreement. The Public Report shall contain the estimated value of the Site determined at its highest and best use under the redevelopment plan governing the Site, the estimated value of the Site determined at the use and with the conditions, covenants, and development costs required pursuant to the proposed DDA, and any other information required by applicable law.

ARTICLE 3.

GENERAL PROVISIONS

Section 3.1 Limitation on Effect of Agreement. This Agreement shall not obligate either the City or the Developer to enter into a DDA or to enter into any particular DDA, regardless of whether Developer has fulfilled all of the Negotiation Tasks in Article 2. By execution of this Agreement the City is not committing to the disposition of the Site (or any portion thereof). Execution of this Agreement by the City is merely an agreement to conduct a period of exclusive negotiations in accordance with the terms hereof, reserving for subsequent City Council action the final discretion and approval regarding the execution of a DDA and all proceedings and decisions in connection therewith, including, but not limited to compliance with the applicable requirements of the California Environmental Quality Act, and its implementing regulations (collectively, "CEQA"), and/or the National Environmental Policy Act, and its implementing regulations (collectively, "NEPA"). Any DDA resulting from negotiations pursuant to this Agreement shall become effective only if, and after, such DDA has been considered and approved by the City Council following conduct of all legally required procedures, including, but not limited to, all applicable requirements of CEQA and NEPA, and executed by duly authorized representatives of the City and the Developer. Until and unless a DDA is executed by the Developer, approved by the City Council, and executed by the City, no agreement drafts, actions, deliverables or communications arising from the performance of this Item 12.a
6 Agreement shall impose any legally binding obligation on either Party to enter into or support entering into a DDA or be used as evidence of any oral or implied agreement by either Party to enter into any other legally binding document.

Section 3.2 Notices. Formal notices, demands and communications between the City and the Developer shall be sufficiently given if, and shall not be deemed given unless, dispatched by: (i) electronic mail; (ii) certified mail, postage prepaid, return receipt requested; or (iii) sent by express delivery or overnight courier service, to the address of the Parties shown as follows, or such other address as the Parties may designate in writing from time to time:

City: City of Vacaville
Department of Housing and Community Services
40 Eldridge Avenue, Suite 2
Vacaville, CA 95688
Attn: Director
Email: [email protected]

Developer: Community Development Partners
3416 Via Oporto, Suite 301
Newport Beach, CA 92663
Attn: Development
E-mail: [email protected]

Except as set forth below, such written notices, demands and communications shall be effective on the date shown on the delivery receipt as the date delivered or the date on which delivery was refused. Any notice sent by electronic mail shall be effective upon confirmation of receipt provided that delivery occurs before 5:00 pm (local time). Any notice delivered by electronic mail after 5:00 pm (local time) shall be deemed to be delivered on the next day.

Section 3.3 Waiver of Lis Pendens. It is expressly understood and agreed by the Parties that no lis pendens shall be filed against any portion of the Site with respect to this Agreement or any dispute or act arising from it.

Section 3.4 Right of Entry. The City shall cooperate with the Developer to provide the Developer the right to enter upon the Site, as necessary, for purposes of conducting investigations to further the objectives of this Agreement pursuant to a written right of entry agreement, to be prepared by the City, and executed by the Parties. Among other things, such right of entry agreement shall require the Developer to provide evidence of insurance, in form and amount reasonably acceptable to the City, prior to the Developer's entry onto the Property.

Section 3.5 Costs and Expenses. Except as specifically provided in this Agreement, each Party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with this Agreement, and the performance of each Party's obligations under this Agreement.

Item 12.a
7 Section 3.6 No Commissions. The City shall not be liable for any real estate commissions or brokerage fees that may arise from this Agreement or any DDA resulting from this Agreement. Each Party represents that it has engaged no broker, agent or finder in connection with this transaction, and each Party shall indemnify, defend, and hold harmless the other Party from any claim by any broker, agent, or finder retained by the other Party.

Section 3.7 Defaults and Remedies.

