West Sacramento City Council
September 27, 2023

$67,846 101-9654-4790 GF Internal Work Order Revenue FY 24/25 $67,846 101-9654-4790 GF ICAP Revenue FY 24/25
$61,274 101-0000-3110 General Fund Available Balance FY 24/25 $84,779 TOTAL SOURCES FY 2024/25
USES FY 2023/24
$(74,186) 101-9653-5111 GF CP Wages, Benefits FY 23/24
$98,159 101-9654-5111 GF CP Wages, Benefits FY 23/24
$1,700 101-9654-5258 GF CP Seminars/Conferences FY23/24 $300 101-9654-5256 GF CP Professional Dues FY 23/24
$5,200 101-9654-5251 GF CP Computer/Laptop FY 23/24
$9,200 101-9654-5255 GF CP Vehicle Expense FY 23/24
$400 101-9654-5215 GF CP Safety Boots, PPE FY 23/24
$40,773 TOTAL USES FY 2023/24
USES FY 2023/24
$(155,021) 101-9653-5111 GF CP Wages, Benefits FY 24/25 $205,595 101-9654-5111 GF CP Wages, Benefits FY 24/25
$1,700 101-9654-5258 GF CP Seminars/Conferences FY24/25 $300 101-9654-5256 GF CP Professional Dues FY 24/25
$500 101-9654-5251 GF CP Computer/Laptop FY 24/25
$7,800 101-9654-5255 GF CP Vehicle Expense FY 24/25
$400 101-9654-5215 GF CP Safety Boots, PPE FY 24/25
$61,274 TOTAL USES FY 2024/25

2. The City Council hereby finds that the facts set forth in the recitals to this Resolution are true and correct and establish the factual basis for the City Council’s adoption of this Resolution.

3. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED by the West Sacramento City Council this this 27th day of September 2023, by the following vote:

AYES:

NOES:

ABSENT:

Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
602

CITY OF WEST SACRAMENTO

CAPITAL IMPROVEMENT MANAGER
DEFINITION: The Capital Improvement Manager manages is responsible for the development and implementation of the Capital Improvement Program (CIP). the various capital and special infrastructure projects within the Capital Projects and Transportation Department and may exercise direct supervision overThe Capital Improvement Manager oversees project management of capital projects and facility upgrade projects, and works with professional, technical and supervisory staff to ensure project schedules, costs and performance meet expectations. The Capital Improvement Manager monitors the progress of assigned projects at all stages of development to ensure projects are delivered timely, efficiently, and cost-effectively.

The Capital Improvement Manager is an at-will position that is appointed by and sits at the pleasure of the City Manager.

SUPERVISION RECEIVED AND EXERCISED: Receives general direction from the Director of Capital Projects and Transportation, or designee. May exercise direct supervision over professional, technical and contracted staff. The Capital Improvement Manager may serve as the acting department head in the absence of the Director of Capital Projects.

CLASS CHARACTERISTICS: This is a single, management level position. The incumbent reports to the Director of Capital Projects and Transportation and typically has responsibility for providing indirect management of projects and may provide direct supervision to professional and technical staff.

EXAMPLES OF ESSENTIAL FUNCTIONS: (Illustrative Only): Management reserves the right to add, modify, change or rescind the work assignments of different positions and to make reasonable accommodations so that qualified employees can perform the essential functions of the job.
 Plans, and coordinates, manages and oversees activities including the budgeting, scheduling, programming, planning, design development and construction of city City infrastructure projects including streets, traffic control devices, sewer lines, water lines, buildings, parks, and other facilities/infrastructure owned and operated by the City.transportation and infrastructure projects.
 Develops and implements department goals, objectives, policies and procedures.  Coordinates Capital Projects Ddepartment activities with those of other City departments and other public agencies.
 Directs, oversees and participates in the development of various department work plans.  Leads the development of the City’s Capital Improvement Program and budget.  Manages and oversees the review of CIP requests and proposals during the annual budget process.
 Participates in department budget preparation and administration.  Prepares cost estimates for budget recommendations and justification for requests related to staffing, supplies, materials, equipment, training, etc.  Reviews and evaluates work products, methods, and procedures.  Prepares or supervises the preparation of a variety of reports, correspondence, and special studies.
 Responds to difficult complex citizen inquires and complaints.  Represents the department and City at a variety of meetings.  Implement and/or oversee various special projects assigned to the Capital Projects Department.
 Provides legislative analysis of potential new legislation. 603

CITY OF WEST SACRAMENTO
Capital Improvement Manager (Continued)
2  Conducts grant research and prepares grant applications on behalf of the Department.  May act in the Director of Capital Projects and Transportation absence in departmental responsibilities and activities.
 Performs other duties as assigned to support and enhance the City’s Capital Improvement Program.

QUALIFICATIONS:

Knowledge of: Capital improvement projects including project management principles and techniques, planning, engineering, design, development, specifications, cost estimates, public finance and construction; pertinent local, State and Federal codes, laws, and regulations; principles and practices of public administration; principles and practices of supervision and training; budgeting procedures and techniques.

Skill in: Managing, coordinating, and directing and reviewing a wide variety of activities; supervising and training assigned staff; preparing and administering a budget; preparing technical reports; analyzing, writing, and reviewing staff reports and recommendations; communicating clearly and concisely, both orally and in writing; establishing and maintaining cooperative work relationships with those contacted in the course of work; meeting and dealing effectively with the public and other governmental officials.

EDUCATION AND EXPERIENCE: Any combination of training and experience which would provide the required knowledge and skill. A typical way to obtain the required knowledge and skill would be:

Education: A Bachelor’s Degree from an accredited college or university with major course work in public administration, public finance, planning, project management, construction management, management, civil engineering or related field.

Experience: FiveSix (56) years of increasingly responsible experience in public administration, civil engineering, capital improvement program/project management, civil engineering or comparable experience demonstrating the ability to perform the essential functions of the position, including twohree (32) years of supervisory responsibility..

LICENSES AND CERTIFICATES: Possession of, or ability to obtain, a valid California driver’s license.

Possession of the following certification is desired, but not required: Valid Certificate of Registration as a Professional Civil Engineer in the State of California.

WORKING CONDITIONS: May serve as staff to commissions and may be required to attend off-hour meetings.

PHYSICAL DEMANDS: Mobility to work in a standard office or construction environment, use standard office equipment and attend off-site meetings. On an intermittent basis, sit at a desk for long periods of time; intermittently walk, stand, bend, squat, twist, and reach while performing office duties; mobility to occasionally traverse uneven terrain, periodically standing, stooping, bending, climbing and kneeling to perform inspections; on occasion may be required to work in exposure to weather. Manual dexterity to use standard office equipment and supplies and small tools and to manipulate both single sheets of paper and large document holders (manuals, binders, etc.); vision to read handwritten and printed material and a computer screen; hearing and speech to communicate in person and by telephone; ability to lift and carry items weighing up to 25 pounds such as files, manuals, or small tools and equipment for distances up to 50 feet. 604

CITY OF WEST SACRAMENTO
Capital Improvement Manager (Continued)
3 ENVIRONMENTAL ELEMENTS: Employees work in an office environment with moderate noise levels, controlled temperature conditions and no direct exposure to hazardous physical substances. Employees may interact with upset staff and/or public and private representatives in interpreting and enforcing department guidelines, policies and procedures.

Adopted: 12/07/2005
Revised: 06/09/2009; 08/01/2011; 08/21/2019, 9/27/2023
Maintenance Update: 10/26/2009;
Title Change: 10/26/2009
Job Category: Administrators/Managers
Employee Group: Management
Bargaining Unit: N/AManagement
At-Will:  Yes  No
Form 700:  Yes  No
FLSA Status:  Non-Exempt  Exempt
605

CITY OF WEST SACRAMENTO

CONSTRUCTION INSPECTION MANAGER
DEFINITION: The Construction Inspection Manager supervises the activities of the Construction EngineeringInspection Services Section within the Engineering & Transportation Construction and Facilities Development Division of the Public WorksCapital Projects Department, which performs construction surveys, technical field- data collection, plan and specification review for constructability and , which includes inspection and administration ofinspects utilities utility, Capital Improvement Projects, subdivisions, andencroachment permits and other development projects. s, encroachment permits, construction surveying and technical data collection in the field, and review of plans and specifications for constructability. The Construction Manager oversees construction projects within the Construction Engineering Section including streets, storm drains, parks, traffic control systems, water and wastewater facilities and other municipal Capital Improvement Program (CIP), and construction projects. The Construction Inspection Manager is an “at-will” position that is appointed by and sits at the pleasure of the City Manager.

SUPERVISION RECEIVED AND EXERCISED: Receives general direction from the Construction and Facilities Development Engineering & Transportation Manager. Exercises direct supervision over clerical professional, technical andassigned supervisory staff.

CLASS CHARACTERISTICS: This is a single, management level position. The incumbent reports to Construction and Facilities Development Manager the Engineering & Transportation Manager and has responsibility for providing daily supervision to assigned clerical, professional, technical and supervisory staff.

EXAMPLES OF ESSENTIAL FUNCTIONS: (Illustrative Only): Management reserves the right to add, modify, change or rescind the work assignments of different positions and to make reasonable accommodations so that qualified employees can perform the essential functions of the job.

Construction Management:
 Oversees inspection of capital improvement projects.
 Oversees inspection of utility, Capital Improvement, subdivision, encroachment permits and other development projects
 Oversees storm water quality inspections, construction surveys and data collection.  Plans, schedules, coordinates and monitors the work of internal staff and contractors.  Supervises, coaches, and evaluates assigned staff.
 Trains personnel to ensure adequate knowledge in relevant laws, ordinances, standards, plans and specifications.
 Interprets Reviews engineering plans, and specifications. 
606

CITY OF WEST SACRAMENTO
Construction Inspection Manager (Continued)
2  Ensures compliance with contract requirements and provides construction close-out punch lists and as-built documentation.
 Coordinates with utility companies and ensures support and completion of work within allotted time frames.
 Manages project budgets and expenses.
 Interprets City and department policy regarding project design, construction and operations.  Provides department, division, or section information to the public and other governmental agencies, in person or through other forms of communication.  Attends community meetings to respond to public questions, concerns, and complaints.  Maintains accurate records and files.
 Makes council, commission and public presentations.
 Ensures environmental compliance during construction. 
Construction Administration:
 Develops requests for proposals, grant applications, and professional services agreements, construction documents and invitations to bid.
 Reviews and responds to submittals, RFIs, and other construction correspondence.  Monitors progress of work by contractors and monthly progress payment applications or invoices.
 Monitors and inspects the work of various contractors and vendors to evaluate work progress, resolves work problems and determines additional needs.  Confers with city staff and other officials on the administrative needs and requirements related to assigned projects and mediates conflicts, if needed.  Coordinates activities with other departments and divisions as appropriate.  Reviews and improves construction scheduling and ensures construction is progressing according to contract requirements.
 Prepares documentation and reports in accordance with city standard construction management and inspection procedures.
 Oversees community relations program for capital projects and assistsAssists in addressing construction related complaints and issues.
 Proposes, develops, and implements policies and procedures to improve coordination of Inspection Services projects with other City departments, and contractors.  Prepares necessary reports, forms and documents required by relevant local, federal, state and various funding agencies, guidelines and regulations, and collects and interprets supporting information and data and maintains proper documentation and recordkeeping systems.
 Performs duties of Radiation Safety Officer.
 Ensures Title VI and other labor compliance requirements.  Assists on the audits of field performance of construction to confirm accuracy of inspection and conformance with contract provisions, plans, specifications, sound construction practices, and appropriate regulations and rules relative to construction projects dedicated to the public.

607

CITY OF WEST SACRAMENTO
Construction Inspection Manager (Continued)
3 Personnel Management:
 Supervises and trains personnel to ensure adequate knowledge in relevant laws, ordinances, standards, plans and specifications.

QUALIFICATIONS:

Knowledge of: Applicable codes, regulations, and standards; engineering principles, practices, standards and equipment used in engineering design, drafting, field survey work and construction inspection; proper materials, methods, regulations, and requirements relative to the construction and installation of streets, gutters, storm drains, waterlines, sanitary sewers, traffic signals, street lights, dry conduits, culverts, park and landscape improvements and related facilities installed on public rights-of-way; tools, surveying instruments, and equipment used in public works construction; safety standards in the construction trade; basic soil mechanics and geology, depending upon assignment; principles and practices of effective supervision, training and personnel management; possible defects and faults in public works construction projects and effective measures for correction.

Inspections, Construction, Team Management and Record Management.

Inspections: Ability to inspect construction projects, materials, methods and apply regulations and relevant codes.

Construction: Ability to supervise the construction and installation of streets, gutters, storm drains, culverts, public facilities, water, sewer, street lights, signing and striping and other capital improvement projects typical of local municipalities.

Team Management: Ability to evaluate staff, nurture positive working relations, communicate effectively and mediate conflicts through collaboration. Ability to establish solid working relationships with contractors and members of the public.

Records Management: Ability to prepare and mentor others to develop construction and technical documents, and to maintain sound rentention methods.

Ideal candidate will be able to demonstrate this knowledge through experiences in municipal capital improvement projects and experience with Caltrans and federal projects.

Skill in: Inspections, Construction, Team Management and Record Management.

Reading, evaluating, and inspecting complex construction drawings and technical reports; preparing and maintaining records, drawings, and reports related to assigned section; establishing cooperative working relationships with other City staff, the public, and outside agencies; communicating effectively both orally and in writing; organizing, planning, and assigning work; supervising, training, and evaluating assigned staff; dealing firmly and tactfully with staff, contractors, engineers, and property owners. Leading personnel through effective delegation of workload; providing technical advice and clear communication to subordinate personnel in solving difficult problems or assignments; making sound construction decisions; detecting and locating faulty materials and workmanship at a stage of construction; interpreting 608

CITY OF WEST SACRAMENTO
Construction Inspection Manager (Continued)
4 engineering plans and specifications; preparing and maintaining records; ability to use Microsoft Office and other relevant software and applications; establishing and maintaining effective working relationships with those contacted in the course of work. Preparing and mentoring others to develop construction and technical documents, and to maintain sound retention methods.

EAbility to evaluatinge staff, nurturinge positive working relations, communicatinge effectively and mediatinge conflicts through collaboration. Ability to eEstablishing solid working relationships with contractors and members of the public. Supervising the construction and installation of streets, gutters, storm drains, culverts, public facilities, water, sewer, street lights, signing and striping and other capital improvement projects typical of local municipalities.

Inspecting construction projects, materials, methods and applying regulations and relevant codes.

EDUCATION AND EXPERIENCE: Any combination of training and experience which would provide the required knowledge and skill. A typical way to obtain the required knowledge and skill would be:

Education: A Bachelor’s Degree from an accredited college or university in Civil Engineering, Construction Management, Project Management or related field. Specialized training, (or college level coursework) in related fields such as project management, OSHA, ADA, CBC accessibility, meeting facilitation, project evaluation and other relevant training are highly desirable.

Experience: Five (5) years of increasingly responsible experience in municipal utilities capital improvement construction management, including two (2) years in a supervisory capacity.

LICENSES AND CERTIFICATES: Possession and maintenance of a valid California driver’s license. Qualified SWPPP Practitioner (QSP) or Qualified SWPPP Developer (QSD) preferred.

APWA Certified Public Infrastructure Inspector (CPII) or comparable certification preferred.

Registration as a Professional Civil Engineer preferred, but not required.

WORKING CONDITIONS: May be required to attend off-hour meetings and council meetings.

PHYSICAL DEMANDS: Must possess mobility to work in a standard office environment or construction/field environment including exposure to loud noise, weather, chemicals, fumes, and other environmental substances. Mobility to inspect various commercial and residential development sites, including traversing uneven terrain, climbing ladders, stairs and other temporary or construction access points; mobility to work in a standard office setting and use standard office equipment, including a computer; to attend meetings and to operate a motor vehicle; vision to read printed materials and a computer screen and make inspections; and hearing and speech to communicate in person and over the telephone. Finger dexterity is needed to access, enter and retrieve data using a computer keyboard or calculator and to operate standard office equipment. Positions in this classification occasionally bend, stoop, kneel, reach, climb, push and pull drawers open and closed to retrieve and file information.

Positions in this classification occasionally lift, move, and carry objects that typically weigh up to 50 pounds.

Mobility to work in a standard office or construction environment, use standard office equipment 609

CITY OF WEST SACRAMENTO
Construction Inspection Manager (Continued)
5 and attend off-site meetings. On an intermittent basis, sit at a desk for long periods of time; intermittently walk, stand, bend, squat, twist, and reach while performing office duties; mobility to occasionally traverse uneven terrain, periodically standing, stooping, bending, climbing and kneeling to perform inspections; on occasion may be required to work in exposure to weather. Manual dexterity to use standard office equipment and supplies and small tools and to manipulate both single sheets of paper and large document holders (manuals, binders, etc.); vision to read handwritten and printed material and a computer screen; hearing and speech to communicate in person and by telephone; ability to lift and carry items weighing up to twentyfive (25) pounds such as files, manuals, or small tools and equipment for distances up to fifty (50) feet.

ENVIRONMENTAL ELEMENTS: Employees generally work in an office environment with moderate noise levels, controlled temperature conditions and no direct exposure to hazardous physical substances. Employees may also work in a construction or field environment including inclement weather conditions and construction and traffic hazards. Employees may interact with upset staff and/or public and private representatives in interpreting and enforcing department guidelines, policies and procedures.

Adopted: 09/23/2015
Revised: 03/01/2016; 9/27/2023
Maintenance Update: 07/25/2018
Title Change:

Job Category: Administrators/Managers
Employee Group: Management
Bargaining Unit: N/A Management
At-Will:  Yes  No
Form 700:  Yes  No
FLSA Status:  Non-Exempt  Exempt
610

CITY OF WEST SACRAMENTO

CONSTRUCTION INSPECTOR I/II
DEFINITION: The Construction Inspector I/II performs a variety of para-professional office, field construction inspection and engineering functions in Construction Management and Facilities Development Division of the Capital Projects Department.

Advancement to the Construction Inspector II level shall occur after satisfactorily performing the duties of a Construction Inspector I for two (2) years. Satisfactory performance means an overall satisfactory or higher rating on the performance evaluation during the last evaluation period. An employee may be advanced to the Construction Inspector II level in less than two (2) years if the employee's performance is noted as exceptional by the Department Head and the employee is recommended for early advancement by the Department Head.

SUPERVISION RECEIVED AND EXERCISED: Receives general direction from the division manager, or designee. The Construction Inspector I does not exercise direct supervision of staff.

The Construction Inspector II may exercise functional and technical supervision over assigned staff.

CLASS CHARACTERISTICS: Construction Inspector I is a sub-professional engineering position requiring an extensive background in the Public Works or Capital Projects fields and office experience. Employees in this class may exercise independent judgment in the day-today interpretation of standards and specifications as they apply to construction methods and materials. Construction Inspector II is considered the journey level position within the Construction Inspector series. Positions assigned to this class must possess knowledge of the principals and techniques of public works engineering as acquired through extensive field and office experience, and may provide lead supervision and guidance to assigned technical and maintenance staff as applicable. The ability to work independently and exercise judgment and initiative is essential within this position.

EXAMPLES OF ESSENTIAL FUNCTIONS: (Illustrative Only): Management reserves the right to add, modify, change or rescind the work assignments of different positions and to make reasonable accommodations so that qualified employees can perform the essential functions of the job.

Construction Inspector I:
 Performs technical field and office civil or traffic engineering duties in the planning, design, construction and inspection of public works projects.
 Performs on-site inspections during construction of roads, sidewalks, curbs, gutters, sanitary sewer systems, storm drains, water systems, municipal parks, buildings, and other public improvements.
 Monitors, inspects and approves work done under encroachment permits.  Inspects and performs routine tests of materials for identification and conformance to specifications.
 Takes samples of materials for examination or analysis by laboratories.  Maintains and prepares job records.
 Prepares and maintains accurate "as-built" plans for a completed project. 611

CITY OF WEST SACRAMENTO
CONSTUCTION INSPECTOR I/II (Continued)
2  Reviews specifications and plans including final maps, improvement plans, and legal descriptions.
 Issues miscellaneous public works permits.
 Conducts or assists in surveys and field checks.
 Gathers field data for the planning and construction of public works improvements.

Construction Inspector II: the foregoing duties plus:
 Performs site development and subdivision plan checks.  Administers construction contracts for capital projects.  Represents the Capital Projects department at private development project review meetings.
 Plans, organizes, assigns, reviews and supervises work of subordinate personnel.  Trains staff.
 Assists with difficult technical problems.

QUALIFICATIONS:

Knowledge of: Construction Inspector I: Civil engineering principles, practices, materials, methods and standards used in construction and installation and inspection of storm drains, sanitary sewers, water mains, streets, sidewalks, curbs, gutters, and other public works improvements/projects; tools, techniques, instruments and equipment used in public works construction; construction safety practices; engineering principles and practices involved in the design of public works facilities; principles and methods used in construction surveying.

Construction Inspector II: the foregoing plus: backflow and cross connection prevention methods, requirements and devices; City improvements standards, specifications, and ordinances.

Skill in: Construction Inspector I: Reading, evaluating, and interpreting complex construction drawings and technical reports; preparing plans and drawings; making accurate field measurements and calculations; preparing and maintaining accurate diaries and reports; checking or writing legal descriptions; organizing and planning assigned work; establishing cooperative working relationships with other City staff, the public, and outside agencies; ability to maintain physical condition appropriate to the performance of assigned duties and responsibilities which may include walking, standing or sitting for extended periods of time and operating assigned office equipment; ability to maintain effective audio-visual discrimination and perception needed for making observations, communicating with others, reading and writing, and operating assigned office equipment; ability to maintain mental capacity which allows for effective interaction and communication with others. Construction Inspector II: The foregoing plus: organizing, planning and assigning work; assigning, training, evaluating, and supervising subordinates.

EDUCATION AND EXPERIENCE: Any combination of training and experience which would provide the required knowledge and skill. A typical way to obtain the required knowledge and skill would be:
612

CITY OF WEST SACRAMENTO
CONSTUCTION INSPECTOR I/II (Continued)
3 Education: High school diploma or equivalent supplemented by courses in drafting, surveying, algebra, geometry, and trigonometry. Additional course work related to civil engineering is desirable.