(a) Default. Failure by any Party to negotiate in good faith as provided in this Agreement shall constitute an event of default hereunder. The non-defaulting Party shall give written notice of a default to the defaulting Party, specifying the nature of the default and the required action to cure the default. If a default remains uncured fifteen (15) days after receipt by the defaulting Party of such notice, the non-defaulting Party may exercise the remedies set forth in subsection (b).

(b) Remedies. In the event of an uncured default by the City, the Developer's only remedy is to terminate this Agreement. In the event of an uncured default by the Developer, the City's sole remedy shall be to terminate this Agreement. Following such termination, no Party shall have any right, remedy or obligation under this Agreement, except that the Developer's indemnification obligation pursuant to Section 3.6 shall survive such termination.

Except as expressly provided above, no Party shall have any liability to any other Party for damages of any kind or otherwise for any default, nor shall any Party have any other claims with respect to performance under this Agreement. Each Party specifically waives and releases any such rights or claims it may otherwise have at law or in equity.

Section 3.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 3.9 Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the subject matters of this Agreement. This Agreement shall not be construed as if it had been prepared by one of the Parties, but rather as if both Parties had prepared it. The Parties to this Agreement have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement (including but not limited to Civil Code Section 1654 as may be amended from time to time).

Section 3.10 No Assignment. The Developer may not transfer or assign any or all of its rights or obligations hereunder to any other entity with the prior written consent of the City, which consent shall be granted or withheld in the City's sole discretion, and any such attempted transfer or assignment without the prior written consent of City shall be void.

Section 3.11 No Third Party Beneficiaries. This Agreement is made and entered into solely for the benefit of the City and the Developer and no other person shall have any right of action under or by reason of this Agreement.

Item 12.a
8 Section 3.12 Actions by the City. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of the City, the approval, consent, authorization, or waiver of the City Manager shall constitute the approval, consent, authorization or waiver of the City without further action of the City Council. The Developer acknowledges that nothing in this Agreement (including any approval by the City Manager in accordance with this Agreement), or a DDA (if approved by the City Council) shall limit, waive, or otherwise impair the authority and discretion of: (a) the City's Planning Department, in connection with the review and approval of the proposed construction plans for the Project, or any use, or proposed use, of the Site; (b) the City in imposing or otherwise requiring any mitigation measures in accordance with CEQA (or by the City or any other governmental agency in accordance with NEPA), or otherwise complying with CEQA and/or NEPA; (c) the City's issuance of a building permit; or (d) any other office or department of the City acting in its capacity as a governmental regulatory authority.

Section 3.13 Time of the Essence. Time is of the essence in this Agreement and every provision contained herein.

Section 3.14 Indemnification. Developer hereby covenants, on behalf of itself and its permitted successors and assigns, to indemnify, hold harmless, and defend the City, its council members, agents, and employees (collectively, the "Indemnitees"), from and against all claims arising out of, or in connection with, this Agreement or the activities contemplated hereby; provided, however, Developer shall have no indemnification obligation with respect to the negligence or misconduct of any Indemnitee. Developer's indemnification obligations shall survive the termination or expiration of this Agreement, and shall not be obviated by Developer's provision of insurance as required by the City.

Section 3.15 Electronic Signatures and Counterparts. 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 that they may conduct this transaction by electronic means.

Accordingly, this Agreement may be executed through an
electronic signature and may be executed in multiple originals, each of which is deemed to be an original, and may be executed in counterparts. This Agreement shall become effective when the Parties have duly executed and delivered signature pages of this Agreement to each other.

Delivery of this Agreement may be effectuated by electronic communication (including by PDF sent by electronic mail, facsimile or similar means of electronic communication). Any signatures (including electronic signatures) delivered by electronic communication shall have the same legal effect as physically delivered original signatures.

Remainder of Page Left Intentionally Blank

Item 12.a
9 IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the Effective Date.

DEVELOPER:

Community Development Partners, a California
benefit corporation

By: ____________________________

Name: Jessica Woodruff

Its: Chief Development Officer

CITY:

CITY OF VACAVILLE, a municipal corporation

By: __________________________

Tamara Colden,
Housing and Community Services Director

APPROVED AS TO FORM:

Andria Borba, City Attorney

________________________
Anne Branham,
Senior Assistant City Attorney

Item 12.a

EXHIBIT A

Legal Description

The land described herein is situated in the State of California, County of Solano, City of Vacaville, described as follows:

Being a single Parcel of land comprised of the following 3 areas:

(1) The parcel described in the deed to CCC Associates, a partnership, recorded September 22, 1998, as Solano County Recorder's Document No. 1998-74677, (2) The Parcel described in the Deed to CCC Associates, a partnership, recorded September 22, 1998, as Solano County Recorder's Document No. 1998-74678, and (3) that portion of the parcel described in the deed to CCC Associates, a partnership, recorded July 20, 1978 in Book 1978 of Solano County Official Records, at Page 59066, as Document No. 34089, that lies Northeasterly of the parcel land described in the deed from CCC Associates, a partnership to The City of Vacaville, recorded October 25, 1993, as Solano County Recorder's Document No. 1993-99748.

The exterior lines of the above described property being more particularly described as follows:

Beginning at the most Northwesterly corner of Parcel 1, as said Parcel is shown on the map filed in Book 36 of Parcel Maps, at Page 60; thence Southerly along the Easterly line of said Parcels described in the Deeds to CCC Associates, a partnership, recorded as Document No. 1998-74677 and 1998-74678, South 02° 58' 30" East, 994.19 feet to the Northwesterly right of way line of Ulatis Drive, as shown on the said Parcel Map; thence along said Northwesterly right of way line South 68° 20' 00" West, 43.24 feet to the point described as the "Point of Beginning" in said deed to the City of Vacaville recorded as Document No. 1993-99748, Said point lying on the Easterly line of said Parcel described in the Deed to CCC Associates, a partnership, in Book 1978 of Official Records, at Page 59066, as Document No. 34089; thence along the Northeasterly line of the parcel described in said deed to the City of Vacaville recorded as Document No. 1993-99748, the following 7 courses:

1. South 68° 20' 00" West, 13.11 feet to a curve to the right having a radius of 40.00 feet

2. Westerly along said curve through a central angle of 84° 20' 58", for an arc distance of 58.89 feet to a reverse curve having a radius of 1062.00 feet

3. Northwesterly along said reverse curve through a central angle of 10° 35' 58", for an arc distance of 196.46 feet

4. North 37° 55' 00" West, 487.93 feet to a curve to the right having a radius of 303.00 feet

5. Northerly along said curve through a central angle of 11° 25' 16", for an arc distance of 60.40 feet to a reverse curve having a radius of 303.00 feet

6. Northwesterly along said reverse curve through a central Angle of 11° 25' 16", for an Arc distance of 60.40 feet.

7. And North 37° 55' 00" West, 400.92 feet to a point on the Westerly line of said Parcel described in the Deed to CCC Associates, a partnership, recorded in Book 1978 of Official Records, at Page 59066, as Document No. 34089.

Item 12.a

Thence along the Easterly and Northerly lines thereof, North 00° 38' 54" West, 32.60 feet and South 89° 31' 54" East, 767.70 feet to the point of beginning.

APN: 0131-030-950, 0131-030-960

Item 12.a
Levine Act Disclosure Statement -1-
Rev. 11.25

**COMPLETE & RETURN THIS PAGE**

CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT

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 applicatio n, awarding your contract, or granting your entitlement. It only prevents that specific officer from participating.

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

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?

☐ YES XX NO

If YES, please identify the person(s) or agent(s) making the contribution:

______________________________________________________________________________

If YES, please identify the City officer receiving the contribution:

______________________________________________________________________________

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?