Experience: Construction Inspector I: Four (4) years experience of increasingly responsible sub-professional engineering field and office work. Construction Inspector II: Six (6) years experience of increasingly responsible sub-professional engineering work. Supervisory experience is desirable. Related education beyond the high school diploma or equivalent may be substituted for up to two (2) years of the experience requirement. (Sixty (60) semester units are equivalent to one (1) year of experience.)
LICENSES AND CERTIFICATES: Valid California driver's license. Possession of, or ability to obtain, State of California Water Distribution Operator Grade 2 (D2) certificate within twelve (12) months of employment.

WORKING CONDITIONS: May serve as staff to commissions and may be required to attend off-hour and/or off-site meetings.

PHYSICAL DEMANDS: Must possess mobility to work in a standard office setting and use standard office equipment, including a computer; to inspect various commercial and residential development sites, including traversing uneven terrain, climbing ladders, stairs and other temporary or construction access points; to attend meetings and to operate a motor vehicle; vision to read printed materials and a computer screen and make inspections; and hearing and speech to communicate in person and over the telephone. Finger dexterity is needed to access, enter and retrieve data using a computer keyboard or calculator and to operate standard office equipment. Positions in this classification occasionally bend, stoop, kneel, reach, climb, push and pull drawers open and closed to retrieve and file information. Positions in this classification occasionally lift, move, and carry objects that typically weigh up to 40 pounds.

ENVIRONMENTAL ELEMENTS: Employees primarily in a construction environment.

Employees are occasionally exposed to loud noise levels, cold and hot temperatures, inclement weather conditions, road hazards, vibration, confining workspace, chemicals, mechanical and/or electrical hazards, and hazardous physical substances and fumes. Employees may work in an office environment with moderate noise levels and controlled temperature conditions, and partially in the field. Employees may interact with upset staff and/or public and private representatives, and contractors in interpreting and enforcing departmental policies and procedures.

Adopted: 9/27/2023
Revised
Maintenance Update:

Title Change:

Job Category: Paraprofessional
Employee Group: Specialists & Professionals
Bargaining Unit: N/A
At-Will:  Yes  No
Form 700:  Yes  No
FLSA Status:  Non-Exempt  Exempt
613

CITY OF WEST SACRAMENTO

CONSTRUCTION INSPECTOR III
DEFINITION: The Construction Inspector III performs a variety of complex and difficult paraprofessional office, field construction inspection and engineering functions in the Construction Management and Facilities Development Division of the Capital Projects Department.

SUPERVISION RECEIVED AND EXERCISED: Receives direction from the division or section head to which assigned. This position may oversee, monitor, or supervise the work of subordinate technical staff.

CLASS CHARACTERISTICS: The Construction Inspector III is distinguished by the difficulty and complexity of the work performed and/or by the responsibility for supervision of subordinate technical positions.

EXAMPLES OF ESSENTIAL FUNCTIONS: (Illustrative Only): Management reserves the right to add, modify, change or rescind the work assignments of different positions and to make reasonable accommodations so that qualified employees can perform the essential functions of the job.
 Interprets City and department policy regarding project design, construction and operations.  Provides department, division, or section information to the public and other governmental agencies, in person or through other forms of communication.  Attends community meetings to respond to public questions, concerns, and complaints.  Maintains accurate records and files.
 Plans, schedules and coordinates the work of subordinate technical staff.  May supervise and evaluate subordinate technical staff.  Assists in the development and implementation of Construction Services Programs.  Assists in the development and monitoring of the Construction Services Section budget.  Assists on the audits of field performance of construction to confirm accuracy of inspection and conformance with contract provisions, plans, specifications, sound construction practices, and appropriate regulations and rules relative to construction projects dedicated to the public.
 Assists in the review of plans and specifications for constructability.  Assists in training of Construction Services staff to improve proficiency.  Conducts or assists in field survey and collection of data for planning improvements.  Proposes, develops, and implements policies and procedures to improve coordination of Construction Services projects with other Public Works divisions, City departments, and contractors.
 Prepares or assists with a variety of correspondence and reports on operations and activities for the department and City Council.
 Prepares, coordinates, and reviews the preparation of status reports relating to Construction Services activities.
614

CITY OF WEST SACRAMENTO
Construction Inspector III (Continued)
2  Inspects subdivisions, frontage developments, encroachment permits and capital improvements including pumping stations, treatment facilities and structures.  Inspects and provides technical assistance on difficult and complex projects or Construction Services problems.
 Assists in resolving conflicts between inspectors and contractors.  Performs the duties of the Alternate Radiation Safety Officer for the Engineering Division as prescribed by State law.
 Assists in processing Contract Change Orders and progress payments for Capital Improvement Projects.
 Responds to public inquiries.
 Represents the City and department at a variety of meetings.  Performs the most complex construction services as needed.  Performs those tasks specified for the Construction Inspector I/II classification.

QUALIFICATIONS:

Knowledge of: Applicable codes, regulations, and standards; engineering principles, practices, standards and equipment used in engineering design, drafting, field survey work and construction inspection, depending upon assignment; proper materials, methods, regulations, and requirements relative to the construction and installation of streets, gutters, storm drains, waterlines, sanitary sewers, traffic signals, street lights, dry conduits, culverts, park and landscape improvements and related facilities installed on public rights-of-way; tools, surveying instruments, and equipment used in public works construction; safety standards in the construction trade; basic soil mechanics and geology, depending upon assignment; principles and practices of effective supervision, training and personnel management; possible defects and faults in public works construction projects and effective measures for correction.

Skill in: Reading, evaluating, and inspecting complex construction drawings and technical reports; preparing and maintaining records, drawings, and reports related to assigned section; establishing cooperative working relationships with other City staff, the public, and outside agencies; communicating effectively both orally and in writing; organizing, planning, and assigning work; supervising, training, and evaluating assigned staff; dealing firmly and tactfully with staff, contractors, engineers, and property owners.

EDUCATION AND EXPERIENCE: Any combination of training and experience which would provide the required knowledge and skill. A typical way to obtain the required knowledge and skill would be:

Education: Completion of sixty (60) semester units of applicable college level courses including construction management, drafting, technology, mathematics, physical sciences, computers or related fields, depending upon section to which assigned.

Experience: Six (6) years of increasingly responsible experience in the field of public works inspection, engineering, survey, design, drafting, traffic, flood protection or related field, 615

CITY OF WEST SACRAMENTO
Construction Inspector III (Continued)
3 depending upon assigned section. Related education beyond the initial sixty (60) semester units may be substituted on a year-for-year basis for up to three (3) years of the experience requirement. (Sixty semester units are equivalent to one year of experience.) LICENSES AND CERTIFICATES: Possession of a valid Class “C” California driver license.

Possession of certificate of training on radiation safety and use of nuclear density gauges upon hire or within six (6) months of hire date. Possession of, or ability to obtain, State of California Water Distribution Operator Grade 2 (D2) certificate within twelve (12) months of employment WORKING CONDITIONS: May be required to attend off-hour and/or off-site meetings.

PHYSICAL DEMANDS: Must possess mobility to work in a construction or field environment including exposure to loud noise, frequent exposure to chemicals, fumes, and other environmental substances; depending upon assignment, mobility to inspect various commercial and residential development sites, including traversing uneven terrain, climbing ladders, stairs and other temporary or construction access points; mobility to work in a standard office setting and use standard office equipment, including a computer; to attend meetings and to operate a motor vehicle; vision to read printed materials and a computer screen and make inspections; and hearing and speech to communicate in person and over the telephone. Finger dexterity is needed to access, enter and retrieve data using a computer keyboard or calculator and to operate standard office equipment. Positions in this classification occasionally bend, stoop, kneel, reach, climb, push and pull drawers open and closed to retrieve and file information.

Positions in this classification occasionally lift, move, and carry objects that typically weigh up to 50 pounds.

ENVIRONMENTAL ELEMENTS: Employees generally work in a construction or field environment including inclement weather conditions and construction and traffic hazards.

Employees may also work in an office environment with moderate noise levels, controlled temperature conditions and no direct exposure to hazardous physical substances. Employees may interact with upset staff and/or public and private representatives in interpreting and enforcing department guidelines, policies and procedures.

Adopted: 9/27/2023
Revised:

Maintenance Update:

Title Change:

Job Category: Paraprofessional
Employee Group: Specialists & Professionals
Bargaining Unit: N/A
At-Will:  Yes  No
Form 700:  Yes  No
FLSA Status:  Non-Exempt  Exempt
616

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 27, 2023 ITEM # 23
SUBJECT:

CONSIDERATION OF AGREEMENT WITH COUNTY OF YOLO FOR ANIMAL CONTROL SERVICES FOR FISCAL YEAR 2023-24
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [ X ] Staff
[ ] Other
Meaghan Stiles, Program Manager
City Manager’s Office
ATTACHMENT [ ] Yes [ ] No [ ] Information [ ] Direction [ X ] Action

OBJECTIVE
The purpose of this report is to seek City Council approval of an agreement with the County of Yolo for animal control services for fiscal year 2023-24.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council approve and authorize the Mayor to execute the attached 1-year, $943,029 agreement with the County of Yolo for animal control services for fiscal year 2023-24.

BACKGROUND
West Sacramento and other cities in Yolo County have contracted with the County of Yolo for animal control services for many years. The County Sherriff has responsibility for animal control services, including the operation of an animal shelter. The cost for providing these services is passed through to all cities in the county and the University of California at Davis, with the County absorbing the cost of service to the unincorporated areas. In recent years, the cost-of-service provision through the Yolo County Sherriff’s Office has risen substantially. Between FY 2019-20 and FY 2022-23, the cost of animal control services increased from $665,942 to $824,011, a jump of 20% in just 3 years. The FY 2023-24 agreement has been set at $943,029 (quarterly payments of $235,758).

The general trend towards cost increases for animal control services in Yolo County occurs against a backdrop of an aging and increasingly inadequate animal shelter, which has been the subject of extensive analysis by Yolo County and its cities. The Animal Control Services Division staff includes animal control officers who respond to calls for service in our community, and animal shelter staff who maintain a safe and humane environment for animals that have been taken to the shelter. Additionally, the Division has and/or contracts for veterinary and other staff available to care for injured animals. The Division performs all animal control services for the city, including animal licensing, pick up of stray or injured animals, pick up of dead animals, quarantine of animals when required, and the sheltering, release and adoption of impounded animals. For health and safety reasons, some animal services such as vicious animal calls or dog bite reports are mandated.

The cost of providing these services is allocated between the County and the cities based upon an agreed-upon methodology that includes allocation of fixed annual costs, as well as a proportional share of "variable" costs, based on a three-year average of the number of service calls received from each jurisdiction (animal control) and the number of animals housed at the shelter (animal services).

The County also collects and retains all fees (license fees collected from pet owners, redemption fees, neutering fees, etc.) for the animal control program. Each jurisdiction is, in turn, is credited for fees collected. Previously, the contract amount for a fiscal year was calculated as the net amount of the total cost of service, less the anticipated fee revenues. Beginning in FY 21/22, the contract cost is the total cost of service without credit for any revenues. Actual revenues received will be offset against quarterly invoiced costs. A more detailed breakdown of cost allocation methodology is provided in Attachment 2.

ANALYSIS
The attached agreement provides for animal control services by the County of Yolo, through the Sherriff’s Department/Animal Control Division. Except as noted below, the terms of the proposed agreement are largely unchanged from past agreements.

As proposed, the City of West Sacramento’s contract amount for FY2023/24 represents approximately 24% of the overall cost of countywide animal services. Animal Services Division statistics show that by comparison, the cities of Winters and Davis provide 3% and 15% of program costs, respectively, while Woodland accounts for 617
Animal Control Serviced Agreement 2023-24
September 27, 2023

30%. UC Davis accounts for 1% of the total costs. The balance (27%) is allocated to Yolo County to cover the unincorporated areas of the County.

The proposed contract between Yolo County and the City of West Sacramento for animal services from July 1, 2023 through June 30, 2024, results in an annual cost of $943,029 with offsets for any revenue collected throughout the year. Any future changes to the overall Animal Services scope of work, contract services and/or amount will be executed through an amendment of the attached agreement. A newly assessed Indirect/ Administrative Costs and Salary Allocation was included in this year’s agreement, which will phase in over a 3- year period starting at 40% for FY 2023-24 (included in this year’s allocation), 70% for FY 2024-25, and 100% for FY 25-26, respectively. Following feedback from all local jurisdictions, Yolo County will complete a study regarding non-adoption fees and fines assessed by Yolo County Animal Services. The study will be provided to jurisdictions for input and review prior to finalization. The study will be completed in FY 2023-24 and will be used to inform updates to fee/fine amounts or types of fees/fines assessed. A summary of these efforts will be included in the year-end reporting for FY 2023-24.

The County and representatives from the participating jurisdictions have established a planning JPA group to develop a strategic plan for the provision of animal services in Yolo County. The goal of establishing the working group was to provide an increased role for participating agencies in policy decisions that impact operating costs of the existing program, as well as to explore options for construction of a new animal shelter. Currently, staff attends the JPA meetings (but is not a voting member) and participates in a staff working group that meets monthly. At the August JPA meeting, Yolo County Staff were directed to send a letter to the City of West Sacramento formally asking for the City to join the JPA as a voting member.

Environmental Considerations
N/A
Commission Recommendation
N/A
Strategic Plan Integration
Providing animal control services supports the City’s goal to provide Core Services & Infrastructure.

Alternatives
The City Council’s primary alternatives are summarized below:

1. Authorize the Mayor or her designee to execute the attached one-year, $943,029 agreement with the County of Yolo for animal control services for fiscal year 2023-24; and take any actions necessary in order to effectuate the provision of animal control services in West Sacramento consistent with the terms described in this report.

2. Authorize the Mayor or her designee to execute the attached agreement, subject to specific changes as directed by the City Council;

3. Direct staff to bring the proposed agreement back at a future date with changes and/or additional analysis; or,

4. Decline to authorize the execution of the attached agreement and direct staff to cease work on this issue.

Alternative 1 is staff’s recommendation. Staff is prepared to effectuate Alternatives 2 or 3 at the Council’s direction. Staff does not recommend Alternative 4, because, upon termination of the existing agreement with Yolo County, it would leave residents without access to animal control services.

Coordination and Review
This report was prepared by the City Manager’s Office in collaboration with the City Attorney’s office and the Finance Department.

Budget/Cost Impact
The proposed cost in FY 2023-24 is $943,029, but with the potential for approximately $107,639 in savings from licensing and other revenue credits, the total cost is expected to be around $835,380. The cost for Animal Services is a General Fund expenditure and Council approved an appropriation of $854,000 for Animal Services in FY 2023-24. There is budget contingency in the General Fund in the event the total costs exceeds the appropriation.

ATTACHMENTS

1. Agreement for Animal Control Services for 2023-24

2. Cost Allocation Methodology
618
1 Attachment 1
County of Yolo
CMO23-216 Animal Control Services
Expires 6/30/2024
YOLO COUNTY AGREEMENT NO.

AGREEMENT BETWEEN THE COUNTY OF YOLO AND THE CITY OF

DAVIS, CITY OF WEST SACRAMENTO, CITY OF WINTERS, CITY OF

WOODLAND, AND UNIVERSITY OF CALIFORNIA, DAVIS FOR

ANIMAL CONTROL SERVICES
This Agreement (“Agreement”) is made and entered into this 1st day of July 2023, by and between the County of Yolo, a political subdivision of the State of California (“County”) and the Cities of: Davis, West Sacramento, Winters, and Woodland, municipalities under the laws of the State of California, and The Regents of the University of California on behalf of its Davis campus (“Recipients”).

RECITALS
WHEREAS, the Recipients have a need for animal control services within their areas under their jurisdiction and control; and
WHEREAS, the County has been competently providing these animal control services to the Recipients for several years; and
WHEREAS, the Recipients have expressed their desire to have the County continue to provide animal control services within the Recipients’ territory subject to the terms of this Agreement; and WHEREAS, the County is willing to continue to provide animal control services within the territory of the Recipients subject to the terms of this Agreement.

NOW, THEREFORE, the Recipients and the County agree as follows:

I. SERVICES TO BE PROVIDED BY THE COUNTY
A. Subject to the terms of this Agreement, the County shall provide animal control services, through the Animal Services division of its Sheriff’s Office, within the territory of the Recipients. Services provided are described as follows:

1. The pickup of stray animals not in the presence of their owners that may be injured or sick and require the provision of veterinary care per Penal Code section 597.1. County shall provide, at its expense, microchip scanners to jurisdictional partner agencies, and shall provide training in the usage of the equipment. Local agencies shall make reasonable effort to identify and return lost or stray animals to their proper owner prior to contacting County Animal Services.

2. County, in coordination with and incorporating recommendations and input from Recipients, shall develop a social media toolkit to assist County and Recipients in promoting licensing and microchipping of animals and will also develop a comprehensive Community Engagement Workplan to guide future community outreach efforts; the toolkit and workplan will be developed no later than March 619
2 Attachment 1
County of Yolo
CMO23-216 Animal Control Services
Expires 6/30/2024
15, 2024.

3. The provision of rabies control, including the quarantine of bats, raccoons, skunks, foxes, or other animals that are suspected of rabies infection and have had contact with a person or domestic animal, and the pickup of these animals for testing and licensing per Health and Safety Code sections 120210-121690.

4. The pickup and disposal of animal carcasses found on public property. Disposal of carcasses located on or adjacent to highways are the responsibility of CalTrans. Disposal of carcasses on private property are the responsibility of the property owner; County may agree to collect carcasses from private property at request of the property owner and will assess an appropriate fee.

5. Response to vicious animals.

6. Response to free roaming or contained stray dogs.

7. Assistance to the Sheriff’s Office, local police departments, California Highway Patrol, local fire departments, and other emergency response agencies with the items listed above.

8. Response to Animal Complaint Reports such as barking dogs, trespassing animals, crowing fowl or other nuisance complaints made during regular field service hours shall be forwarded to the appropriate local enforcement agency for initial response.

For ongoing or persistent nuisance complaints, Animal Services will investigate to bring the issue to resolution. For complaints brought directly to a County agent’s attention in the field, if the agent believes the complaint may be immediately addressed without the need to forward or involve other agencies they may choose to respond at their own discretion.

9. The County will respond to calls regarding animals classified as wildlife if there is an immediate rabies control issue. For wildlife calls lacking a rabies concern, County will respond if no other agency or service is available to respond.

10. County will provide licensing services and enforcement thereof as described in the Yolo County Code and/or Municipal Animal Ordinances.

B. Field services shall be limited to 8:00 a.m. to 5:00 p.m., six days a week, Monday through Saturday. S h e l t e r s e r v i c e s s h a l l b e l i m i t e d t o 1 0 : 0 0 a m t o 5 : 0 0 p m M o n d a y t h r o u g h F r i d a y , a n d 1 0 : 0 0 a m t o 4 : 0 0 p m o n S a t u r d a y . Services will be provided outside these hours only when authorized in advance by a representative of the Recipient, except when required by Health and Safety Code sections 121595 and 121600 or Penal Code section 597.1.

C. The County agrees to operate and maintain its kennels and animal shelter in a sanitary condition at all times in accordance with the laws of the State of California.

D. The County shall provide all facilities, equipment, personnel, labor, supervision, 620
3 Attachment 1
County of Yolo
CMO23-216 Animal Control Services
Expires 6/30/2024
supplies, and materials necessary to provide the animal control services required by this Agreement; however, in all instances where special supplies, stationary, notices, forms and the like must be issued in the name of a Recipient, the same shall be supplied by the Recipient at its own cost and expense.

E. The County shall complete a study regarding non-adoption fees and fines assessed by Yolo County Animal Services. The study will be provided to Recipients for input and review prior to finalization. The study will be completed in FY 2023-24 and will be used to inform updates to fee/fine amounts or types of fees/fines assessed.

A summary of efforts will be included in the year-end reporting for FY 2023-24.

II. COMPENSATION TO BE PAID BY THE RECIPIENTS
A. Recipients agree to compensate the County on a quarterly basis, in the following amount:

Contract Period 07/01/2023-06/30/2024
Party Compensation Quarterly Payment
City of Davis $604,576 $151,145
City of West Sacramento $943,029 $235,758
City of Winters $86,068 $21,518
City of Woodland $1,184,000 $296,000
UC Davis $68,721 $17,181
B. Quarterly payment is due and payable by check within 30 days of receipt of invoice.

Invoicing will occur quarterly in four equal installments equaling the amount listed in Section II (A), and as modified in Section II (C).

C. Quarterly Payment Credit - In consideration of the rendition of the forgoing services by the County, the Recipients agree that the County shall be entitled to any and all license and other fees provided for in the Yolo County Code and/or Municipal Animal Ordinances. A review of revenue collected from licensing and other revenue sources from within the Recipients’ jurisdictions will be conducted on a quarterly basis. The Recipients’ portion of revenue for licensing and from other revenue sources will be reduced from the quarterly invoice from the County.

D. Hourly Rates – The County may bill the Recipients, in addition to the annual agreed compensation, an additional hourly fee for services provided outside of normal operational hours or for extraordinary incidents. An “Extraordinary Incident” is defined as an incident that requires more than ten (10) county staff hours. The hourly f ee is $47.00 per hour. The County will bill these charges 621
4 Attachment 1
County of Yolo
CMO23-216 Animal Control Services
Expires 6/30/2024
quarterly.

E. Savings – Any unspent portion of annual payment resulting from unanticipated animal services savings will be placed in an “Animal Services Reserve Fund” for uses approved in the Animal Services Reserve Account Policy. Savings will be identified within the “Animal Services Budget Forecast” that the County will provide the Recipients. Funds will be utilized per established County policy, with appropriate notice to local jurisdictions and approval by the Yolo County Board of Supervisors.

F. County shall retain all impounding fees and revenue derived from the adoption and redemption of animals at the County shelter as additional compensation for the care and feeding of such animals.

G. Newly assessed Indirect/Administrative Costs and Salary Allocation costs shall be phased in over a three-year period using the following percentages:

FY 23-24: 40%
FY 24-25: 70%
FY 25-26: 100%
III. REPORTS
The County shall provide the Recipients with quarterly and year-end statistical reports regarding field hours, calls, citations, adoptions, redemptions, licenses, fees, volunteer hours, and such additional information as the County deems appropriate or as reasonably requested by Recipients. In addition, the after-hours callout dispatch records will be attached with the monthly statistics for review. No charge will be made for these materials. Quarterly reports will be due within 45 days of the end of each quarter, and the year-end report will be due within 60 days of the end of the Fiscal Year.

IV. CONTRACT EXTENSIONS
The contract shall be extended twice for one year per extension unless the participating City/UCD opts out as provided in this Section. The County will provide rates for the extension period no later than March 15 of each year. Any election to opt out of the extension must be exercised by the participating City/UCD within 45 days from its date of receipt of the extension rates. A written reminder of the extension and opt out rights will be provided alongside Q2 invoices.

V. OWNERSHIP OF DOCUMENTS AND WORK PRODUCTS
All professional and technical documents and information developed under this Agreement, and all work product, including writings, worksheets, reports, and related data, materials, copyrights and all other rights and interests therein, shall remain the property of the County.

VI. RECORDS RETENTION
622
5 Attachment 1
County of Yolo
CMO23-216 Animal Control Services
Expires 6/30/2024
The County agrees to keep such books and records concerning the services it provides pursuant to this Agreement in such form and manner as the County Auditor may specify. These books and records shall be open for examination by Recipient officials at all reasonable times.

VII. TERM AND TERMINATION
A. The term of this Agreement shall be from July 1, 2023, until June 30, 2024, unless extended in accordance with Section IV or sooner terminated as hereinafter provided.

B. Should any party fail to substantially perform its obligations in accordance with this Agreement, the other party or parties may notify the defaulting party of such default in writing and provide not less than 15 days to cure the default. Such notice shall describe the default and shall not be deemed a forfeiture or termination of this Agreement. If such default is not cured within said 15-day period (or such longer period as is specified in the notice or agreed to by the parties), the party that gave notice of default may terminate this Agreement upon not less than 15 days advance written notice. The foregoing notwithstanding, neither party waives the right to recover damages against the other for breach of this Agreement.

C. This Agreement may be terminated for any reason by either party at any time during the term of this Agreement, provided that thirty 30 days’ written notice is given.

VIII. INDEMNIFICATION
Each party shall indemnify, defend, protect, hold harmless, and release the other, their elected bodies, officers, agents, and employees, from and against any and all claims, losses, proceedings, damages, causes of action, liability, costs, or expense (including attorneys’ fees and witness costs) arising from or in connection with, or caused by any negligent act or omission or willful misconduct of such indemnifying party. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers’ compensation acts, disability benefit acts, or other employee benefit acts.

IX. APPLICABLE LAWS
In the performance of the services required by this Agreement, both parties shall comply with all applicable Federal, State, and County statutes, ordinances, regulations, directives and laws. The laws of the State of California shall govern the validity, enforceability or interpretation of this Agreement. Any action or proceeding arising out of this Agreement shall be filed and resolved in the Superior Court of California, County of Yolo.

X. NOTICE
A. Any notice necessary to the performance of this Agreement shall be given in writing by personal delivery or by prepaid first-class mail addressed as provided below:

City of Davis: City of Davis City Manager’s Office
623
6 Attachment 1
County of Yolo
CMO23-216 Animal Control Services
Expires 6/30/2024
23 Russell Blvd, Suite 1
Davis, CA 95616
Attn: Michael Webb
(530) 757-5602
City of West Sacramento: City of West Sacramento City Manager’s Office 1110 West Capitol Avenue, 3rd Floor
West Sacramento, CA 95691
Attn: Aaron Laurel
(916) 617-4500
City of Winters: City of Winters City Manager’s Office
318 1st Street
Winters, CA 95694
Attn: Kathleen Salguero Trepa
(530) 794-6702
City of Woodland: City of Woodland City Manager’s Office 300 First Street
Woodland, CA 95695
Attn: Ken Hiatt
(530) 661-5800
UC Davis: The Regents of the University of California
One Shields Avenue
Davis, CA 95616
Attn: Valerie A. Roque
(530) 661-5800
County: Yolo County Sheriff’s Office
140 Tony Diaz Drive
Woodland, CA 95776
Attn: Denny Cheuk
(530) 668-5264
B. Either party may change the address or other contact information to which such communications are to be given by providing the other parties with written notice of such change at least 15 calendar days prior to the effective date of the change.

XI. AMENDMENT
This Agreement may be amended only by written instrument signed by all parties.

XII. WAIVER
Any failure of a party to assert any right under this Agreement shall not constitute a waiver or a termination of that right, under this Agreement or any of its provisions. 624
7 Attachment 1
County of Yolo
CMO23-216 Animal Control Services
Expires 6/30/2024
XIII. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. In the event of a dispute between the parties as to the language of this Agreement or the construction or meaning of any term hereof, this Agreement shall be deemed to have been drafted by the parties in equal parts so that no presumptions or inferences concerning its terms or interpretation may be construed against any party to this Agreement.
625
8 Attachment 1
County of Yolo
CMO23-216 Animal Control Services
Expires 6/30/2024
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

County of Yolo City of Davis
By By
Oscar Villegas, Chair Will Arnold, Mayor
Yolo County Board of Supervisors City of Davis
Attest: Attest:

Julie Dachtler, Deputy Clerk [Insert Name], City Clerk
Board of Supervisors City of Davis
By By
Deputy (Seal) Deputy (Seal)
Approved as to Form: Approved as to Form:

By By
Philip Pogledich, County Counsel [Insert Name], City Attorney City of West Sacramento City of Winters
By By
Aaron Laurel, City Manager Bill Biasi, Mayor
City of West Sacramento City of Winters
Attest: Attest:

Jennifer Cusmir, City Clerk [Insert Name], City Clerk
City of West Sacramento City of Winters
By By
Deputy (Seal) Deputy (Seal)
Approved as to Form: Approved as to Form:

By By
Jeff Mitchell, City Attorney [Insert Name], City Attorney 626
9 Attachment 1
County of Yolo
CMO23-216 Animal Control Services
Expires 6/30/2024
City of Woodland University of California, Davis
By By
Victoria Fernandez, Mayor [Insert Name, [Insert Title]
City of Woodland University of California, Davis
Attest: Attest:

Ana Gonzalez, City Clerk [Insert Name], Clerk
City of Woodland University of California, Davis
By By
Deputy (Seal) Deputy (Seal)
Approved as to Form: Approved as to Form:

By By
Ethan Walsh, City Attorney [Insert Name], Attorney
627
Attachment 2 – Cost Allocation Methodology
Costs relating to the provision of Animal Services within Yolo County and participating jurisdictions are allocated between the County and Recipients utilizing the following methodology:

1. As part of its annual budget cycle, County prepares a budget for its Animal Services division for the upcoming fiscal year.

2. Total expenditures are split into two portions: 35% of the total is considered Fixed Costs, and 65% is considered Variable Costs. Variable Costs further divides into Shelter and Patrol Costs.

3. 95% of Fixed Costs are allocated equally between County and Cities of Davis, West Sacramento and Woodland. 5% of Fixed Costs are allocated equally between the City of Winters and UC Davis.

4. The Variable Costs are apportioned among the County and Recipients based on three-year rolling averages of Patrol Calls and Animal Intake originating from each jurisdiction. a. To complete the calculation, costs are split into Patrol Costs and Shelter Costs. The three-year average is then used to determine County and Recipient share of each pool.

E.g. for Fiscal Year 2023, County share of Shelter Costs was 23.59%, and Patrol Costs was

19.5%. The average used for this allocation is reassessed annually as part of the annual cost calculations.

5. Compensation due for contracted services is a sum of the allocated Fixed and Variable Costs. 628

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 27, 2023 ITEM # 24
SUBJECT:

CONSIDERATION OF APPROVAL OF THE MINUTES OF THE AUGUST 16, 2023

REGULAR MEETING OF THE WEST SACRAMENTO CITY COUNCIL, REDEVELOPMENT

SUCCESSOR AGENCY, AND WEST SACRAMENTO FINANCING AUTHORITY INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Jennifer Cusmir, City Clerk
City Manager’s Office
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The objective of this report is to provide the City Council with the draft minutes of the August 16, 2023 Regular Meetings of the West Sacramento City Council, Redevelopment Successor Agency, and West Sacramento Financing Authority.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council approve the minutes of the August 16, 2023 Regular Meetings of the West Sacramento City Council, Redevelopment Successor Agency, and West Sacramento Financing Authority.

BACKGROUND
N/A

ANALYSIS
N/A
Environmental Considerations
N/A
Commission Recommendations
N/A
Strategic Plan Integration
N/A
Coordination and Review
N/A
Budget Cost Impact
N/A

ATTACHMENT
1) Draft Minutes of the August 16, 2023, Regular Meeting of the West Sacramento City Council, Redevelopment Successor Agency, and West Sacramento Financing Authority 629

WEST SACRAMENTO CITY COUNCIL AND

WEST SACRAMENTO REDEVELOPMENT SUCCESSOR AGENCY AND

WEST SACRAMENTO FINANCING AUTHORITY
City Council Regular Meeting
AUGUST 16, 2023 MINUTES
The meeting was called to order at 7:23 p.m.

Present
Mayor Martha Guerrero; Mayor Pro Tem Quirina Orozco; Council Member Norma Alcala; Council Member Dawnte Early; Council Member Verna Sulpizio Hull City Attorney Mitchell reported that the City Council met in Closed Session and no action was taken.

GENERAL ADMINISTRATION FUNCTION – PART I

1. PRESENTATIONS BY THE PUBLIC ON MATTERS NOT ON THE AGENDA WITHIN THE

JURISDICTION OF THE COUNCIL
The Council is prohibited from discussing issues not on the agenda brought to them at this time.

According to State Law (the Brown Act), items must first be noticed on the agenda before any discussion or action.

The City Council received public comment on items not on the agenda within the City's jurisdiction.

PRESENTATIONS
None.

CONSENT AGENDA
Approved the Consent Agenda.

MOTION: Orozco SECOND: Early
Roll Call Vote
YES: Guerrero, Orozco, Alcala, Early, Sulpizio Hull; NO: (None); ABSTAIN: (None); ABSENT:
(None); RECUSED: (None); MOTION PASSED

2. Capital Projects

CONSIDERATION OF APPROVAL OF AMENDMENT AND ASSUMPTION OF A CONTRACT FOR PROFESSIONAL SERVICES FROM DOMENICHELLI & ASSOCIATES, INC. TO DUGAN MANAGEMENT & ENGINEERING, INC. AND APPROVAL OF A PROFESSIONAL SERVICES

CONTRACT WITH WOOD RODGERS FOR ENGINEERING SERVICES FOR THE RIVERWALK TRAIL SOUTH EXTENSION PROJECT (CIP 15131)
Approved the Amendment and Assumption of Contract for Professional Services from Domenichelli & Associates, Inc. to Dugan Management and Engineering, Inc; authorized the City Manager or his designee to execute the transfer of the professional services contract from D&A to DM&E for the remaining contract amount of $373.522.50; authorized the City Manager to execute non-substantive changes or modifications to the DM&E Contract for Professional Services, with approval from the City Attorney; authorized the City Manager or his designee to 630
2 make contract amendments up to 15% ($60,840) of the original contract value; awarded a professional services contract with Wood Rodgers for professional engineering services for the Riverwalk Trail South Extension Project; authorized the City Manager or his designee to execute a professional services contract Wood Rodgers for an amount not to exceed $617,283.00; authorized the City Manager to execute non-substantive changes or modifications to the Wood Rodgers Contract for Professional Services, with approval from the City Attorney; andauthorizeed the City Manager or his designee to make contract amendments up to 15% ($92,593) of the value of the contract.

3. Capital Projects
CONSIDERATION OF AMENDMENT NO. 1 TO THE CONTRACT FOR SERVICES WITH HITOUCH BUSINESS SERVICES; AMENDMENT NO. 2 TO THE CONTRACT FOR SERVICES WITH HAMMEL, GREEN & ABRAHAMSON (HGA); AND AMENDMENT NO. 1 TO THE CONSTRUCTION CONTRACT WITH JPB DESIGNS,INC. FOR THE CITY HALL ANNEX PROJECT (CIP 54019)
Approved Amendment No. 1 to the Contract for Services with HiTouch Business Services in the amount of $10,000 for the West Gateway Place Contract (CIP 54019); approved Amendment No. 2 to the Contract for Services with HGA in the amount of $44,720 for the 820 Delta Lane Tenant Improvement Contract (CIP 54019); approved Amendment No. 1 to the Construction Contract with JPB Designs, Inc. in the amount of $46,788.02 for the West Gateway Place Contract (CIP 54019); delegated authority to the City Manager, or his designee, to execute Amendment No. 1 to the Contract for Services with HiTouch Business Services for the West Gateway Place Contract (CIP 54019); delegated authority to the City Manager, or his designee, to execute Amendment No. 2 to the Contract for Services with HGA for the 820 Delta Lane Tenant Improvement Contract (CIP 54019); and delegated authority to the City Manager, or his designee, to execute Amendment No. 1 to the Construction Contract with JPB Designs, Inc. for the West Gateway Place Contract (CIP 54019) and execute any amendments or change orders up to an additional 15% ($7,018.20).

4. Capital Projects
CONSIDERATION OF RESOLUTION 23-62 AMENDING THE CAPITAL IMPROVEMENT PROGRAM (CIP) AND APPROVING AMENDMENT 2 TO THE PROFESSIONAL SERVICES CONTRACT WITH ZANJERO, INC. FOR THE WATER MASTER PLAN UPDATE (CIP 21037) Adopted Resolution 23-62 amending the Capital Improvement Program budget for CIP 21037 and approved and authorized the City Manager, or his designee, to execute Amendment 2 to the professional services contract with Zanjero, Inc. in the amount of $126,513.

5. Community Development
CONSIDERATION OF THE FIRST AMENDMENT TO THE “DEFERRED FIRE ACCESS AGREEMENT” BETWEEN THE CITY OF WEST SACRAMENTO AND 801 RIVERFRONT

PROPERTY OWNER, LLC
Approved the First Amendment to the Deferred Fire Access Agreement (Amendment) between the City of West Sacramento and 801 Riverfront Property Owner, LLC for the WEST project.

6. Community Development
CONSIDERATION OF RESOLUTION 23-65 APPROVING THE FINAL MAP OF SUBDIVISION NO. 5211 AND SUBDIVISION NO. 4936, “FOUR40 WEST” ALONG WITH THE ASSOCIATED

SUBDIVISION IMPROVEMENT AGREEMENT AND PRIVATE ROAD AGREEMENT Adopted Resolution 23-65 approving the Final Map of Subdivisions 5211 and 4936, “Four40 West”, and the associated Subdivision Improvement Agreement and Private Road Agreement.

7. City Manager's Office
631
3 REQUEST FOR CONSIDERATION OF RESOLUTION 23-64 AUTHORIZING AN APPROPRIATION OF $661,470 FOR STRATEGIC AND CRISIS COMMUNICATIONS

CONSULTING AND OTHER COMMUNICATIONS AND PUBLIC OUTREACH IMPROVEMENTS Approved Resolution 23-64, approving an appropriation of $661,470 over the next two fiscal years for strategic and crisis communications consulting and public outreach improvements.

8. City Manager's Office

CONSIDERATION OF APPROVING A SUPPORT POSITION ON ASSEMBLY CONSTITUTIONAL AMENDMENT 1 (AGUIAR-CURRY) RELATING TO LOCAL GOVERNMENT FINANCING Approved a support position on ACA 1 (Aguiar-Curry) relating to local government financing, authorize the Mayor to sign and transmit the attached letter of support, and authorize the City Manager, or his designee, to take all actions necessary to support the legislation.

9. City Manager's Office
CONSIDERATION OF APPROVAL OF THE MINUTES OF THE AUGUST 2, 2023 REGULAR

MEETING OF THE WEST SACRAMENTO CITY COUNCIL, REDEVELOPMENT SUCCESSOR

AGENCY, AND WEST SACRAMENTO FINANCING AUTHORITY
Approved the minutes of the August 2, 2023 Regular Meeting of the West Sacramento City Council, Redevelopment Successor Agency, and West Sacramento Financing Authority.

PUBLIC HEARINGS
None.

REGULAR AGENDA

10. City Manager's Office
CONSIDERATION OF RESOLUTION 23-67, PROPOSED CHANGES TO FISCAL YEARS 2023/24 AND 2024/25 BENEFIT SUMMARIES FOR UNREPRESENTED EMPLOYEE GROUPS, UPDATES TO THE PUBLICLY AVAILABLE PAY SCHEDULE FOR FISCAL YEAR 2023/24, AND UPDATES TO THE AUTHORIZED POSITION LIST FOR FISCAL YEAR 2023/24 Approved the amended and updated Authorized Position List (APL) for Fiscal Year 2023/24; approved the amended and updated publicly available pay schedule (Classification Plan) for Fiscal Year 2023/24; approved the updated benefit summaries for the City Council, Specialists and Professionals, Confidential, Management, Safety Management and Executive Management groups for Fiscal Years 2023/24 and 2024/25; authorized the City manager to place employees newly hired into the Specialists and Professionals, Confidential, Management, Safety Management and Executive Management groups at an advanced vacation accrual tier within specified guidelines; approved amendments to Administrative Policy II-D-3 expanding the application of Exceptional Performance Awards to employees in the Management, Safety Management, Confidential, and Specialists & Professionals groups; and approved Resolution 23-67 authorizing budget appropriations to fund the changes proposed in the Benefit Summaries, revised APL, and revised Classification Plan.

MOTION: Orozco SECOND: Early
Roll Call Vote
YES: Guerrero, Orozco, Alcala, Early, Sulpizio Hull; NO: (None); ABSTAIN: (None); ABSENT:
(None); RECUSED: (None); MOTION PASSED
GENERAL ADMINISTRATION FUNCTION – PART II
632
4 11. COUNCIL COMMUNICATIONS / ASSIGNMENTS
Councilmember Sulpizio Hull reported on the August 7 City/School 2x2 meeting.

Councilmember Early reported on the Yolo Transportation District Subcommittee meeting.

Mayor Guerrero reported on a future California Leage of Cities Sacramento Valley Division event and the I-80 Project Ground Breaking.

12. COUNCIL APPOINTMENTS, REAPPOINTMENTS, REMOVALS TO/FROM CITY AND NONCITY BOARDS AND COMMISSIONS None.

13. PART II
A. Council Calendar
No report.

B. City Manager Report
No report.

C. City Attorney Report
No report.

D. Staff Direction from City Council Members
None.

E. Future Agenda Item Requests by Council
None.

F. Adjourn
Meeting was adjourned in memory of "Cap" Thompson at 7:58 p.m.

MOTION: Alcala SECOND: Sulpizio Hull
Roll Call Vote
YES: Guerrero, Orozco, Alcala, Early, Sulpizio Hull; NO: (None); ABSTAIN: (None); ABSENT:
(None); RECUSED: (None); MOTION PASSED
Jennifer Cusmir, City Clerk
Minutes approved as presented by a majority
vote of the City Council on September 27, 2023.

Jennifer Cusmir, City Clerk
633

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 27, 2023 ITEM # 25
SUBJECT:

PUBLIC HEARING TO CONSIDER ADOPTION OF RESOLUTION 23-71 APPROVING THE

ISSUANCE OF REVENUE BONDS BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY IN AN AMOUNT NOT TO EXCEED $35,000,000 TO FINANCE AND

REFINANCE THE ACQUISITION, CONSTRUCTION, DEVELOPMENT AND EQUIPPING OF THE 219-221 5TH STREET APARTMENTS
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Raul Huerta, Housing Manager
Economic Development and Housing
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
To provide the City Council with sufficient information to adopt Resolution 23-71 approving the issuance of revenue bonds by the California Municipal Finance Authority in an amount not to exceed $35 million to finance and refinance the acquisition, construction, development and equipping of the 219-221 5th Street Apartments.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council conduct a public hearing under the Tax and Equity Responsibility Act and, upon closing the hearing, approve Resolution 23-71 approving the issuance of revenue bonds by the California Municipal Finance Authority (CMFA) in an amount not to exceed $35 million to finance and refinance the acquisition, construction, development and equipping of the 219-221 5th Street Apartments.

BACKGROUND
On November 5, 2020, the Planning Commission approved the design review for the 219-221 5th Street Apartments (Project). The Project consists of 18 apartment units on a 0.25-acre site in a Residential – Multifamily (R-3) zone in the Washington neighborhood. Originally approved as a market-rate multifamily project, the Project will now be 100% affordable and will be owned and operated by 5 Sacramento, LLC, a California limited liability company. The Project was able to transition to 100% affordability thanks to an award of 17 Project Based Vouchers (PBV) from Yolo County Housing, $7.2 million low-income housing tax credits (LIHTC) from the California Tax Credit Allocation Committee and a $1.2 million Infill Infrastructure Grant (IIG) from the California Department of Housing and Community Development. A first mortgage estimated at $2.6 million backed by taxexempt bonds will provide the final piece of the financing.

The Project’s design includes a three-story apartment building fronting 5th Street at the northeast corner of 5th and C Streets at 219-221 5th Street. The Project includes 18 residential one-bedroom flats spread over the three levels and a nine-space surface parking lot. Seventeen of the units will be affordable at 30% of Area Median Income and one unit will be an exempt manager’s unit. The City of West Sacramento is not providing any financing for this Project.

ANALYSIS
The Project developer, 5 Sacramento LLC, requested that the CMFA serve as the municipal issuer of the bonds in an aggregate principal amount not to exceed $35,000,000 of tax-exempt revenue bonds. The proceeds of the bonds will be used to finance and refinance the acquisition, construction, development and equipping of the Project. For all or a portion of the bonds to qualify as tax-exempt bonds, the City of West Sacramento must conduct a public hearing (TEFRA Hearing) providing the members of the community an opportunity to speak in favor of or against the use of tax-exempt bonds for the financing of the Project. Prior to such TEFRA Hearing, reasonable notice must be provided to the members of the community. The required public notice of this TEFRA Hearing was published on September 15, 2023, in the News Ledger. Following the close of the TEFRA Hearing, the City Council must provide its approval of the issuance of the bonds for the financing of the Project.