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 XX NO

If YES, please identify the person(s) or agent(s) making the contribution:

______________________________________________________________________________

If YES, please identify the City officer receiving the contribution:

______________________________________________________________________________

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: 08/17/2026
Print Name: Jessica Woodruff
Title: Chief Development Officer
Company: Community Development Partners
Item 12.a
Exclusive Negotiating Rights Agreement with Community
Development Partners for Development of Affordable Housing on City-Owned Property on Allison Drive
Housing and Community Services Department
Item 12.a
Action for Consideration
Approve an Exclusive Negotiating Rights Agreement (ENRA) with Community Development Partners for development of
affordable housing on the Allison Drive Transit-Oriented Development (TOD) site.

Recommendation:

By simple motion, adopt the subject resolution.

September 8, 2026 2Agenda Item 12.a - Slide of 9 Item 12.a
Project Site and Location
• Approximately 3.08-acre City site located north of
and adjacent to the Vacaville Transportation
Center on Allison Drive
• Located within the Allison Priority Development
Area
• Zoned with a Residential Overlay to support
residential and commercial development
• Well-positioned for transit-oriented development
due to proximity to:
• Public transit
• Employment
• Retail and services
• Community amenities
September 8, 2026 3Agenda Item 12.a - Slide of 9 Item 12.a
Background
• 2022–2025 - The prior Allison affordable housing project was unable to secure sufficient financing despite several competitive funding applications
• September 30, 2025 - The City and developer mutually terminated the Disposition, Development, and Loan Agreement (DDLA) • Following termination - Staff evaluated options for moving the property forward
• November 19, 2025 - City Council initiated the next phase by declaring the property surplus under the Surplus Land Act (SLA) September 8, 2026 4Agenda Item 12.a - Slide of 9 Item 12.a
Background Cont’d
• November 19, 2025: City Council declared the Allison Drive property surplus
• City issued a Notice of Availability (NOA) pursuant to the Surplus Land Act • Notice was distributed to eligible entities as required by State law • Following the statutory noticing period, the City received two proposals for development of the property
• Staff evaluated both proposals based on:
• Development experience and organizational capacity
• Financial feasibility and funding strategy
• Affordability levels and unit mix
• Transit-oriented development design
• Project readiness and implementation timeline
• Property management and resident services
• Alignment with City housing and community development goals September 8, 2026 5Agenda Item 12.a - Slide of 9 Item 12.a
Discussion
• Community Development Partners (CDP) is an experienced affordable housing developer
• Portfolio includes 55+ affordable housing communities and approximately 5,000 units throughout the western United States • Vacaville experience includes:
• 82 units at Holly Lane and Meadows Court
• 39 units at the recently completed Rocky Hill Veterans project • Demonstrated experience with:
• Competitive tax credit financing
• Affordable housing development and operations
• Transit-oriented development principles
September 8, 2026 6Agenda Item 12.a - Slide of 9 Item 12.a
Discussion
• Approximately 160 affordable housing units
• Development proposed in two phases
• Affordability levels from 30% to 70% AMI
• Average affordability not to exceed 60% AMI
• Transit-oriented design with access to the
Vacaville Transportation Center
• On-site resident amenities and supportive
services
• Long-term affordability restrictions
• Property management and resident service
programming
September 8, 2026 7Agenda Item 12.a - Slide of 9 Item 12.a
Recommendation/ Next Steps
• Approve the Exclusive Negotiating Rights Agreement with Community Development Partners
• During the ENRA period, CDP will:
• Complete site due diligence and feasibility analysis
• Refine the site plan and architectural design
• Advance the financing strategy and funding applications • Coordinate with City staff on entitlements and infrastructure • City and CDP will negotiate key terms for a future Disposition, Development, and Loan Agreement
• If negotiations are successful, staff will return to City Council for consideration of the final agreement and associated project approvals
September 8, 2026 8Agenda Item 12.a - Slide of 9 Item 12.a
Questions or Comments
September 8, 2026 Agenda Item 12.a - Slide of 99 Item 12.a

Vacaville City CouncilSeptember 8, 2026

Vacaville City Council
September 8, 2026