The CMFA was created on January 1, 2004, pursuant to a joint exercise of powers agreement to promote economic, cultural and community development, through the financing of economic development and charitable activities throughout California. To date, over 350 municipalities, including the City of West Sacramento, have become members of CMFA. The CMFA was formed to assist local governments, non-profit organizations and businesses with the issuance of taxable and tax-exempt bonds aimed at improving the stand of living in California. The CMFA’s representatives and its Board of Directors have considerable experience in bond financings.
634
Reso 23-71 for 219-221 5th Street Apartments
September 27, 2023

The bonds to be issued by the CMFA for the Project will be the sole responsibility of 5 Sacramento, LLC, and the City of West Sacramento will have no financial, legal, moral obligation, liability or responsibility for the Project or the repayment of the bonds for the financing of the Project. All financing documents with respect to the issuance of the bonds will contain clear disclaimers that the bonds are not obligations of the City of West Sacramento or the State of California, but are to be paid for solely from funds provided by 5 Sacramento, LLC.

The Board of Directors of the California Foundation for Stronger Communities, a California non-profit public benefit corporation (the “Foundation”), acts as the Board of Directors for the CMFA. Through its conduit issuance activities, the CMFA shares a portion of the issuance fees it receives with its member communities and donates a portion of these issuance fees to the Foundation for the support of local charities. With respect to the City of West Sacramento, it is expected that that a portion of the issuance fee attributable to the City will be granted by the CMFA to the general fund of the City. Such grant may be used for any lawful purpose of the City.

Environmental Considerations
On November 5, 2020, the Planning Commission found the Project categorically exempt from the California Environmental Quality Act pursuant to the Class 32 Categorical Exemption (Section 15332 of the CEQA Guidelines). Since that time, none of the conditions in Public Resources Code Section 21166 and State CEQA Guidelines Sections 15162 have occurred and no additional environmental review for the Project is required under CEQA.

Commission Recommendation
The TEFRA Hearing is not a policy action that necessitates a Commission recommendation.

Strategic Plan Integration
The recommended action supports the 2023 Strategic Principle of Housing and Homelessness to “Provide housing options for everyone and services for the most vulnerable members of society.” Alternatives
The City Council’s primary alternative to the recommended action is to not hold the TEFRA Hearing and to not adopt Resolution 23-71. This alternative is not recommended because the bonds are needed to provide primary financing to construct the Project, which will add an additional 18 units of affordable housing to the City’s affordable housing supply.

Coordination and Review
Staff from the Community Development Department contributed to this report. The proposed Resolution 23-71 was reviewed by the City Attorney.

Budget/Cost Impact
The bonds to be issued by the CMFA for the Project will be the sole responsibility of 5 Sacramento, LLC, and the City of West Sacramento will have no financial, legal, moral obligation, liability or responsibility for the Project or the repayment of the bonds for the financing of the Project.

ATTACHMENT

1. Resolution 23-71
635
Attachment 1
RESOLUTION 23-71

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO

APPROVING A PLAN OF FINANCE INCLUDING THE ISSUANCE OF REVENUE

BONDS BY THE CALIFORNIA MUNICIPAL FINANCE AUTHORITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $35,000,000 TO FINANCE AND REFINANCE A QUALIFIED RESIDENTIAL RENTAL PROJECT FOR THE BENEFIT OF 5 SACRAMENTO

LIMITED PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP, AND CERTAIN OTHER

MATTERS RELATING THERETO
WHEREAS, 5 Sacramento, LLC, a California limited liability company, an affiliate of Brinshore Development, L.L.C. (the “Sponsor”), and Raise the Barr, a California nonprofit corporation (collectively, the “General Partner”), on behalf of 5 Sacramento Limited Partnership, a California limited partnership, or another ownership entity to be created by the General Partner or another affiliate of the Sponsor (such limited partnership or other ownership entity, the “Borrower”), have requested that the California Municipal Finance Authority (the “Authority”) undertake a plan of finance, including the issuance from time to time of one or more series of revenue bonds in an aggregate principal amount not to exceed $35,000,000 (together with a like amount of refunding bonds) (the “Bonds”) to finance and refinance the acquisition, construction, development and equipping of an 18-unit qualified residential rental project (the “Project”) to be owned and operated by the Borrower and located at 219-221 5th Street, which is situated south of B Street, north of C Street and west of 4th Street, within the City of West Sacramento (the “City”); and
WHEREAS, an “applicable elected representative” of the jurisdiction in which the Project is to be located is required to approve the plan of finance for the Project, including the issuance of the Bonds, under Section 147(f) of the United States Internal Revenue Code (“Code”); and WHEREAS, the City Council of the City of West Sacramento (the “City Council”) is the elected legislative body of the City and is an “applicable elected representative” for purposes of Section 147(f) of the Code; and
WHEREAS, the Authority has requested that the City Council approve the plan of finance for the Project, including the issuance of the Bonds by the Authority, in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the “Agreement”), among certain local agencies, including the City; and WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the plan of finance for the Project, including the issuance of the Bonds by the Authority.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of West Sacramento as follows:

1. The City Council hereby approves the plan of finance for the Project, including the issuance of the Bonds by the Authority. It is the purpose and intent of the City Council that this resolution constitute approval of the plan of finance for the Project, including the issuance of the Bonds by the Authority, for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of a governmental unit having 636
Resolution 23-71

jurisdiction over the area in which the Project is to be located, in accordance with said Section 147(f) and (b) Section 4 of the Agreement.

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

3. The Clerk shall forward a certified copy of this Resolution to the Authority in care of its counsel:

Ronald E. Lee, Esq.

Jones Hall, APLC
475 Sansome Street, Suite 1700
San Francisco, CA 94111

4. This resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED this 27th day of September 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
637

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 27, 2023 ITEM # 26
SUBJECT:

PUBLIC HEARING AND CONSIDERATION OF RESOLUTION 23-70 APPROVING THE

RIVER ONE PHASE TWO DEVELOPMENT PROJECT DESIGN
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:

Seamus Laffey, Senior Planner
Community Development Department
[ ] Commission [ ] Staff
[X] Other
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
This item requests consideration of Resolution 23-70 which approves the proposed River One Phase Two project design and finds it is compliant with the collective standards as defined in the Raley’s Landing: River One Development Agreement.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:

1. Conduct the public hearing; and

2. Find that the River One Phase Two project design Project is covered by the Raley’s Landing Environmental Impact Report (EIR) and that none of the conditions specified in CEQA Guidelines §15162 calling for the preparation of a subsequent EIR have occurred; and

3. Approve Resolution 23-70, approving the proposed design of the River One Phase Two project as required by the Development Agreement.

BACKGROUND
On February 15, 2006, the City Council approved the Raley’s Landing Project, associated Development Agreements (DAs), and certified the Final Environmental Impact Report (EIR). Raley’s Landing consists of residential, commercial, office, retail, and open space development at the southeastern corner of the Washington District Specific Plan (WSP) and is also covered by Planned Development Overlay 30 (PD-30) (see Attachment 2, Raley’s Landing Map). The site is divided into four development sites: River 1, River 2, River 3, and the Washington Street Property, each of which is covered by its own DA. Since approval in 2006, the Washington Street Property has been developed and is now Capitol Yards apartments and the River 3 site has been developed with the CalSTRS office buildings.

As described in the River 1 DA, the River 1 site allows for up to 245,000 square feet of office space, 42,000 square feet of retail/restaurant uses, and either 200 multifamily residential units or 150 multifamily residential units and a 100- to 300- room hotel with a 7,000 to 15,000 square foot conference center. The DA provides vested rights to the developer to develop River 1 in accordance with the “Collective Standards” defined in the DA which includes the DA, EIR, planning documents, and land use entitlements (including conditions and California Environmental Quality Act [CEQA] mitigation measures) applicable to the property. An amendment to the DA was approved by the City Council on November 19, 2020, that extended it by seven years with the option for an additional three years, subject to City Manager approval via Ordinance 20-15. The DA now expires March 17, 2028.

Section 2.10 of the DA requires design review and Section 2.10.2 identifies what level of review is required for the River 1 project and the standards to apply for that review. According to Section 2.10.2, the Planning Commission shall hold a public hearing on project design and determine whether it is consistent with the Collective Standards in the DA. Subsequent to the public hearing, the Commission shall make a recommendation to the City Council on the design, followed by a public hearing at the City Council for a final decision regarding the project design. This requirement for Council approval of the design is unique to Raley’s Landing.

The property has a General Plan designation of Riverfront Mixed Use (RMU) and is zoned Waterfront (WF). The WF Zone is intended to provide areas for high-density mixed uses which capitalize on the City’s river frontage, including amusement, retail, and visitor-serving amenities. This Zone provides for marinas, restaurants, retail, amusement, hotel and motel uses, mid-rise and high-rise offices, multi-unit residential units which are oriented 638 Public Hearing - River One Phase Two
September 27, 2023

principally to the river, public and quasi-public uses, and similar and compatible uses. Residential densities can range between 40 and 120 dwelling units per acre.

The land uses surrounding the project are as follows:

Location Use Zoning
Subject Property Vacant WF
North Office (Ziggurat building) WF
South Vacant WF
East N/A (Sacramento River) N/A
West Capitol Yards Apartments WF
River One Phase One & Final Map 5158
The design of the first phase of River One was approved by the City Council on December 11, 2019, and includes a seven-story hotel with 196 rooms and a seven-story condominium project along the eastern side of the River One site. The hotel will be highly amenitized and designed as an urban resort with a ballroom, restaurant and rooftop lounge and terrace. The primary entrances for both buildings would be off the shared central driveway and courtyard in the center of the River One site and parking is provided by a one level subterranean parking garage beneath both buildings that would also connect to the River One Phase Two project. Plans of the River One are provided on the City’s Major Projects Page.

On March 17, 2021, the City Council approved Final Subdivision Map No. 5158 to clean up the property lines on the River One site to fit the three phases of development. That map includes a public access easement and an Irrevocable Offer of Dedication (IOD) along the northern portion of the entire River One site to provide access for the public between 3rd Street and the Riverwalk trail. This access corridor is identified as the location for a future pocket park in the City’s Parks Recreation and Open Space Master Plan and $2.995 million is appropriated for this park in CIP# 62148. Draft concepts of possible improvements to this corridor have been prepared for the City’s Economic Development and Housing Department and discussions are underway with the project applicant regarding the timing and design of these improvements.

ANALYSIS
The applicant, River One LLC submitted a design review application on March 9, 2023, for the proposed Phase Two of River One located at the northwest corner of the River One site at 721 and 735 3rd Street (Assessor’s Parcel Numbers: 010-422-045-000 & 010-422-046-000) (see Attachment 3, Project Plans and Renderings). The proposed building consists of a five-story residential building with 95 market rate apartments units built above a one level parking garage. The building is approximately 75 feet in height and includes 61 parking stalls in the garage that would be accessed off a driveway on the northern side of the site. The main entrance lobby and amenity spaces are on the eastern side of the project and a common driveway/courtyard in the center of the property is shared with the previously approved phase one of the site. A variety of unit sizes are provided (17 studios units, 43 one-bedroom units and 35 two-bedroom units) and a rooftop patio and lounge are provided on the top level to take advantage of the views of the Tower Bridge, the Sacramento River and downtown Sacramento. The building is primarily oriented to take advantage of the views of downtown Sacramento to the east of the site as well as the common courtyard and driveway shared with the first phase of River One and thus there is no primary building entry along Third Street. The building materials include thin brick veneer, white cement plaster, white and black cement board siding, and metal canopies above the entrances.

Staff has analyzed this application and concluded that the proposed project is consistent with the Collective Standards mentioned in the DA apart from the 3rd Street frontage, which required Planning Commission approval of a minor deviation from the Washington District Specific Plan. PD-30 as well as the underlying zoning allows for the proposed use by right and at the intensity proposed as shown in the table below.

Proposed Project PD-30 CEQA Document General Plan
Density 95 Dwelling Units
(75.4 DU/acre)
25 DU/acre (min) – 80
DU/acre (max)
150 residential units
total (55 units
approved for Phase
One)
120 DU/acre max
Max FAR 1.85 1.5 average for all N/A - Not Mentioned 10 office; 3 other Lot Coverage 56% 65% N/A - Not Mentioned N/A - Not Mentioned Height 75’ 300’ maximum height 245’ 250’ maximum height 639
Public Hearing - River One Phase Two
September 27, 2023

According to State law (AB 2097), the City cannot require off-street parking at this location because of its proximity within ½ mile to a major transit stop. However, the applicant is providing 61 parking spaces voluntarily, which exceeds the 57 spaces required per PD-30.

Regulating Documents
The project site is designated Riverfront Mixed Use (RMU) in the General Plan, is located within the WSP and PD-30, and is subject to the Raley’s Landing: River One DA (See Attachment 4 and 5, PD-30 and Development Agreement). As mentioned in the background section, Section 2.10 of the DA requires design review and for the Project to be consistent with the Collective Standards in the DA.

The DA defines “Collective Standards” in Section 1.4(h) [to] mean: (I) the provisions of this Development Agreement; (II) the Planning Documents; (Ill) land use entitlement and approvals (including conditions and CEQA mitigation measures) applicable to the Project and the Property that may be granted following the Effective Date; and (iv) Existing Land Use Regulations, except to the extent that they are collectively or individually subject to Reserved Powers.

The DA also defines “Existing Land Use Regulations” in Section 1.4(o) [to] mean: the following ordinances, resolutions and regulations applicable to the Project on the Effective Date, to the extent they govern the permitted uses of land, and the density and intensity of land use: 1) The West Sacramento General Plan; 2) The Washington Specific Plan; 3) the West Sacramento Zoning Code; and 4) PD-30.

In reviewing compliance with development standards with overlapping requirements such as in this case, the most specific and local regulating document is applied first, which in this case is PD-30. If PD-30 is silent on a matter, then the Washington Specific Plan would apply. Lastly, the Zoning Code would apply for all matters not addressed in both PD-30 and the Washington Specific Plan.

Minor Deviation
The Washington District Specific Plan Urban Design Guidelines (Chapter 7) has building frontage requirements for development along Third Street (see Attachment 6, WSP Third Street Frontage Requirements). The objective of these guidelines is to provide a tight, pedestrian street scale, a sense of enclosure along the street edges and a feel of local retail/commercial activity and a mixed-use character. To achieve this, the design guidelines of the specific plan require development to be scaled down along the street and treated with architecture, landscaping, and land use to activate the street and provide pedestrian street life. Specifically, building massing directly adject to Third Street shall be no more than 36 feet in height and portions of the building higher than that should be further recessed by at least 20 feet. Additionally, no portion of a building which directly faces a street should have a blank façade (lacking windows, entries, and architectural enhancement).

Minor deviations are permitted from the WSP with Planning Commission approval (Chapter VIII, Section F).

Many of the recent developer projects in the Washington District have required minor deviations from the WSP.

The DA’s definition of the Washington Specific Plan in Section 1.4 (pp) also mentions that “Minor deviations and administrative changes approved as provided for in Chapter VIII, Section F of the Washington Specific Plan shall not require amendment to this agreement but shall automatically be deemed incorporated into the Collective Standards.”
The proposed project does not meet the literal Third Street frontage requirements since the building’s orientation and primary entrance is interior to the project site on the eastern side and the Third Street ground floor frontage is predominantly the parking garage.

Staff recommends approval of this project with this deviation for a variety of reasons: 1) the frontage does not constitute the entire River One Third Street frontage as there is still a third phase at the southwest corner which will likely have a retail component; 2) the project in its totality with the first phase is very activating since Phase One includes a high end hotel, restaurant and several amenities, outdoor spaces and significant landscaping is proposed along Third Street; and 3) the City will improve the public access easement along the northern side of the property, developing a pocket park that would connect Third Street to the River Walk trail. To help further activate the site and create a sense of place along Third Street, staff recommends approval of the project with project specific Condition of Approval #2 which requires the applicant to provide art and/or signage along the northwest corner of the site or along the Third Street frontage to help create a sense of place and provide visual interest for pedestrians (see Attachment 7, Conditions of Approval). Precedent imagery for how this art and signage could look is provided as Attachment 8, Art & Signage Exhibit. 640
Public Hearing - River One Phase Two
September 27, 2023

Proposed project specific Condition of Approval #2: To create a sense of place for the public and provide pedestrian street life and visual activation of the frontage, developer shall provide art and/or signage at the northwest corner of the site and/or along the 3rd St frontage. Plans for the art and signage shall be designed in coordination with nearby City planned public art and recreation improvements as referenced in the Exhibit provided by the developer and the plans must be approved by the Community Development Director prior to issuance of a building permit. All art and signage consistent with the approved plans must be installed prior to issuance of final certificate of occupancy.

Affordable Housing
The project applicant is required to satisfy its affordable housing obligation pursuant to the Municipal Code Section 15.40 and Section 2.13 of the DA prior to approval of any building permit. To satisfy this requirement, the developer must enter into an affordable housing agreement with the City.

Environmental Considerations
An EIR was prepared and adopted for the Raley’s Landing project (SCH#2005042083). In that document, the River 1 Area was proposed to be developed with a mixture of commercial, residential, and retail uses, including approximately 245,000 square feet of office space, 42,000 square feet of retail/restaurant use, and one of the following two scenarios: 200 multifamily residential units or 150 multifamily residential units and 100- to 300- room hotel with a 7,000- to 15,000-square foot conference center. The EIR analysis and project description assumed an 18-story office building and a 12-story residential building along the western and northern sides of the River One site. The draft and final EIR are provided on the City’s Planning Documents page linked here.

The first phase of River One includes a 196-room hotel and 55 residential units. This second phase is a five story, 95 residential unit project which is consistent with the original EIR that analyzed 150 residential units on the River One site. The proposed project is also less intensive than the 12 and 18 story buildings analyzed in the EIR. Per CEQA Guidelines §15162, no subsequent EIR shall be prepared for a project that has a certified EIR unless the lead agency determines one of the conditions specified in CEQA Guidelines Section 15162 calling for the preparation of a subsequent EIR has occurred. These conditions include substantial changes to the project that result in new significant environmental impacts or a substantial increase in the severity of previously identified substantial impacts. Since this project is less intensive and consistent with the number of dwelling units analyzed, none of the conditions specified in CEQA Guidelines Section 15162 calling for the preparation of a subsequent EIR have occurred.

Commission Consideration
The Planning Commission conducted a public hearing on this project on August 17, 2023, and approved Resolution 23-2PC which recommends the City Council approve the proposed design of the River One Phase two project (see Attachment 9, Resolution 23-2PC). The Commission’s discussion largely centered on the minor deviation needed from the Third Street frontage requirements of the Washington District Specific Plan. The Commission emphasized the need for more ground floor activation along Third Street in the third phase of development at the southwest corner of the River One site.

Strategic Plan Integration
This project advances the 2023 Strategic Priority: Local Economic Development by providing high quality housing and development along the riverfront in West Sacramento.

Alternatives
The City Council’s primary alternatives are summarized below.

1. Find that the proposed design does not meet the requirements identified in the “Collective Standards” of the DA (specify the reasons) and not approve the proposed design.

2. Find that proposed design is not covered by the previous EIR for Raley’s Landing due to how the project is designed.

3. Continue the item to a future date and request that additional information be provided at that time.

While staff believes the analysis presented in this report is correct, staff is prepared to effectuate the Alternatives at the Council’s direction.

Coordination and Review
The project was reviewed by staff from the Community Development, Economic Development & Housing, and Fire Departments.
641
Public Hearing - River One Phase Two
September 27, 2023

Budget/Cost Impact
The applicant is paying for staff’s review of the project through a reimbursement agreement.

ATTACHMENTS

1. Resolution 23-70

2. Raley’s Landing Map

3. Project Plans and Renderings

4. PD-30

5. Development Agreement

6. WSP Third Street Frontage Requirements

7. Conditions of Approval

8. Art and Signage Exhibit

9. Resolution 23-2PC
642
Attachment 1
RESOLUTION 23-70

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO APPROVING THE RALEY’S LANDING: RIVER 1 PHASE TWO PROJECT DESIGN WHEREAS, on September 27, 2023, the West Sacramento City Council conducted a public hearing on the proposed design of a five story, 95-unit multifamily residential building at 721 and 735 3rd Street; and
WHEREAS, the City Council has duly considered all information before them; and WHEREAS, the City Council has found that the proposed design is consistent with the goals, policies and implementation programs of the City of West Sacramento General Plan, and
WHEREAS, the proposed project is consistent with the previously prepared Raley’s Landing EIR (SCH# 2005042083) and none of the conditions specified in CEQA Guidelines §15162 and §15164 calling for the preparation of a subsequent EIR or addendum have occurred; and
WHEREAS, the City Council has found that the proposed development agreement furthers the public health, safety and general welfare of the City, and WHEREAS, the Planning Commission of the City of West Sacramento has recommended approval of the project design and approved the minor deviation from the Washington District Specific Plan Third Street frontage standards via Resolution 23-2PC; and
NOW, THEREFORE, BE IT RESOLVED that the City Council take the following actions:

1. Approve the proposed design of the five story, 95-unit multifamily building located on the northwest corner of the River 1 parcel at 721 and 735 3rd Street subject to the conditions of approval identified in the agenda report.

PASSED AND ADOPTED by the City Council of the City of West Sacramento this 27th day of September 2023, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
643
Attachment 2
644
53' - 0"
DN

8.45859°

LANGI S LANGI S

HA DAEHA DAE
STOP
T
S POG
P
CO
CO
CO
IR
D
D
S
T
TL
TL
TL TV
TV
TV
TV
IR
L
L
L
L
L
L
L
L
L
L
TR
TR
TR
E
T
T
D
D
UV
UVUV
M
D
D
D
D
D
D
D
D
D
D
D
D
D
CO
CO
CO
S
CO
CO
S

EASEMENT

UTILITY
+35
+40
+40
+28
TRANS

AMENITY
2,300 SF

LANDSCAPING
LOBBY
MAIL
+21
+23
+24
+25
+26
+27
+28
+29
PATIO
+22
+26

SERVICE ACCESS

PATIO PATIO
PATIO
PATIO
PATIO
OFFICE
PATIO
(E) CITY LANDSCAPING
(E) CITY SIDEWALK

PROPERTY LINE

SIDEWALK

PROPERTY LINE
21' - 1"
40' - 4"
36' - 11"
44' - 6"
10' - 9"
72' - 10"
6' - 10"
4' - 3"

STUDIO ONE BED TWO BED
TOTAL
UNITS
LEVEL 2
LEVEL 3
BUILDING SUMMARY:

TOTAL
LEVEL 4
LEVEL 5
LEVEL
LEVEL 1

GROSS AREA
132,960 SF
-
5 -
9 -
4 -
18 NUMBER OF UNIT TYPES
95 30,740 SF

STALLS PROVIDED
BASEMENT 61
LEVEL
PARKING SUMMARY:

RATIO TO UNITS
61/95 = 64%
21,040 SF
9 20
20 20
17 17 43 35

BASEMENT
500 SF 720 SF 1,130 SF
16% 44% 40%
3 8
7 7
3 3
3 20,835 SF
18,675 SF
9 8
9 8
20,835 SF
20,835 SF

REQUIREMENT
SHORT TERM 5% OF 61 STALLS = 4
TYPE
BIKE PARKING SUMMARY:

PROVIDED
4 LONG TERM 1 PER EVERY 5 UNITS = 19 19
FAR & LOT COVERAGE CALCULATION:

SITE AREA: 55,100 SF (1.26 ACRES)
TOTAL BUILDING AREA (NOT INCLUDING PARKING IN BASEMENT): 102,220 SF FAR: 102,220 / 55,100 = 1.85
LOT COVERAGE: 30,740 / 55,100 = 56%
2277 Fair Oaks Boulevard, Studio 220
Sacramento, California 95825
916 993-4800 | www.hrgarchitects.com
No copies, transmission, reproductions or electronic manipulation of any portion of these drawings in whole or in part are to be made without the express written permission of HRGA. All designs indicated in these drawings are property of HRGA. All copyrights reserved © 2016. C:\Users\mwoltering\Documents\22049_Fulcrum River One Phase 2_Central_2021_REV1_mwolteringWF3GZ.rvt 4/25/2023 4:59:30 PM 1 04/25/2023
RIVER ONE - PHASE 2

WEST SACRAMENTO
22049
SITE PLAN 1" = 30'-0" 1 RESIDENTIAL PROGRAM DATA
Attachment 3
645

ENGINEERING

FIRE PUMP
ROOM
STAIR H2
TRASH
DOCK

SHIPPING/

RECEIVING

ELEVATOR

VESTIBULE
HOTEL
WATER

PUMP ROOM

LOADING
DOCK
BOH

CIRCULATION

SERVICE
ELEV.

VESTIBULE
STAIR H1
MPOE
MAIN

ELECTRICAL
ROOM
MAKEUP

FAN ROOM
TRASH/

RECYCLING
ELEV R2
ELEV R1

STORAGE
BIKE

STORAGE
POOL

EQUIPMENT
STAIR R2

LAUNDRY
CART
DN
DN
UP
UP
UP
STOP
T
S PO
PARCEL 2
G
P
CO
T
TV
TV
D
CO
5 2
HOTEL BASEMENT LEVEL 26.0

24.5 26.0

25.5 23.0
10 7
ELEC
FIRE
MECH
TRASH
9 23
25' - 0"
61 STALLS
ELEV
C
C
10 R 25' - 0"
60' - 0"
25' - 0" C
C
C
C
25' - 0"
25' - 0"
C 4
2 C

BIKE STG
4' - 3"
6' - 10"
TRANS
3RD STREET
6' - 3" 6' - 2" 24' - 3" 11' - 0" 24' - 5"
10' - 9"
59' - 8" 12' - 5"
1 5
5 5
5 3
4 2
5 2
TRASH
2 BED 2 BED
1 BED
1 BED STUDIO 1 BED STUDIO
5' - 0"
5' - 0"
5' - 0"
1 BED
1 BED
1 BED
1 BED
1 BED
2 BED
2 BED
2 BED
2 BED
2 BED 2 BED
1 BED
STUDIO
LEVEL 1
40' - 6"
LEVEL 2
53' - 0"
LEVEL 3
63' - 10"
LEVEL 4
74' - 8"
ROOF
95' - 6"
T.O.P
101' - 0"
5' - 6" 10' - 0" 10' - 10" 10' - 10" 10' - 10" 12' - 6" LEVEL 5
85' - 6"

BASEMENT
26' - 0"
+0
14' - 6"
3RD ST
VALET

PARKING

COURTYARD

PARKING
UNITS
UNITS
UNITS
UNITS
UNITS
UNITS
UNITS
UNITS
UNITS
UNITS

CONCRETE PODIUM

23.0 HOTEL
GARAGE
*TYP. UNIT CEILING HEIGHT IS 9'-6"
LEVEL 5 CEILING IS 10'-0"
UNITS
UNITS
UNITS
UNITS
UNITS
UNITS
UNITS
UNITS
UNITS
LOUNGE
29' - 10"

LANDSCAPE
6' - 2"

SIDEWALK
6' - 3"

LANDSCAPE
9' - 10"

ROAD CENTERLINEPROPERTY LINE
5 2
TRASH
ROOF
PATIO
LOUNGE
2 BED
2 BED
1 BED
1 BED 1 BED 1 BED
2 BED
2 BED
2 BED
1 BED
STUDIO

STUDIO STUDIO
1 BED
1 BED 2 BED
2 BED
5 2
LOBBY

TRASH MAIL/OFFICE

LOUNGE/

AMENITY
1 BED STUDIO 1 BED STUDIO 1 BED
1 BED
1 BED
1 BED
2 BED
2 BED
2 BED
1 BED
2 BED
2 BED
2 BED
STUDIO
2277 Fair Oaks Boulevard, Studio 220
Sacramento, California 95825
916 993-4800 | www.hrgarchitects.com
No copies, transmission, reproductions or electronic manipulation of any portion of these drawings in whole or in part are to be made without the express written permission of HRGA. All designs indicated in these drawings are property of HRGA. All copyrights reserved © 2016. C:\Users\mwoltering\Documents\22049_Fulcrum River One Phase 2_Central_2021_REV1_mwolteringWF3GZ.rvt 4/25/2023 5:05:36 PM 2 04/25/2023
RIVER ONE - PHASE 2

WEST SACRAMENTO
22049
BASEMENT 1" = 30'-0" 1
LEVEL 2 - 4 1" = 30'-0" 3
E/W SECTION 1" = 30'-0" 5 LEVEL 5 1" = 30'-0" 4
LEVEL 1 1" = 30'-0" 2
646
LEVEL 1
40' - 6"
LEVEL 2
53' - 0"
LEVEL 3
63' - 10"
LEVEL 4
74' - 8"
ROOF
95' - 6"
T.O.P
101' - 0"
LEVEL 5
85' - 6"

BASEMENT
26' - 0"
5' - 6" 10' - 0" 10' - 10" 10' - 10" 10' - 10" 12' - 6" 14' - 6"

CEMENT PLASTER CEMENT BOARD SIDING

THIN BRICK VENEER
LEVEL 1
40' - 6"
LEVEL 2
53' - 0"
LEVEL 3
63' - 10"
LEVEL 4
74' - 8"
ROOF
95' - 6"
T.O.P
101' - 0"
LEVEL 5
85' - 6"

BASEMENT
26' - 0"
14' - 6" 12' - 6" 10' - 10" 10' - 10" 10' - 10" 10' - 0" 5' - 6" +26.00
+35.50
+26.00

OUTLINE OF ACCESS ROAD

ALUMINUM SECURITY GRILLE

CEMENT BOARD SIDING CEMENT PLASTER

THIN BRICK VENEER

CONCRETE
LEVEL 1
40' - 6"
LEVEL 2
53' - 0"
LEVEL 3
63' - 10"
LEVEL 4
74' - 8"
ROOF
95' - 6"
T.O.P
101' - 0"
LEVEL 5
85' - 6"

BASEMENT
26' - 0"

CEMENT PLASTER CEMENT BOARD SIDING

CONCRETE
LEVEL 1
40' - 6"
LEVEL 2
53' - 0"
LEVEL 3
63' - 10"
LEVEL 4
74' - 8"
ROOF
95' - 6"
T.O.P
101' - 0"
LEVEL 5
85' - 6"

BASEMENT
26' - 0"

SERVICE ACCESS
24' - 0"PROPOSED PROPERTY LINE
+22.00
+23.00 +25.00

CEMENT PLASTER CEMENT BOARD SIDING

THIN BRICK VENEER CONCRETE
2277 Fair Oaks Boulevard, Studio 220
Sacramento, California 95825
916 993-4800 | www.hrgarchitects.com
No copies, transmission, reproductions or electronic manipulation of any portion of these drawings in whole or in part are to be made without the express written permission of HRGA. All designs indicated in these drawings are property of HRGA. All copyrights reserved © 2016. C:\Users\mwoltering\Documents\22049_Fulcrum River One Phase 2_Central_2021_REV1_mwolteringWF3GZ.rvt 4/25/2023 5:07:07 PM 5 04/25/2023
RIVER ONE - PHASE 2

WEST SACRAMENTO
22049
EAST ELEVATION (MAIN ENTRY) 1/16" = 1'-0" 1 NORTH ELEVATION 1/16" = 1'-0" 2 SOUTH ELEVATION (SERVICE ACCESS) 1/16" = 1'-0" 3 WEST ELEVATION (3RD STREET) 1/16" = 1'-0" 4 647
2277 Fair Oaks Boulevard, Studio 220
Sacramento, California 95825
916 993-4800 | www.hrgarchitects.com
No copies, transmission, reproductions or electronic manipulation of any portion of these drawings in whole or in part are to be made without the express written permission of HRGA. All designs indicated in these drawings are property of HRGA. All copyrights reserved © 2016. C:\Users\mwoltering\Documents\22049_Fulcrum River One Phase 2_Central_2021_REV1_mwolteringWF3GZ.rvt 3/29/2023 7:48:53 AM 03/28/2023
RIVER ONE - PHASE 2

WEST SACRAMENTO
22049

TOWER BRIDGE ENTRY PERSPECTIVE
648
2277 Fair Oaks Boulevard, Studio 220
Sacramento, California 95825
916 993-4800 | www.hrgarchitects.com
No copies, transmission, reproductions or electronic manipulation of any portion of these drawings in whole or in part are to be made without the express written permission of HRGA. All designs indicated in these drawings are property of HRGA. All copyrights reserved © 2016. C:\Users\mwoltering\Documents\22049_Fulcrum River One Phase 2_Central_2021_REV1_mwolteringWF3GZ.rvt 3/14/2023 9:52:12 AM 03/14/2023
RIVER ONE - PHASE 2

WEST SACRAMENTO
22049
3RD STREET ENTRY PERSPECTIVE
649
2277 Fair Oaks Boulevard, Studio 220
Sacramento, California 95825
916 993-4800 | www.hrgarchitects.com
No copies, transmission, reproductions or electronic manipulation of any portion of these drawings in whole or in part are to be made without the express written permission of HRGA. All designs indicated in these drawings are property of HRGA. All copyrights reserved © 2016. C:\Users\mwoltering\Documents\22049_Fulcrum River One Phase 2_Central_2021_REV1_mwolteringWF3GZ.rvt 13 6/15/2023 4:32:07 PM
06/15/2023
RIVER ONE - PHASE 2

WEST SACRAMENTO
22049
3RD STREET PERSPECTIVE
650
2277 Fair Oaks Boulevard, Studio 220
Sacramento, California 95825
916 993-4800 | www.hrgarchitects.com
No copies, transmission, reproductions or electronic manipulation of any portion of these drawings in whole or in part are to be made without the express written permission of HRGA. All designs indicated in these drawings are property of HRGA. All copyrights reserved © 2016. C:\Users\mwoltering\Documents\22049_Fulcrum River One Phase 2_Central_2021_REV1_mwolteringWF3GZ.rvt 12 5/10/2023 1:33:20 PM
05/10/2023
RIVER ONE - PHASE 2

WEST SACRAMENTO
22049

MATERIAL BOARD

THIN BRICK VENEER
E
A B C
D

CEMENT PLASTER

METAL RAILING

A METAL CANOPY CEMENT BOARD SIDING
D
C
D
B
A
E C

CEMENT PLASTER CEMENT BOARD SIDING

THIN BRICK VENEER
651
Attachment 4
652
653
654
655
656
657
658
659
660
661
662
663
664
665
666
667
668
669
670
671
672
673
674
675
676
677
678
679
680
681
682
683
)
...

DEVELOPMENT AGREEMENT
BY AND BE1WEEN

THE CJTY OF WEST SACRAMENTO, RALEY'S,

AND PANATTONI DEVELOPMENT COMPANY, LLC,

RELATIVE TO THE DEVELOPMENT KNOWN AS
RALEY'S LANDING: RIVER ONE
THIS DEVELOPMENT AGREEMENT ("Agreement") •is made and entered into as of the Effective Date as defined herein, by and between the CITY OF WEST SACRAMENTO, a municipal corporation organized and existing under the laws of the State of California ("City"}, RALEY'S, a California Corporation ("Owner"), and PANATTONI DEVELOPMENT COMPANY, LLC, a California limited liability company ("Developer") (collectively, "the parties"}, pursuant to the authority of Article 2.5, Chapter 4, Division 1, Title 7 (Government Code Section 65864 et seq.) relating to Development Agreements.

RECITALS
This Agreement is predicated upon the following findings:

1. In order to strengthen the public land use planning process, to encourage private participation in the process, to reduce the economic risk of development and to red.uce the waste of resources, the Legislature adopted the Development Agreement Statutes (Government Code section 65864 et seq.). The Development Agreement Statutes authorize the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property.

2. The Development Agreement Statutes permit cities and counties to contract with private interests for their mutual benefit In a manner not otherwise available to the contracting parties. Such agreements, as authorized by the Development Agreement Statutes, can assure property developers that they may proceed with development of their projects and that approvals granted by public age·ncies will not change during the period of development.

3. The City has adopted rules and regulations establishing procedures and requirements for consideration of development agreements pursuant to Government Code section 65865. The City's rules and regulations are contained in City Council Resolution No. 88-111, as amended by City Council Resolution No. 96-62.

4. This Development Agreement relates generally to the development known as Raley's Landing, . a residential development of mixed densities together with commercial, office, and retail development, and relates more specifically to the development of a particular parcel located within the Raley's Landing project area and commonly referred to as River One rRiver One" or MProject").

5. Raley's Landing has been in the planning stages since 1986, when the City adopted the Washington Specific Plan and certified the Washington Specific Plan Environmental February 15, 2-006 1 of 38
Attachment 5
684
Impact Report. .The Washington Specific Plan encompasses the Raley's Landing project area, including the River One property.

6. As described in the Washington Specific Plan, Raley's Landing would be developed with approximately 1,300 new residential units, a 428-room hotel, 2,509,100 square feet of new office space, and 187,000 square feet of new commercial/retail space.

7. In 1996, the City adopted the Raley's Landing Development Agreement, which agreement describes a mixed-use development that includes a 428-room hotel, approximately 945,000 square feet of office space, retail shops totaling approximately 46,000 square feet, 3,357 off-street parking spaces, and a 218-unit apartment building.

8. Raley's Landing and the Project are currently entitled to full buildout, consistent with the Washington Specific Plan, Planned Development 30, Owner Participation Agreement, and the Raley's Landing Development Agreement.

9. The Washington Specific Plan allows for development of a property to an intensity greater than the permitted amount allocated in the Specific Plan so long as the development of the property is within standards and guidelines specified in the Specific Plan and additional environmental assessment is conducted. in connection with the Property.

10. On January 16, 2005, Developer and Owner submitted an application to develop Raley's Landing, including the Project. The application requests minor modifications to the Washington Specific Plan and Planned Development 30.

11. The parties have, in good faith, negotiated the terms hereinafter set forth which carry out the legislative purpose set forth above and will assure the parties to this Agreement of mutually desirable development of the Project.

12. Development of the. Project will result in significant public benefits, as more fully described hereinafter, including, without limitation:
(a) Implementation _ of the development goals set forth in the Washington Specific Plan;
(b) _ The provIsIon of additional recreational opportunities and the enhancement of the appearance of the riverfront;
(c) The provision of services within walking distance to development, as well as opportunities for employment;
(d) The provision of a mixed-use development that is a logical extension of adjacent uses, such as the existing Ziggurat office building; (e) The furtherance of the goals and objectives of the City's redevelopment plan;
February 15, 2006 2of38
685
(f) The provision of affordable housing.

13. Owner owns in fee the Property on which the Project will be developed, more particularly described in Exhibit "A" hereto, located In the City of West Sacramento.

Owner and Developer have entered into that certain Option to Purchase Agreement dated November 15, 2005 (the "Option Agreement"), the terms of which specify that Developer may purchase the Property from Owner upon approval by the City of the discretionary entitlements for the Project as contained herein.

14. City, in response to Owner and Developer's application, after public hearings and extensive environmental analysis, has granted the following entitlements:
(a) By Ordinance No. 06-4, dated February 15, 2006, amended the Ordinance of the County of Yolo Rezoning Certain Real Property to Planned Development ("Planned Development -30" or "PD-30") to reflect minor deviations needed to accommodate Raley's Landing including the Project. ·
(b) By Resolution No. 06-12, dated February 8, 2006, modified the Washington Specific Plan to reflect minor deviations needed to accommodate Raley's Landing Including the Project.

15. In support of the various entitlements described in paragraph 14 above, and in accord with the California Environmental Quality Act ("CEQA") and State and City guidelines, City has certified as adequate and complete a Final Environmental Impact Report denominated "Final Environmental Impact Report For The Raley's Landing Project" which addresses impacts relating to development of Raley's Landing, which includes impacts relating to development of the Project (SCH 2005042083) ("Final EIR" or "FEIR"). The FEIR was certified by the City Councll on February 8, 2006. Pursuant to CEQA, a mitigation/monitoring program for the Project was approved by the City Council. As not all environmental Impacts identified in the FEIR are capable of mitigation to an insignificant level, the City has determined that the benefits of Raley's Landing and of the Project outweigh these unmitigated environmental effects and the City accordingly adopted a Statement of Overriding Considerations on February 8, 2006. .

16. The purpose of this Agreement is to facilitate the implementation of the Project Approvals through the development of the Project, thereby realizing the public benefits to City and private benefits to Developer, Including those described in these Recitals.

The development of the Project requires a major investment by the Developer in public facilities, substantial front-end investment by Developer In on-site and off-site improvements, dedications of land, participation in other programs for public benefit and purposes, and substantial commitments of resources to achieve both private benefits of the Project for the Developer and the public purposes and benefits of the Project for the City. The Developer will be unable · to make and realize the benefits from such commitments of land and resources without the assurances of a realized Project provided by this Agreement.

February 15, 2006 3 of 38
686

17. Development of the Project and Raley's Landing pursuant to the terms and conditions of the various entitlements and the FEIR wlll provide for orderly growth and development consistent with the City's General Plan and other development policies and programs.

18. On February 1, 2006, and February 8, 2006, the City Planning Commission and the City Council, respectively, designated by City as the planning agencies for purposes of Development Agreement review pursuant to Government Code section 65867, considered this Agreement.

19. The authority for this Agreement is contained in the City's adopted rules and regulations in City Council Resolution No. 88-11, amended by City Council Resolution No. 96-62, and in Government Code Section 65864, et seq.

20. This Agreement is voluntarily entered into by Owner and Developer in order to implement the General Plan and in considelc!tion of the rights conferred and the procedures specified herein for the development of the Project. This Agreement is voluntarily entered into by the City in the exercise of Its legislative discretion in order to implement the General-Plan and in consideration of the agreements and undertakings by Developer hereunder. The City, Owner and Oeveloper recognize and agree that if not for Developer's contribution to and participation in programs to mitigate the impacts of the development of the Project, the City would not approve the development of the Project as contemplated by this Agreement: .The City's approval of the development of the Project as contemplated hereunder Is in reliance upon and in consideration of Developer's agreements to make contributions, assume obligations and be subject to the restrictions referred to in this Agreement to mitigate the impacts of the development of the Project.

21. Having duly considered this Agreement and having held the noticed public hearings, City finds and declares that the provisions of this Agreement are consistent with the maps and text of the City's General Plan and with the Washington Specific Plan and Planned-Development 30; that this Agreement is compatible with the uses authorized in, and the regulations prescribed for, the ProP13rty; that this Agreement is in conformity with public convenience, general welfare, and good land use practice; that this Agreement will not be detrimental to the health, safety, or general welfare; and that this Agreement will not adversely affect the orderly development of property or the preservation of property values.

NOW THEREFORE, the parties agree:

ARTICLE 1

GENERAL PROVISIONS
Section 1.1. The Project. · The Project consists of approximately 245,000 square feet of office space (1.6 acres}, 42,000 square feet of retail/restaurant uses (1.2 acres}, and 200 multifamily residential units (1.8.acres) or 150 multifamily residential February 15, 2006 4of 38
687
units (0.3 acre} and a 100- to 300- room hotel with a 7,000 to 15,000 square foot conference center (1.5 acres} as depicted in the approved FEIR.

Section 1.2. The Property. The Property is the approximately 4.6 gross acres w~hin the City generally bounded by the Ziggurat building on the north, Third Street on the west, the Sacramento River on the east, and the Tower Bridge Gateway (formerly State Route (SR) 275} exit for West Capitol Avenue on the south, as described in !=xhibit "A" attached hereto and made a part hereof on which Developer intends to develop the Project.

Section 1.3. Raley's Landing. Raley's Landing consists of residential, commercial, office, retail, and open space features, as described in Exhibit "B" and depicted on Exhibit "C" attached hereto. At buildout, Raley's Landing would contain approximately 900 multifamily residential units, 845,000 gross square feet of office space, 102,000 square feet of commercial/retail uses, and potentially 100-300 hotel rooms with a 7,000 to 15,000 square foot conference center, and approximately 4,500 parking spaces including surface and multilevel parking spaces. Raley's Landing is divided into four development areas: the Washington Street Property; River One (the "Project" for purposes of this Agreement}; River Two; and River Three. Each of the four development areas Is subject to its own development agreement.

Section 1.4. Definitions. As used in this agreement, the following terms, phrases and words shall have the meanings and be Interpreted as set forth in this Section:
(a} "Adopting Ordinance"' means Ordinance Number 06-05, adopted by the.

City Council February 15, 2006, which approves this Development Agreement as required by Government Code section 65867 .5. (b} "Applicable Fees" means the fees applicable to the Project during the Vested Fee Period, as more specifically described in Section 2.6.1 of this Agreement.
(c) "CEQA" means the California Environmental Quality Act, California Public Resources Code section 21000 et seq.
(d} "City" means the City of West Sacramento. The principal office of the City ls located at 1110 West Capitol Avenue, West Sacramento, California, 95691.
(e} "City Council" means the City Council of the City of West Sacramento, or its designee.
(f) "City Existing Fee Schedule" means the fees shown on Exhibit "D" that are in effect as of the Effective Date.

February 15, 2006 5 of 38
688
(g) "City Manager'' means the City Manager of the City of West Sacramento, or his or her deslgnee.
(h) "Collective Standards" means: (i) the provisions of this Development Agreement; (ii) the Planning Documents; (iii) land use entitlement and · approvals (including conditions and CEQA mitigation measures) applicable to the Project and the Property that may be granted following the Effective Date; and (iv) Existing Land Use Regulations, except to the extent that they are collectively or individually subject to Reserved Powers.

Concurrently with the execution of this Agreement, the parties shall prepare a list, and bind, as appropriate, the documents constituting all of parts (i), (ii), and (iv) of the Collective Standards. Documents constituting part (iii) of the Collective Standa·rds shall be added as they are approved by the City. The City Clerk and the Community Development Director are authorized to countersign these documents on behalf of the City. (i) "Community Development Director" or "Director" means the Community Development Director of the City of West Sacramento, or his or her designee.
0) "Developer" means Panattoni Development Company, LLP, a California limited liability partnership, and any assignee approved by the City in accordance with Section 1.14 of this Agreement. As used herein, the term Developer shall include Owner until Owner no longer has a fee title interest in the Property. The principal office of Panattoni is located at 8401 · jackson Road, Sacramento, CA 95826.
(k) "Devel~pment Agreement· means this Agreement.·
(I) · "Development Agreement Law" means the statutes governing development agreements (Government Code Sections 65864 et seq.) and the City's rules and regulations described in Recital 3. · (m) "Effective Date• means the effective date of this Agreement as set forth in Section 1.10 hereof.
(n) "Enumerated Improvements" means those Improvements identified as mitigation measures in the FEIR that are not included in the City Existing Fee Schedule but that will be constructed or financed by Developer pursuant to Section 2.6.2.2 of this Agreem~nt.
(o) "Existing Land Use Regulations" means the following ordinances, resolutions and regulations applicable to the Project on the Effective Date, to the extent they govern the permitted uses of land, and the density and ·intensity of land use:

February 15, 2006 6of38
689
0 (p}
(q}
(r}
(s)
(t)
(u}
(v}
(i} The West Sacramento General Plan;
(ii} The Washington Specific Plan;
(iii} The West Sacramento Zoning Code; and
(iv) PD-30
"Final Environmental Impact Report (FEIR)" means the Raley's Landing Final Environmental Impact Report (SCH # 2005042083) prepared in accordance with CEQA, which incorporates by reference the contents of the Draft EIR and, in addition, includes the following: the comments received, either verbatim or in summary during the review process; the lead agency's responses thereto; and a list of persons, organizations, and public agencies that submitted comments. "Final Environmental Impact Report" or "FEIR", as used herein, also includes the mitigation measures contained in ttie mitigation monitoring program and the Findings of Fact and Statement of Overriding Considerations approved by the City Council. "General f>lan" means _the General Plan of the City of West Sacramento, including the text and maps. ·
"lnclusionary Housing Ordinance• means the City of West Sacramento Redevelopment Area lnclusionary Housing Ordinance, set forth in Chapter 15.10 of the City's Municipal Code, as It may be amended from time-to-time.
"Option Agreement" means that certain Option to Purchase Agreement by and between Owner and Developer dated November 15, 2005, the terms of which specify that · the Property may transfer from Owner to Developer upon approval by the City of the discretionary entitlements for the Project a_s contained herein.
"Owner" means Raley's, a California corporation. Owner's principal office for the purpose of this Agreement is 500 West Capitol Avenue, West Sacramento, California, 95605.
"Owner eartlclpation Agreement (OPA)" . means the "Amended and Restated Owner Participation Agreement' between the Redevelopment Agency of the City, Raley's, and James· E . .Teel and Joyce Raley Teel, Trustees of Teel Family Trust dated January 20, 1995, which OPA is dated as of January 12, 1996.
"Permit Processing Fees" mea~s fees and charges (i} adopted by the City for the purpose of defraying the City's reasonable costs incurred or to be incurred in the processing and administration of any form of permit, license, or land use entitlements, or (Ii} Imposed by the City to defray the costs of periodically updating its plans, policies and procedures, including, February 15, 2006 7 of38
690
but not limited to, the fees and charges referred to in Section 66014 of the Mitigation Fee Act, provided these fees are applied uniformly to similarly situated applicants.
(w) "PD-30" means the Ordinance of the County of Yolo Rezoning Certain Real Property to Planned Development, adopted May 6, 1986 and amended November 16, 1995, as amended in connection with approval of the Project.
(x) "Planning Commission" means the City of West Sacramento Planning Commission, or its designee.
(y) . "Planning Documents" means, and shall be limited to, those approvals, documents, and mitigation measures referred to in Recitals 14 (a) through (c) above and in Recital 15, and any exhibits to those documents. (z) "Project" means the "River One• project, as specified in Section 1.1 and as provided for in the provisions of this Agreement.
(aa) "Property" means the real property described in Section 1.2 on which Developer intends to develop the Project .
. (bb) "Public Facilities Agreement" means the "Amended Public Facilities Agreemenr between the City and Raley's, dated as of January 12, 1996, and amended December 11, 1996, as it may hereafter be modified by the parties thereto.
(cc) "Redevelopment Plan for Project No. 1" means the Plan adopted by the Yolo County Board of Supervisors in 1986 and adopted by the City after incorporation, and all subsequent amendments thereto, including without limitation the proposed amendments described in the "Report to the City Council for the Fourth Amendment to the Redevelopment Plan for West Sacramento Redevelopment Project No. 1" dated January 2005. The Redevelopment Plan guides the City ·Redevelopment Agency in the redevelopment, rehabilitation, and revitalization of, among other areas of the City, the Raley's Landing project area.
(dd) "Raley•~ Landing• means the Raley's Landing project described in Section 1.3.
(ee) "Raley's Landing Development Agreement" means . that certain development agreement between the City, Raley's, and James E. Teel and Joyce Raley Teel, Trustees of the Teet Family rrust, dated January 12, 1996. The agreement applies to the area bounded by E Street on the north, West Capitol Avenue on the south; Third Street on the west, and the riverfront on the east. The agreement describes a mixed-use development that includes. ~ 428-room hotel, approximately 945,000 i=.ebruary 15, 2006 8of38
691
0 square feet of office space, retail shops totaling approximately 46,000 square feet, 3,357 off-street parking spaces, and ~ 218-unit apartment building.
(ff) "Reserved Powers" means those powers explicitly reserved to the City by this Agreement pursuant to Section 1.21 of this Agreement. (gg) "River One" means the Project.
(hh} "River Two" . means the 1.2 acre property bordered by the River Three area on the north, Second Street and the existing parking garage on the west, the Sacramento River on the east, and the Ziggurat building on the south, and as depicted in Exhibit "C". Proposed development in the River Two area includes approximately 150 multifamily residential units and structured parking for approximately 300 vehicles.- The building would have approximately 17 stories and an overall height of approximately 190 feet.
(ii) "River Three" means the 5.6 acre property bordered by E Street on the north, Third Street on the west, the Sacramento River on the east, and F Street and the River Two area on the south, and as depicted in Exhibit "C". Proposed development in the River Three area includes approximately 600,000 gross square feet of office ·space, 20,000 gross square feet of commercial space, and structured parking for 2,151 vehicles.
(jj) "Subdivision Ordinance" means Title 16 of the West Sacramento Municipal Code, as it may be amended from time-to-time. (kk) "Successors in Interest· means any subsequent owner that acquires all or any' p9rtion of the Project in accordance with the terms of this Agreement. This term shall not include private parties that acquire recorded residential lots developed with residential homes · within the Project.
(II) "Term" means the term of this Agreement, as specifieq in Section 1.1 O of this Agreem~nt. · ·
(mm) 'Tree Preservation Ordinance" means the City's Tree Preservation Ordinance, set forth in Chapter 8.24 of the West Sacramento Municipal Code, as it may be amended from time-to-time.
(nn) "Vested Fee Period" means the term during which the Project shall be vested in the City Existing Fee Schedule, adjusted for inflation, as more specifi9ally_descriped in Section 2.6.1.1 -of this Agreement.

February 15, 2006 9of38
692
(oo) 'Washington Specific Plan· or "Specific Plan" means that certain document adopted by the City on May 15, 1996. The Specific Plan was prepared to guide the redevelopment and conservation of the City's Washington Plan Area. Minor deviations and administrative changes approved as provided for In Chapter VIII, Section F of the Washington Specific Plan shall not require amendment to this Agreement, but shall automatically be deemed incorporated into the Collective Standards. (pp) "Washington Street Property" means the six and nine tenths (6.9) acre property bordered generally by G Street on the north, West Capitol Avenue on the south, Fifth Street on the west, and Third Street on the east, and as depicted in Exhibit "C" attached hereto. The Washington Street Property Is a planned mixed-use area combining retail and residential uses. Development of the Washington Street Property is planned to be primarily residential, with 6.9 acres proposed for development of approximately 550 multifamily residential units in two (2) phases. If built out to the maximum allowable density, the Washington Street Property will consist of approximately five hundred and fifty (550) residential units and have approximately forty thousand (40,000) square feet of retail uses.

Section 1.5. Exhibits. Exhibits to this Agreement are as follows:

Exhibit "A" Legal Description of Property
Exhibit "B" Narrative Description of Raley's Landing
Exhibit ·c· Map of Raley's Landing
Exhibit "D" City Existing Fee Schedule
Exhibit "E" ARTBA .

Exhibit "F" ENR
Exhibit "G" Allocation of Responsibility for Enumerated Improvements Exhibit "H" Form of Reimbursement Agreement
The above-referenced exhibits are hereby incorporated into this Agreement.

Section 1.6. Incorporation of Recitals. Recitals 1 through 21 are incorporated herein, including all exhibits r:eferred to In said Recltals. In the event of inconsistency between the Recitals and provisions of Articles 1 through 6, the provisions of Articles 1 through 6 shall prevail.

Section 1.7. Relatlonshlp of City, Owner ·and Developer. This Agreement is a contract that has been _negotiated and voluntarily entered into by City, Owner and Developer. Neither the Owner nor the Developer _is an agent of City. The City, Developer and Owner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained in this Agreement or in any document executed in connection with this Agreement shall be construed as making the City and Developer and/or Owner joint venturers or partners.

February 15, 2006 10 of 38
693
Section 1.8. Project Is a Private Undertaking. It is agreed among the parties that the Project is a private development and that the City has no interest therein except as authorized in the exercise of its governmental functions. Nothing in this Agreement shall preclude the Developer from forming any form of investment entity for the purpose of completing any portion of the Project, provided, however, any transfer of Developer's rights under this Agreement shall be governed by Section 1.14.

Section 1.9. Interest of Owner and Developer. Owner warrants that, as of the Effective Date, it is the owner of the Property and has 100 percent of the legal interest in the Property subject to encumbrances of record. Owner and Developer warrant that Developer has a valid, enforceable option to purchase the Property pursuant to the Option Agreement. If Developer fails to acquire title to the Property on or before December 31, 2006, Developer's rights under Section 2.6.1 of this Agreement shall immediately terminate; provided, however, that If an Incidental Take Permit (ITP) for the Project has not been issued by the United States Fish and Wildlife Service by December 31, 2006, the City Manager may extend this deadline until the ITP has been issued, but in no event beyond May 31, 2007. Upon legal transfer of title of the Property to Developer or a permitted assignee, Owner shall be released of all rights, obligations and duties under this Agreement as provided in Section 1.14.

Section 1.10. Effective Date; Term of Agreement.

1.10.1 Effective Date. This Agreement shall take effect upon the effective date of the Adopting Ordinance ("Effective Date"). No later than the Effective Date, the Owner, the Developer and the City (by and through its City Council having authorized execution by its Mayor), shall execute this Agreement, and thereafter the Clerk of the City Council shall cause this Agreement to be recorded in the Official Records of the County of Yolo, State of California. In the event that this Agreement Is not approved by the City Council and fully executed by the parties on or before December 31, 2006, this Agreement shall become null and-void and the parties shall be released from all obligations hereunder, except those which expressly survive the expiration or termination hereof.

1.10.2 Term. The term of this agreement shall commence on the Effective Date and shall continue in force for a period of ten (10) years thereafter ("Term") unless sooner terminated or extended as hereinafter provided.

1.10.3 Term Extension. The Term shall be automatically extended for an additional five (5) years If the City Manager reasonably determines that (i) Developer is not then in material default under this Agreement and (ii) any of the following has occurred: (a) Developer has secured an active building permit(s) and has commenced above-ground construction on a minimum of 100 residential dwelling units, or a 100- room hotel, or 100,000 square feet of office space within the Project, or (b) active building permits have been secured and above-ground construction has commenced for the development of either: (i) at least 375,000 square feet of office building(s) and 200 residential dwelling units or hotel rooms within Raley's Landing, or (ii) at least February 15, 2006 11 of 38
694
475,000 square feet of office building(s) and 100 residential dwelling units or hotel rooms within Raley's Landing.

1.10.4 Effect of Termination. Following the expiration of the Term (including, if applicable, the Extension) or earlier termination in accordance with this Agreement, this Agreement shall have no force and effect, and .the Parties shall be released from all obligations arising hereunder, except those obligations which expressly survive the expiration or early termination hereof.

If the parties amend or ca.ncel this Agreement as herein provided, or as otherwise provided by Development Agreement Legislation, or this Agreement is terminated pursuant to any provision hereof, then the Clerk of the City Council shall, after such action takes effect, cause an appropriate notice of such action to be recorded In the Official Records of the County of Yolo. The cost of recordation shall be borne by the party causing such action. ·
Section 1.11. Termination of Raley's Landing Development Agreement.

Upon recordation of the last-approved of this Agreement and the development agreements for the River Two and River Three projects, the Raley's Landing Development Agreement shall automatically terminate, except that Owner's rights under the Raley's Landing Development Agreement regarding the relief from payment for any costs and fees for sewage collection and treatment capacity shall continue and survive termination of the Existing Development Agreement, for the benefit of Owner and the developers under the four development agreements. In the event one or more of the other two development agreements is not approved by the Council or executed by the parties, then the Existing Development Agreement shall remain in effect but be deemed to have been amended as follows: (a) the Property shall be excluded from the Existing Development Agreement and shall no longer be entitled to the benefits or burdened by the obligations of that agreemeht, except as expressly provided in this Section; and (b) the description contained In the Existing Agreement shall be geemed to be amended to reduce the entitlements thereunder by the amounts. set. forth in Section 1.1.

Section 1.12. Priority of Enactment. In the event of conflict between this Agreement, the Planning Documents and the ,Existing Land Use Regulations, the parties agree that the following sequence of approvals establishes the relative priority of the approvals, each approval superior to the approvals listed thereafter: (1) the General Plan, as existed on the Effective ,Date; (2) the.Washington Specific Plan, as modified to accommodate · Raley's Landing; (3) the Development Agreement; (4) the Planning Documents, other than the General Plan and the Specific Plan; and (5) the Existing Land Use Regulations. · ·
Section 1.13. Vested Rights of Developer. During the term of this Agreement, unless sooner terminated in accordance with the terms herein, in developing the Property consistent with the Project described herein, Developer is assured, and City agrees, that the development rights, obligations, terms and conditions specified in the Collective Standards are fully vested in the Developer and may not be changed or modified by the City except as may be expressly permitted by, and in accordance with, February 15, 2006 12 of 38
695
the terms and conditions of this Agreement,· or as expressly consented thereto by the Developer to the extent such proposed change or modification is applicable thereto. All approvals pursuant to the Subdivision Ordinance granted by the City to the Developer during the Term in furtherance of the Project shall also be vested for the Term.

Section 1.14. Assignment.

1.14.1. Transfer of Property from Owner to Developer; Release of Owner. Owner may transfer its undivided fee title interest to the Property pursuant to the Option Agreement without further approval by the City. Upon such transfer of title, Owner is hereby released of all rights, obligations and duties under this Agreement.

1.14.2. Right to Assign.
(i) General. Neither Owner nor Developer shall assign this Agreement, In whole or in part, or delegate performance under this Agreement, except with the prior written consent of City, which consent shall not be unreasonably withheld.

All assignments of rights and delegation of performance under this Agreement without such consent are prohibited under this section, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner. Any purported assignment of rights or delegation of performance in violation of this section is void. Notwithstanding the foregoing, City's consent shall not be required for the assignment, in whole or In part, of rights or delegation of performance to an affiliate of Owner or Developer, or a lender for security purposes, or to a Qualified Assignee. For the purposes of this Section:
{a) a "change of control" Is deemed an assignment of rights. {b) "merger" refers to any merger in which a party participates, regardless of whether It is the surviving or disappearing corporation. {c) "affiliate" means any corporation or entity which controls, is controlled by, or Is under common control with Owner or Developer, as the case may be.
{d) a "Qualified Assignee" means an assignee that has delivered to the City a written assumption of the obligations under this Agreement and meets the following criteria: (1) is a nationally or regionally recognized real estate development or investment company which has developed or invested in the development of a project substantially similar to the portion of the project proposed for assignment {i.e. office, retail, hotel or residential), and (2) either alone or In combination with its members, partners or guarantors has a demonstrated net worth of not less than ten million dollars ($10,000,000). .
(ii) Completed Units. Notwithstanding Section 1.14.2(1), Developer may, without the prior consent of the City, transfer title to a completed single-family residence, a multi-family building or a non-residential building (including a building February 15, 2006 13 of 38
696
shell), provided such residence or building has been approved by the City for occupancy (or, in the case of a non-residential shell building, final inspection by the City) (a "Completed Unit").

1.14.3. Release of Developer.
(i) Assignment and Delegation Upon the date of an assignment and delegation of all or a portion o.f this Agreement by Developer to an approved assignee, affiliate, or Qualified Assignee, Developer shall be released from all its performance obligations hereunder relating to the portion assigned. (ii) Completed Units Upon the transfer of title to a Completed Unit, Developer shall be released from its obligations hereunder relating to the portion of the Property transferred. The provisions of this Agreement shall not be binding upon the purchaser or transferee of a Completed Unit.

1.14.4. Foreclosure. Notwithstanding the foregoing, but subject to Section 2.12, nothing contained in this Agreement shall prevent a transfer of the Property, or any portion thereof, or the assignment or delegation of this Agreement, in whole or in part, to either: (a) a lender as a result of a foreclosure or deed in lieu of foreclosure (b) the purchase at foreclosure sale, or (c) any of such lender's assigns or successors-in-interest to all or any portion of the Property or this Agreement; provided, however, that such lender, purchaser or assign/successor-in-interest shall not be entitled to any right under this Agreement until such time as such lender or assign/successor-in-interest has delivered to the City the written assumption of any pro rata claims for payments or charges against the Property; or such portion thereof, which accrue prior to the time such holder comes into possession, and any obligations under this Agreement first arising after the date of foreclosure sale or delivery of the deed in lieu of foreclosure.

Section 1.15. Covenants Running With The Land. Except as set forth herein, the conditions and covenants set forth in this Agreement and incorporated herein by exhibits shall run with the land and the benefits and burdens shall bind and inure to the benefit of the parties. Each and every purchaser, assignee or transferee of an interest in the Property, or any portion thereof, shall be obligated and bound by the terms and conditions of this Agreement, and shall be the beneficiary thereof and a party thereto, but only with respect to the Property, or such portion thereof, sold, assigned or transferred to it. Any such purchaser, assignee or transferee -shall observe and fully perform all of the duties and obligations of Developer contained In this Agreement, as such duties and obligations pertain to the portion of the Property sold, assigned or transferred to it.

Section 1.16. Amendment to Agreement

1.16.1. Developer and City. This Agreement may be amended by mutual consent of the parties in writing, in accordance with the provisions of the Development Agreement Law, provided ·that: any amendment which relates to the February 15, 2006 14 of 38
697
Term, permitted uses, increased density, Increased height and size of proposed buildings, or provisions for reservation and dedication of land shall require a noticed public hearing before the parties may execute an amendment.

Any amendment entered into between the City and the Developer shall require the signature of each owner of any portion of the Property to the extent the amendment modifies the Development Agreement as to that owner's property. If the amendment has the potential to affect obligations set forth in the development agreements for River Two, River Three, or the Washington Street properties, either party to this Agreement may require that the consent of the parties to those agreements also be obtained.

Section 1.17. Implementation. Implementation of this Agreement will require a close degree of cooperation between City and Developer. In addition, over time, the need may arise to make non-substantive revisions to the description of the Project. The City Manager is hereby authorized to approve any and all documents, to do any and all things, and to take any and all actions that may be necessary or advisable, in his or her discretion, to implement this Agreement, including the approval of non-substantive revisions to the description of the Project. The City Attorney shall be authorized to make the determination whether a requested action may be effectuated pursuant to this Section or whether the request is of such a character to require an amendment to this Agreement pursuant to Section 1.16.

Section 1.18. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California.

Section 1.19. Indemnification, Defense, and Hold Harmless.

1.19.1. Third Party Legal Challenge. In the event any legal action or special proceeding Is commenced by any person or entity other than a party (including a party's successor} challenging this Agreement, or any provision herein, the parties agree to cooperate with each other in good faith to defend said lawsuit, each party to be liable for its/their own legal expenses and costs. Notwithstanding the foregoing, City may elect to tender the defense of any lawsuit filed by a third person or entity to Developer and/or Developer's successors(s) and, in such event, Developer and/or such successors shall hold the City harmless from and defend the City from all costs and expenses incurred in the defense of such lawsuit, including, but not limited to, attorneys' fees and expenses of litigation awarded to the prevailing party or parties in such litigation. The Developer and/or successors shall not settle any lawsuit on grounds which include, but are not limited to, non-monetary relief without the consent of the City. The City shall act in good faith, and shall not unreasonably withhold consent to settle.

The Developer's duty pursuant to the preceding paragraph shall remain in effect so long· as the Developer owns or retains an interest in thirty-three percent (33%) or more of the Property. In the event the Developer retains less than 33%, the City shall have the option, but not the obligation, to defend any third party claim. Regardless of the degree of Developer's ownership, the City shall have the option, but not the February 15, 2006 15 of 38
698
obligation, to tender the defense of the lawsuit to any affected successor as set forth above. ·

1.19.2. Damage, Personal Injury. Developer shall indemnify and hold the City, its council members, officers, agents, employees and representatives harmless from liability for damage or claims of damage, for personal injury, including death and claims for property damage which may arise from the actions of Developer or those of its contractor(s), subcontractor(s), agent(s), or employee{s) undertaken pursuant to this Agreement. Developer agrees to and shall defend City and its council members, officers, agents, employees and representatives from actions for damages caused or alleged to have been caused by reason of Developer's activities in connection with the Project.

Developer's obligation under this section to hold harmless the City, its council members, officers, agents employees, and representatives shall not extend to liability for damage or claims for damage arising out of the negligence or willful act of the City, its council members, officers, agents, employees or representatives. In addition, Developer's obligation shall not extend to any award of punitive damages against the City resulting from the ·conduct of the City, its council members, officers, agents, employees or representatives.

1.19.3 Survival. Developer's Indemnification obligations hereunder shall survive the expiration or earlier termination of this Agreement.

Section 1.20. Attorneys' Fees. In any legal action or other proceeding brought by either party to enforce or interpret a provision of this Agreement, the prevailing party is entitled to reasonable attorneys' fees and other costs incurred in that proceeding in addition to any other relief to ~ich it is entitled.

Section 1.21. Reserved Powers Relating to Prolect Entitlements and Approvals
Notwithstanding any other provision of this Development Agreement to the contrary, the City retains the following reserved powers and retains the authority to take the following actions:
(a) Grant or deny applications for land use entitlements and approvals for the Project and the Property, consistent with the Collective Standards; (b) Approve, disapprove or revise subdivision maps, parcel .maps or lot line adjustments for the Project and the Property; consistent with the Collective Standards;
(c) Apply, or adopt and apply, design and construction requirements for specific public improvements to serve the Project on the Property, except February 15, 2006 16 of 38
699
to the extent that such requirements are a part of the Existing Land Use Regulations or expressly set forth in this Development Agreement:
(d) Adopt and apply property transfer and/or excise taxes; (e) Adopt and apply utility charges;
(f) Adopt and apply Permit Processing Fees:
(g)· Adopt and apply regulations to protect the City and its citizens from immediate risks to health and safety;
(h) Adopt or increase fees, charges, assessments or special taxes except to the extent prohibited by Section 2.9 of this Development Agreement; (i) Adopt and apply regulations relating to the temporary use of land, the control of traffic, the regulation of sewers, water, and similar subjects, and the abatement of public nuisances;
0) Adopt and apply City engineering design standards and construction specifications;
(k) Adopt and apply building and fire construction standards; (I) Adopt or undertake enforcement of land use regulation ordinances, policies, or programs, resolutions in order to comply with state or federal laws, provided that In the event that such state or federal laws, plans or regulations ·prevent or preclude compliance with one or more provisions of this Development Agreement, such provision or provisions shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations;
(m) Adopt land use regulations, ordinances, policies, programs or resolutions that are not in conflict with, or that are less restrictive than, the terms and conditions for development of the Project on the Property established by this Development Agreement or otherwise applicable Existing Land Use Regulations and which do not Impose additional burdens on such development other than those which are merely procedural in nature; (n) Adopt land use regulations, ordinances, policies, programs, resolutions or fees that are in conflict with the Existing Land Use Regulations, but which are either expressly made not applicable to the Property or are consented to In writing by the D'eveloper either through amendment of this Development Agreement or by separate document.

February 15, 2006 17of38
700
The foregoing Reserved Powers may be exercised by the City acting through its elected or appointed officials or its employees, or directly by the electors through the initiative process.

ARTICLE2

PROJECT DEVELOPMENT
Section 2.1. Vested Rights to Develop. Developer shall have the vested right to develop the Project in accordance with Section 1.13 of this Agreement.

Section 2.2. Public Facilities Agreement. The parties acknowledge that Owner has satisfied the requirements and responsibilities set forth in the Public Facilities Agreement. Pursuant to the Public Facilities Agreement, Developer is not obligated to pay the "Sewer Impact Fee (Connection Fees)-Citywide" set forth in Section VIII.C of the City's Book of City lmpos\s for collection of wastewater.

Section 2.3. Subsequent Zoning Ordinance Amendment. If the City's zoning ordinance is amended after the Effective Date to authorize greater densities and intensity of use or greater maximum height and size of buildings, the amended provisions may be applied to the development of the Property at the option of Developer.

Section 2.4. Changes to Existing Land Use Regulations. Except as qtherwise specifically provided for herein, the following changes to the Existing Land Use Regulations shall apply to the development of the Property:
(a) Land use regulations, ordinances, policies, programs, resolutions or fees adopted or undertaken by City in order to comply with regional, state or federa.1 laws, provided that, in the event that such regional, state or federal laws prevent or preclude compliance with one or more provisions of this Agreement such provision or provisions shall be modified or suspended as may be necessary to comply with such regional, state or federal laws or regulations.
(b) Citywide· land use regulations, ordinances, policies, programs, resolutions or fees adopted after the Effective Date, and exclusive of new development fees or impact fees, that are not in conflict with the terms· and conditions for development of the Property established by this Agreement, or otherwise applicable Existing Land Use Regulations.
(c} City land use regulations, ordinances, policies, programs, resolutions or fees adopted after the Effective Date, which are in conflict with the Existing Land Use Regulations, but the application of which to the development of the Property has been consented to in writing by the Developer and/or the applicable successor, either through this Agreement or by later separate document.

February 15, 2006 18 of 38
701
(d) Changes adopted by the City pursuant to its Reserved Powers.

Section 2.5. Further Reviews. Developer acknowledges that the Existing Land Use Regulations contemplate further reviews of elements of portions of the Project by the City. These reviews include, but are not limited to, monitoring and ·implementation of environmental mitigation measures. Nothing in this Agreement shall be deemed to limit or expand the legal authority of City with respect to such reviews, as provided for by, and which are otherwise consistent with, this Agreement.

Section 2.6. Financing of Public Facilities.

2.6.1 Vested Fee Schedule.

2.6.1.1 Vesting, Term. The Project shall be vested in the City Existing Fee Schedule, adjusted for inflation, as listed in Exhibit "D" (the "Applicable Fees") for a period of three (3) years after the Effective Date (the "Vested Fee Period").

2.6.1.2 Development Extension. The Vested Fee Period shall be automatically extended for a period of an additional two (2) years (for a total vesting period of five (5) years) if the City Manager reasonably determines that (i) Developer is not then in material default under this Agreement and (ii) any of the following has occurred: (a) Developer has secured an active building permit(s) and has commenced above-ground construction on a minimum of 100 residential dwelling unitS, or a 100- room hotel, or 100,000 square feet of office within the Project, or (b) active building permits have been secured and above-ground construction has commenced for the development of at least 375,000 square feet of office building(s) and 100 residential dwelling units ?r hotel rooms within Raley's Landing.

2.6.1.3 Design Review Tolling. If the City Council has not approved the design of the Project, pursuant to Section 2.10, within four (4) months after the City determines that Developer's application for design review is complete, and Developer diligently pursues approval in good faith, then the Vested Fee Period shall be tolled until the design of the Project has been approved by the City Council; provided, however, that In no event shall such tolling period extend for more than six (6) months. "Diligently pursuing approval" shall mean that the Developer submits design modifications responsive to Planning Com.mission and/or City Council comments within 30 days after receiving such comments.

2.6.1.4 Adjustment of the Applicable Fees. The Applicable Fees shall be adjusted from the last adoption or amendment date of each specific fee prior to the Effective Date (the "Base Date") to the date of the issuance of building permits for the building in question. The inflation adjustments for the Traffic Impact Fee and the Raley's Landing Traffic Impact Fee shall be equal to the cumulative changes In the construction Index published by the American Road and Transportation Builders Association (ARTBA), a copy of which is attached hereto as Exhibit "E", between the Base Date and the date Developer submits a completed application for the building permit in question. All other impact fees shall be adjusted by the cumulative changes in February 15, 2006 19 of 3B
702
the Engineering News Record Construction Cost Index (ENR CCI), a copy of which is attached hereto as Exhibit "F" between the Base Date and the date Developer submits a completed application for the building permit in question. The Parties agree that the documents attached as Exhibits "E" and "F" constitute the published Indices available as of the Base Date and shall be used to determine the appropriate fee adjustments. In the event that the published ir¥iices are no longer available following the Effective Date, the Parties shall meet and confer in a good faith attempt to agree on a comparable replacement index to be used to determine the appropriate fee adjustments pursuant to this Section.

Following the term of the Vested Fee Period, including any extension, the thencurrent City Fees shall apply to all building permits issued for the Project.

2.6.2. Payment of Applicable Fees, Construction of Public Improvements, and Mitigation for Police and Fire Equipment.

2.6.2.1 Payment and Calculation of Applicable Fees.

Developer agrees to pay the Applicable Fees, which shall be calculated in accordance with the methods outlined in the "General Notes and Requirements Permit Information Fee Schedules," published by the City's Engineering Division, dated January 2006, and the City's Book of City Fees (subject to Section 2.6.1.) .

2.6.2.2 Construction of Public Improvements. In addition, Developer agrees that it shall construct or fund the following improvements, each of which Is identified as a mitigation measure in the FEIR but is not included In the City Existing Fee Schedule: Mitigation Measure 3.3-1; Mitigation Measure 3.3-3; Mitigation Measure 3.34; Mitigation Measure 3.3-5; and Mitigation Measure 3.3-6 ("Enumerated Improvements•). The Developer's obligation to fund, construct, or otherwise implement the Enumerated Improvements is set forth In Exhibit "G" attached hereto. Developer's obligations under this Section 2.6.2.2 shall not be limited by the estimates set forth in Exhibit "G".

2.6.2.3 Fire and Police Equipment. The FEIR requires that:
(a) a determination be made concerning whether additional equipment will be needed to provide fire and police protection services to the Project; and (b) if such equipment is required, that a funding mechanism be establlshed to ensure that the Developer pays its fair share of the costs of such equipment

2.6.2.3.1 Fire Equipment The City has determined that
· one upgraded aerial ladder truck will be needed to provide fire protection services to the Project. The estimated cost of this equipment is $150,000. Since this equipment is only needed to provide fire project services to River Three, the Developer shall not be responsible for the cost of this equipment.

February 15, 2006 20 of 38
703

2.6.2.3.2 Police Equipment. The City has determined that no additional equipment will be needed to provide police protection services to the Project.

2.6.3. Reimbursement Agreement. In connection with obtaining a building permit for the Project, Developer is required to pay impact fees to the City through the City Existing Fee Schedule and to design, construct, install, and/or finance those improvements identified in Section 2.6.2.2 of this Agreement and not included in the City Existing Fee Schedule. To the extent that Developer is either entitled to reimbursement from other development entities or is responsible for reimbursing other development entities within the Rafey's Landing Project, Developer agrees that it shall enter into a reimbursement agreement with developers for the River Two, River Three, and/or Washington Street projects, and that such reimbursement agreement shall be privately negotiated and executed by and between Developer and the relevant entity.

In the event that Developer. designs, constructions, installs, and/or finances any improvement that are eligible for reimbursement from City impact fees or from subsequent developers, the parties agree that Developer and City shall enter into a Development Reimbursement Agreement in substantially the form attached hereto as Exhibit "H".

2.6.4. Riverfront Park Maintenance. Developer shall provide a mechanism for financing its fair share of the cost of the maintenance and operation of the Riverfront Park l:>e~een the I Street Bridge and the Tower Bridge. If the mechanism is a Community Facilities District ("CFO"), then approval of the special tax formula by the qualified electors must have occurred prior to the issuance of the first building permit for the Project, with the exception that for Phase 1 of . River Three, approval of the special tax formula must have occurred prior to issuance of the Certificate of Occupancy. If another financing mechanism Is provided, then all comparable steps must have occurred prior to building permit issuance, with the exception that for Phase 1 of River Three, where such steps must have occurred prior to issuance of the Certificate of Occupancy. Developer's "fair share• shall be determined by·the City at the time the financing mechanism is established, provided, however, that in no event shall the combined fair share for River One, River Two, River Three, and the Washington Street Property exceed 50% of the total cost to maintain and operate the Riverfront Park between the I Street Bridge and the Tower Bridge.

Developer shall be responsible for City's costs Incurred in the development of the financing mechanism, provided however that subsequent developers that annex into the CFO or other financing mechanism shall reimburse Developer for costs incurred in formation of the financing mechanism. City shall, to the extent feasible, -impose cleanup and maintenance obligations upon public or private entities that utilize the Riverfront Park for large public gatherings and regional events.

2.6.5 Trip Reduction. Developer shall either: (1) prepare and submit for approval by the City Council a plan which includes specific measures which will result in thirty p·ercerit (30%) of all trips being other than single-occupancy vehicle trips; or (2) agree to participate in a financing mechanism for regional transit that (a) is February 15, 2006 21 of 38
704
based on a nexus study, (b) is regional in nature, (c) is proportionate, fair and equitable, and (d) complies with all applicable laws and ordinances.

Section 2.7. Permit Processing Fees. Developer shall pay when due all Permit Processing Fees.

Section 2.8. Tree Removal Permits. Developer shall satisfy the requirements of the City's Tree Preservation Ordinance, Chapter 8.24 of the West Sacramento Municipal Code, which requires that Developer obtain and comply with the terms of a tree removal permit in connection with the removal of trees located within the Property and provide mitigation for removed trees. As a condition of approval of the tree removal permits, Developer shall provide tree mitigation for the removal of the trees in accordance with the Tree Preservation Ordinance, provided, however that Developer may satisfy its tree mitigation requirements by: (i) planting trees pursuant to the Tree Preservation Ordinance, (ii) paying in lieu fees pursuant to the Tree Preservation Ordinance, or (iii) posting a Letter of Credit to cover the cost of trees, stakes, labor and tree transport for the planting, which Letter of Credit shall be released upon the earlier of (a) verification of completion of the planting of all of the replacement trees, or (b) payment by Developer, at Certificate of Occupancy, of in lieu fees under the Tree Preservation Ordinance. If Developer plants replacement trees, Developer shall provide security acceptable to the City Manager to secure its obligation to replace such trees during a three year period following planting.

Section 2.9. No New Impact or Development Fees. Except as expressly provided in this Agreement, Developer and its successors shall have no obligation to pay, contribute, or otherwise provide as a condition or exaction of any subsequent approval by City any new or increased development or impact fee or fees, however described or defined, imposed by City during the term .of this Agreement.

Section 2.10. Design Review.

2.10.1 Review Standards. No building permit for the ·Project shall be issued until the City has reviewed and approved the design of the building(s). Building design shall be reviewed with reference to the Collective Standards and the description of the project contained in the FEIR, and no modification to a building's design may be required if that modifi~ation would either: .a) be inconsistent with the Collective Standards or the project description in the FEIR; or b) necessitate a change in the height or massing envelopes of the building as described in the FEIR.

2.10.2 Process. The Planning Commission sh~II hold a_public hearing on the design of the Project. Notice of the hearing shall be given pursuant to Section

17.62.040 of the City's municipal code. Following the public hearing, the Commission shall make a written recommendation to the City Council. If the Planning Commission recommends that the City conditionally approve or disapprove the design, the recommendation· shall' include findings. Notice of a public hearing before the City Council shall be provided pursuant to Section 17.62.060 of the City's municipal code.

February 15, 2006 22 of 38
705
Following the public hearing, the City Council may approv~. modify or disapprove the recommendations of the Commission.

2.10.3 Vehicular Access from Tower Bridge Gateway. The Project shall have the right to provide vehicular access into the south side of the Project from Tower Bridge Gateway, subject to review ahd approval of design and location by the City Manager.

Section 2.11. Planned and Multifamily Densities. The parties acknowledge that as the Property develops and building permits are approved and recorded, the actual densities realized for some of the parcels may be less than the planned densities set forth in the Collective Standards (the "Planned Densities"). City and Developer acknowledge and agree that Developer may reduce Planned Densities below the maximum number authorized by the Collective Standards, at Developer's discretion, subject only to the minimum density provisions contained within the Collective Standards and appropriate City processing.

Section 2.12. Obligations and Rights of Mortgage Lenders. The holder of any mortgage, deed of trust or other security arrangement with respect to the Property, or any portion thereof, shall not be obligated under this Agreement to construct or complete Improvements or to guarantee such construction or completion, but shall otherwise be bound by all of the terms and conditions of this Agreement which pertain to the Property or such portioh thereof in which It holds an interest. Any such holder who comes Into possession of the Property, or any portion thereof, pursuant to a foreclosure of a mortgage or a deed of trust, or deed in lieu of such foreclosure, shall take the Property, or such portion thereof, subject to any pro rata claims for payments or charges against the Property, or such portion thereof, which accrue prior to the time such holder comes Into possession. Nothing in this Agreement shall be deemed or construed to permit or authorize any such holder to devote the Property; or any portion thereof, to ~ny uses, or to construct any improvements thereon, other than those uses and improvements provided for or authorized by this Agreement, subject to all of the terms and conditions of this Agreement. ·
Section 2.13. lncluslonary Housing. The Developer may satisfy its affordable housing obligation under Chapter 15.10 of the Municipal Code off-site, subject to the terms set forth in this Section. Prior to the approval by City of any residential building permit for the Project, Developer shall enter into an Affordable Housing Agreement with City. The Affordable Housing Agreement shall specify how Developer will comply with Chapter 15.10. If Chapter 15.10 does not allow for off-site alternatives to the development of affordal;>le housing units to satisfy the inclusionary housing requirement on at least as favorable terms as set forth in this Section, Developer shall nonetheless be allowed to satisfy the very low income compc;ment of such obligation off-site if the Project is constructed at a residential density of: (a) at least 50 units per acre; or (b) an equivalent building mass for buildings that include a mix of residential, C()JTlmercial and/or retail uses. In addition, if the Project meets these criteria and the residential units will be sold as individual units, then to the extent Developer demonstrates to the City's reasonable satisfaction that construction of the required moderate income February 15, 2006 23 of 38
706
affordable units is not feasible on-site, Developer may construct such moderate income units off-site.

2.13.1 Minimum Criteria for Off-Site Proposal. The City shall not be obligated to consider an off-site alternative unless the alternative meets at least the following minimum criteria:

2.13.1.1 Financing of Affordable Units. Developer must submit a project financial report ("pro fortna") and such additional information as the City Manager deems necessary to determine that sufficient funding will be available to complete, operate, and maintain the affordable units developed through the proposed alternative.

2.13.1.2 Location of Affordable Units. Affordable units to be developed through the proposed alternative must be located within the Redevelopment Project Area. The specific location of affordable units within the Redevelopment Project Area shall be subject to City Council review and approval pursuant to Section 2.13.2.

The Developer acknowledges that the City Council Is concerned with issues related to location such as over-concentration of affordable units in one portion of the Redevelopment Project Area, and providing a ml~ of housing opportunities to residents of the City within the riverfront area.

2.13.1.3. Timing of Development. Affordable units developed through the proposed alternative shall generally be constructed concurrently with or prior to the completion of the Project. The deadline by which the affordable units will be completed shall be no more than two years from the date of issuance of the first residential bullding permit for the Project. In the event all affordable units will not be completed prior to the completion of the Project, Developer shall provide performance security reasonably determined appropriate by the City Manager to ensure the timely completion of the affordable units. ·

2.13.1.4 Compliance with Community Redevelopment Law.·The proposed alternative may not conflict with the requirements of the Community Redevelopment Law related to affordable housing.

2.13.2 Approval by City Council. The City Council may approve, conditionally approve, or disapprove Developer's alternative proposal. If the City Council disapproves the proposal, Developer may elect to either comply with Chapter

15.10 or propose another off-site alternative. In reviewing any proposed alternative, Developer agrees that the City Council's authority is not limited to determining whether the proposal complies ·with the minim uni criteria set forth in Section 2.13.1.

Section 2.14. Sewage Flows. The City shall provide the Project with adequate sewage flow capacity over a twenty-four (24) hour period and maximum flow capaciw over a fifteen (15) minute period sufficient to serve the Project. The City's obligation to provide adequate flow capacity is vested for the term of the Agreement.

February 15, 2006 24of38
707
Section 2.15. Sewage Treatment Capacity. Pursuant to the Wastewater Services Agreement between the City of West Sacramento and the Sacramento Regional County Sanitation District, dated March 22, 2004, the Parties believe adequate sewage treatment capacity sufficient to serve the Project is available through Regional Sanitation. Nothing contained herein, however, shall be construed as a guarantee of such capacity by the City.

Section 2.16. Water Services. The City shall provide the Project with adequate average daily flows of treated water sufficient to serve the Project. The City's obligation to provide adequate services is vested for the term of the Agreement.

ARTICLE 3

ENTITLEMENT AND PERMIT PROCESSING, SUBSEQUENT LEGISLATION Section 3.1. City Processing and Review. Subject to applicable regulations, the Collective Standards, and the Reserved Powers, City agrees it will process, review, and act on any and all applications for building and other construction permits, minor deviations or other entitlements necessary to accomplish the goals and purposes set forth in the Collective Standards, without restrictipn as to number. Notwithstanding any other provisions contained herein to the contrary, failure to meet any particular timeline shall not be deemed to be a breach of this Agreement by City and shall not relieve Developer of any obligations under this Agreement, provided that City acts in good faith.

Section 3.2. Cooperation between City and Developer. The City Agrees to cooperate with Developer in securing third party permits which may be required to develop the Property in accordance with this Agreement.

Section 3.3. Inapplicability of Subsequent Legislation. The parties acknowledge that the most efficient and economic development of the Property depends upon numerous factors, such as market orientation and demand, interest rates, competition, and similar factors, and that generally It will be most economically beneficial to the ultimate purchasers to have the rate of development determined by Developer. Except as permitted in Its exercise of a Reserved Power or as otherwise provided for: in this Agreement, neither the City Council nor any agency of the City shall enact any ordinance, resolution or other measure places restrictions on the rate, timing or sequencing of development of the Property or construction of the Project and which conflicts with the terms of this Development Agreement. Should an ordinance or resolution or other measure be enacted, whether by action of the City Council, initiative, referendum or otherwise enacting any such restriction, Including, but not limited to. development no-growth or slow-growth moratoria, to the extent any such measure/.fs inconsistent with the spirit, intent or letter of this Agreement, City agrees that such ordinance, resolution or other measure shall not apply to the Property, or any development thereof, or construction related thereto or construction of improvements necessary therefor, unless and except to the extent required by state or federal law.

February 15, 2006 25 of 38
708
ARTICLE4

DEFAULT
Section 4.1. Notice and Opportunity to Cure. In the event of a default or material breach of any terms cir conditions of this Agreement, the party alleging such default or breach shall give the other ,party not less than sixty (60} days notice in writing specifying the nature of the alleged default. During any such sixty (60) day period, the defaulting party shall .not be considered in default for purposes of termination or institution of legal proceedings. If such default has not been cured within the sixty (60) day period, the non-defaulting party may, at its option, institute legal proceedings pursuant to this Agreement or telll)inate this Agreement. This Section 4.1 shall not apply to termination by the City following the annual review required by the Development Agreement Law and described in Section 4.2.

Section 4.2. Annual Review.

4.2.1. Review Date. The annual review date of this Agreement (the "Review Date~) shall be one year following the Effective Date and the annual anniversary of said date each year thereafter.

4.2.2. Annual Review Process. Not less than thirty (30) days, nor more than sixty (60) days prior to the Review Date, Developer shall submit to the City Manager a letter setting forth the details of Developer's good faith compliance with the terms and conditions of this Agreement. Such letter shall be accompanied by such documents and other information as may be reasonably necessary and available to Developer to enable the City Manager to undertake the annual review of Developer's good faith compliance with the terms of this Agreement and Developer's letter shall also state that It is submitted to City pursuant to the requirements of Government Code Section 65865.1. Developer's failure to submit the letter shall not be considered a default under this Agreement unless City has, in writing, requested submittal of the letter and Developer has failed to comply fully with such request within fifteen (15) calendar days from the date of the notice.

The City Manager shall review Developer's submission to ascertain whether Developer has complied in good faith with the terms of this Agreement. Upon the request of the City Manager, Developer shall fumlsh such additional documents or information as may be reasonably required and available to Developer to enable the City Manager to make and complete the review hereunder. If the City Manager finds good faith compliance by Developer with the terms of the Agreement, he or she shall issue a Certificate of Compliance .through the period of the applicable annual review.

Such Certificate of Compliance shall be in reasonable form. Developer shall have the right to record the Certificate of Compli~nce--ln the Official Records of the County of Yolo.

If the City Manager, based on substantial evidence, finds that Developer has not complied In good faith with the terms of this Agreement, he or she shall specify in February 15, 2006 26 of 38
709
writing to Developer the respects In which Developer has failed to comply. The City Manager shall also specify a reasonable time for Developer to meet the terms of compliance, which time shall not be less than thirty (30) days and shall be reasonably related to the time necessary to adequately to adequately bring Developer's performance into good faith compliance with the terms of this Agreement. If the areas of noncompliance so specified are not corrected ·within the time specified by the City Manager, then the City may modify or terminate this agreement in accordance with the procedures adopted by the City.

If Developer appeals a determination of noncompliance hereunder to the City Council, the City Council shall schedule a hearing thereon not later than thirty (30) days after Developer files its Notice of Appeal.

4.2.3. Hearing. The Developer's appeal shall be considered by the City Council at a regularly scheduled meeting following the Council's receipt of such appeal. The burden of proof of good faith compliance with the terms of this Agreement shall be on the Developer.

4.2.4. Determination. If the City Council finds and determines that the Developer has complied in good faith with the terms and conditions of this Agreement during the period under review, the review for that period shall be concluded. If the City Council finds and determines, on the basis of substantial evidence, that the Developer has not complied in good faith with the terms and conditions of this Agreement during the period under review, the Council may modify or terminate this Agreement in accordance with the Development Agreement Law.

4.2.5. Fee for Annual Review. The fee for City's annual review shall be paid by Developer, and shall not exceed the costs of reimbursement of City staff time and expenses at the customary rates then in effect.

4.2.6. Failure to Hold Review. In the event City does not initiate an annual review or that the City Council does not make its determination within six months of the Review Date for a given year, then it shall be deemed conclusive that Developer has complied in good faith with the terms and conditions of this Agreement during the period under review.

Section 4.3. Developer Default Limited to Property/Entity; Separate Obligations of Owner. No default hereunder in performance of a covenant or obligation with respect to a particular portion of the Property shall constitute a defa1,1lt applicable to any other portion of the Property not owned by the defaulting party, and any remedy arising by reason of such default shall be applicable solely to the portion of Property where the default has occurred and any other portions of the Property owned by the defaulting party. Similarly, the obligations of the Developer and its assignees shall be several and no default hereunder in performance of a covenant or obligation by any one of them shall constitute a default applicable to the other who is not affiliated with the defaulting party, and any remedy arising by reason of such default shall be solely applicable to the defaulting party and the portion of the Property owned thereby.

February 15, 2006 27of 38
710
,
Section 4.4. Cumulative Remedies of Parties. In addition to any other rights or remedies, City and Developer may institute legal or equitable proceedings to cure, correct or remedy any default, to specifically enforce any covenant or agreement herein, to enjoin any threatened or attempted violation of the provisions of this Agreement.

Section 4.5. Enforced Delay, Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party or successor hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, walkouts·, riots, floods, earthquakes, fires, casualties, governmental restrictions imposed or mandated by governmental entities other than the City, enactment of conflicting state or federal laws or regulations, or new or supplementary environmental regulation enacted by the state or federal government, or for third-party litigation challenging approval of this Agreement or the FEIR. An extension of time for such cause, not to exceed 180 days, shall be granted in writing by City for the period of the enforced delay.

ARTICLES

NOTICES
Section 5.1. Procedure. All notices required or provided for under this Agreement shall be in writing and delivered in person, sent by any overnight carrier that routinely issues receipts, or sent by certified mail, postage prepaid, return receipt requested, to the parties at the addresses set forth below. Notice shall be effective on the date it is received or refused:

Notice to City: City of West Sacramento
City Manager
1110 West Capitol Avenue
West Sacramento, CA 95691
Notice to Developer: Panattonl Development Company, LLC 8401 Jackson Road
Sacramento, CA 95826
Attn: Michelle Azevedo
Notice to Owner: Raley's
500 West Capitol Avenue
West Sacramento, CA 95605
Attn: President
Any party may c_hange its mailing address at any time by giving written notice of such change to the other parties in the manner provided herein at least ten (10) days prior to the date s·uch change is effected. All successors and assigns shall notify City of their mailing address.

February 15, 2006 28 of38
711

ARTICLE&

MISCELLANEOUS
Section 6.1. Venue. Venue for all legal proceedings related to this Agreement shall be the Superior Court for the County of Yolo, notwithstanding any other provision of law which may provide that such action may be brought in some other location.

Section 6.2. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. In entering into this Agreement, neither party has relied upon any statement, representation, warranty, or agreement of the other party except those expressly contained in this agreement. Except as otherwise specified in this Agreement, any prior correspondence, memoranda, agreements, warranties or representations between the parties are superseded in total by this Agreement.

Section 6.3. Construction of Agreement. The provisions of this Agreement and the Exhibi~s hereto shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions hereof, in order to achieve the objectives and purpose of the parties hereunder. The captions preceding the text of each Article, Section, subsection and the Table of Contents hereof are included only for convenience of reference and shall be disregarded in the construction and interpretation of this Agreement. Wherever required by the context, the singular shall include the plural and vice versa, and the - masculine gender shall include the feminine or neuter.genders and vice versa.

Section 6.4. Counterparts: Signature Pages. For convenience, the signatures of the parties to this Agreement may be executed and acknowledged on separate pages which, when attached to this Agreement, shall constitute this as one complete Agreement.

Section 6.5. Time. Time is of the essence of this Agreement and of each and every term and condition hereof.

IN WITNESS WHEREOF, this Agreement was executed by the parties thereto on· the dates set forth below.

CITY:

Date: 3 // S" . 2006
February 15, 2006 29 of 38
712
Date:#, 2006
Date: ~/t (, 2006
Date3/J~ ,2006 ·
Date:~,2006 . ·
February 15, 2006
ATTEST:

KRYSS AANKIN,
City Clerk
APPROVED AS TO FORM:

KRONICK, MOSKOVITZ,

TIEDEMANN & GIRARD,
aP
DEVELOPER:

By: _ _,,c,,,.Cl,,~~~-+-,,.,,.c..-
Michael E. Diepen
Partner
OWNER:
30 of 38
713

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
State of G.a.foco,'ct )
County of -----'·t~o......,lu..n'---_____ )
On_0=1-L...{'--'<.t3 ......... fV'--""'6_ (here insen name and title of the offi personally appeared __ _,W'-'-L..·.L.J1/,...,_,o_ 1 L-<roc..L----=--j.....;:;~____,G~J~/l~Q.......::c,..... ______________ _ personally known to me (or rm,'+ cd to me 011 the btt~is of sm:isfeet:Of)' o•t'idence) to be the person~ whose name(~ is/~ subscribed to the within instrument and acknowledged to me that he/~t~ executed the same in his/li1'Lt~ authorized capacity(~ and that by his/~~ signature~n the instrument· the person~ or the entity upon behalf of which the person~cted, executed ~e instrument.

WITNESS my hand and official seal. SELis KOKER0 1 . COMM.# 1612060 n OTNff PUBLIC. CAUFORN~ 0111

YOLO COUNTY
M. EXPIRES OCT. 9, 2009 _..
(Seal)

ADDITIONAL OPTIONAL INFORMATION

DESCRIPTION OF THE A IT ACHED DOCUMENT
Number of Pages __ Document Date ____ _
(Additional information)

CAPACITY CLAIMED BY THE SIGNER
D Individual (s)
,XJ C_..9JPorate Officer
/:JD2.s',tivLJt5- {ef) ' {Title)
D Partner(s)
D Attorney-in-Fact
D Trustee(s)
D Other ___________ _

INSTRUCTIONS FOR COMPLETING THIS FORM
All)• acla1owledgment completed in California must contain verbiage exactly as appears above in the nota,y section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a document is to be recorded outside of California. In such instances, al(V alternative acknowledgment verbiage as may be printed on such a document so lo11g as the verbiage does not require the notary to do something that is illegal for a notary in California (i.e. certifying the aulhorized capacity of the signer). Please check the doc1m1ent carefully for proper notarial wording and auach this form if required. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/sh~ is /8ffJ ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photogniphically reproducible.

Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk.
❖ Additional information is not required but could help to ensure this acl..-nowledgrnent is not misused or attached to a different document. ❖ Indicate title or type of attached document, number of pages and date. ❖ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document
CAP A v 12.1 0.0S Oby Associauon or Professional Nolaries & CSA 800-873-9865 www no•aryclasses com 714
EXHIBIT"A"
Legal Description of Property
THE LAND REFERRED TO HEREJN eaow IS SITUATED lN "THE CITY Of WEST ~ENTO, CXXJNTY OF YOLO, STATE Of CALIFORNIA AND IS DESOUBED AS FOU.OWS:

C0MMENOHG lit the e,clstlng centerline lntersec:llon d Third and "'G" (formerly Margaret) Streets; thence along said centerine of "G" Street South s1• 32' 20" East. a distanced ~.DO feet; thence South oe• 27 'IO" West. a cfistance of 30.00 feet ID the Northwest comer d 1.at 1 of Block 3, as shown on the map cl the TTract filed In Book 3 of Maps, pege 73, Yolo County Reamts. end ID lnller.leCt II non-tangent drcular 01.--e., having a radius at 1060.20 feet, from which point the radius of &aid curve bears Nor1h a1• 31" '5'r West; thence along the Easterly right al way Une or seld Third ~ the 2 followlno courses: (1) 5outt,e,ty along the arc al said a,rve to the right through a central angled 09• 59' ocr, for II distllnc:e al 184.73 feet (said~ Is subtended bra dlord wl\lch bears South 13° 2T 33"" West a dlstana: of 184.50 feet). ID the encl of said a,.-_ (2) South 18• 27' 03w West. 11 distance of 155.83 feet to the POINT Of BEGINNJNG Of' "THE HEJIEIN DESCRIBED PARCEL; thence leaving said right of way rne Soutfl 81° 32' 20" East, a dlslancz of 625.57 feet more or less ID II point oo the high water line per agreement recorded May 26, 1989, In Book 2028 cl Offlclal Records, at page 152. Yolo County Records; thence along said high waU!r Pne the 5 fdlowlng CX>Urscs: (1) South 20" -46' "8" West,, • distance al 93.99 feet to the point cl auv.mne al II tangent drc:ular a,iw=, havtlg • radius al 419.00 feet, (2) Southert,, elong the ere or said am,e to the left.through e a,,tralengled 10" 54' 33", far e dlstence al ~.78 feet (Aid arc Is subtended ~ 11 cho,d which bears South ts- 19" 31• West • distance al 79.66 feet), tD the end cl said Qlrve_ (3) South 09• 52' 15" wi II distanced B1.28 fed: ID• point curvature of II tanpent circular c;un,e,, having e radius ol 281.00 feet, (4 Southc,\, and Soutlt"estel I)' ·.,1ong the arc of said curve to the rtght thrt>U11_h II c:entnl angle al 30" 52' , fore dlstllnce d 151,42 feet (said arc Is subtended bye c::hord which bears South 25• 18' 27 West a dlslanc:e al l-49.59 feet). ID 1he encfof said curve, (5) South 40" 44' 40" West, a distance ol 49.51 feet. thence abng the Nortt-'v right d ~ lned West Olpltcl Avenue the 8 followlng c;:owses: (1) North 71° 3'' 1r West. e dlstBnc:e at 1t.SS feet. (2) Haith 59° l5' 32" West, 11 distanced 224.82Yeet. (3) North 19" 14' 40" East, a distanced "IS.DO feet, (4) Nol1fl 70'" 45' 2rr West. a dlsUlnce of 60.00 feet, (S) South 1ge 14" 40" West, Ii distance at 13.74 feet ID the point d curvature of• tanpent circular aJrve, having a radius of 25.00 feet. (6) Southerly, Southwesberl)', WeslJer\,end Northwestrrly along the arc of said airve to the right through e central angle al gee 4f/ 54", fare dlstllnc:e al

43.10 feet (said arc Is subtended by a chord which bears South 68• 38' oe• West a distance-of 37.96 feet). 110 • point of reverse a,rvature wldl II drcular' ~ hevtng II radius of 982.02 ~ (7) NclVJWestei\' and~ along the arc of said curve tD the left through a centtal angle of ogo 34' SD", for II dlstllnc:e d 164.21 feet (•Id ere Is subtended by a chord which bean; North 66• 45' SO" West. a distanced 164.ot feet), tD the end afllllld a,rve,, (8) Nolth 71• 33' 15" West,, • distanced 37.39 feet U> lntl:tMCt e non-tangent drallllT QIIYII, havtnCI a redlus of 120.00 feet,, from which point the radius or said anve bears Nor1h 46• 39' ss■ Eest thenc:eelong 1he Easterly right d way lne d said Third Slreet the 3 following murse:s: (1) Nortm,esteit,,- 11nd Northa1y lllang the ere of said 0lfVe to the right through • central angle at sr 45' 1rr, for II distance of 110.48 feet (said a,c Is subt.ended by II dlOl'd which bears North 16° ST 30" West a dlstallec r,f 106.62 feet). tD e point cf ccmpcuncl CUMlb.lre with II drculllr curve, hamg II radius ol 270.00 feet. (2) Northerly along the an: of •Id a,rve tD the right through II central angle ct 09" 01' SB", fer a distance ct 42.57 feet (said arc ls subtended t,v 11 chord which bears Nonh 13• 56' 04• East 11 "distance of '42.52 feet), ID the end d said CUNe. (3) Nol1h 18" 27 03" East. • dlslllnc:e ~ 146.03 feet ID the Dfor~ POJNT 0, BEGJNNING.

EXCEPTING ntEREJ'ROM that porHon described In the deed u, the Oty d West SaaamentD reaJrded Auaust 28, 1997 as lns1J_-vment No. 97-0020845-00, Yob Countr Rec0f'ds. · APN: 010-422·19-1, 010-4_22·»1, 01<>-122-26-1. 011>-422-27-1, O~o-422-30-1, 011>-422-32-1 (River One)
819929.1
715
EXHIBIT"B"
Narrative Description of Ralev's Landing
The proposed project is divided into four development areas: the Washington Street property and the River 1, River 2, and River 3 areas. Conceptual representations of the development proposed for these areas are presented in Exhibits 2-3 and 2-4. The fundamental design shown in the exhibits is not expected to change; however, some of the specific details presented for the structures may be changed as further progress is made on the design of the project. The project components would be incorporated into these four areas as follows.

WASHINGTON STREET PROPERTY
The Washington Street property is bordered generally by G Street on the north (the portion west of Fourth Street does not extend as far north as G Street), West Capitol Avenue on the south, Fifth Street on the west, and Third Street on the east. It is a planned mixed-use area combining retail and residential uses. Development on this property would be primarily residential, with 6.9 acres proposed for development of approximately 550 multifamily residential units in two phases. At buildout, the property would have approximately 40,000 square feet (0.8 acre) of retail uses and 900-1,000 off-street parking spaces. A 20-foot setba_ck proposed for the northern boundary of the property would allow for emergency vehicle access.

The buildings proposed for the Washington Street property would have four levels of housing over.one level of a partially submerged garage, as well as a portion of the retail space. The overall height of the development would be 65 feet. The buildings would have live-work units and townhomes along West Capitol Avenue, and the retail space would be concentrated along Third Street. The interior of the ·community would include amenities for the residents, including a pool, spa, private gym, ·recreation center, and barbeque area. The central goal of the development is to create a sense of urban neighborhoop ttiat capitalizes on events at Raley Field, River Walk Park, and the retail services and restaurants that would be located within walking distance of the development. ,
RIVER 1 AREA
The River 1 area is bordered by the Ziggurat on the north, Third Street ori the west, the Sacramento River on the east, and the SR 275 exit for West Capitol Avenue on the south. This

4.6-acre parcel would be developed with a mixture of commercial, residential, and retail uses, including approximately 245,000 square feet of office space (1.6 acres), 42,000 square feet of retail/restaurant uses (1.2 acres), and one of the following two scenarios: 200multifamily residential units (1.8 acres) or 150 multifamily residential units (0.3 acre) and a 100-to 300- room hotel with a 7,000- to 15,000-square-foot conferen·ce center (1.5 acres). Betwee.n 1,000 and 1,200 parking spaces would be l?rovi.de.d in the River 1 area.

The River 1 area would be developed with three m~in structures over a two-story parking structure base and would be located around a central plaza. The office tower, which would be the tallest of the ttiree structures, would be located on the west, furthest from the river. It would have approximately ·18 levels, including the parking garage; and an ovetall hefght of approximately 245 feet The second tallest structure, the north building, would serve as either an apartment/condominium tower or a hotel and conference center and would be set back from the 819912.1
716
river to protect the existing views from the Ziggurat. It would have approximately 12 levels, including the parking garage, and an overall height of approximately 145 feet. The shortest structure, the south building, would serve as an apartment/condominium complex and would be located. along the southern property border, along West Capitol Avenue, so that the taller buildings would overlook it to the south and east. The south building would have approximately six levels, including the parking garage, and an overall height of approximately 72 feet.

One-story retail shops are planned at grade along Third Street. The interior of the retail spaces would front the two-level parking garage under the planned central plaza. Two to three levels of residential units are planned above the retail space and along the south portion of the garage. The retail at grade level and residential uses above would screen the parking area and create a stepped appearance, providing a change in scale along Third Street to support the pedestrian corridor. Development in the River 1 area would include many public amenities, such as open space, landscaped areas, and access to River Walk Park.

RIVER2AREA
The River 2 area is bordered by the River 3 area on the north, Second Street and the existing parking garage on the west. the Sacramento River on the east, and the Ziggurat on the south.

Proposed development in the 1.2-acre River 2 area includes approximately 150 multifamily residential units and structured parking for approximately 300 vehicles. The building would have approximately 17 stories and an overall height of approximately 190 feet. This development is in the preliminary conceptual design stage.

RIVER3AREA
· The River 3 area is bordered by E Street on the north, Third Street on the west, the Sacramento River on the east, and F Street and the River 2 area on the south. Proposed development in the 5.6-acre River 3 area includes approximately 600,000 gross square feet of office space, 20,000 gross square feet of commercial space, and structured parking for 2,151 vehicles. The development would consist of a common podium of lobby and parking uses with two towers rising from the shared podium. The towers would be oriented on the eastern and western portions of the podium. The eastern portion of the development would be constructed before the western portion. Commercial and project amenity spaces would line the east, south, and west facades of the project. Specifically, a cafeteria and terrace garden, designed as project amenities for the owner/tenant, are proposed for the east facade; the south facade would have one story of owner/tenant amenity space and a lobby on the west end; and two stories are planned for the entire west facade, along Third Street. Retail/commercial space is planned for the first story; the story above is planned for parking. The step back for the facade would be located at or below the mandated stepback height of 36 feet. At that point, the west facade would step back 20 feet before rising to its full height. The east tower would have appr~ximately 14 stories of office space above a five-story lobby and parking podium.

Approximately 400,000 gross square feet of office space are planned, with a typical office floor of approximately 24,000 gross square feet. The parking structure would accommodate approximately 1,426 cars on four levels of covered parking and one open deck.on the roof; additional surface parking might be avaiiable. The east tower would have approximately 19 stories, including the podium levels, and an overall height of approximately 300 feel 819912.1
717
The west tower would have approximately seven stories of office space above a four-story lobby and parking podium. (The difference in lobby heights between the eastern and western portions of the development reflects the east to west downward gradient on which the building would be built.) Approximately 200,000 gross square feet of office space are planned, with a typical office floor of approximately 24,000 gross square feet. The parking structure would accommodate approximately 725 cars on four levels of covered parking and one open deck on the roof. In addition, approximately 20,000 gross square feet of commercial spaces would be available along Third Street. The west building would have approximately 11 stories, including the parking structure, and an overall height of approximately 180 feet. 819912.1
718
EXHIBIT "C"
-- :. .. o·::_·--~·o···_ :· ' . ·- ' ··' ·_ ~ r .•
: . . . ' : . ... . . . . ' ----~
........ ~, .,.;.;.a,.,,~
819913.1
719
Impact Fee
Water Connection Fee
Sewer Connection (collection)
Exhibit "D"
Fee Adjustment Schedule
Raley's Landing
Adopting Adoption Date Resolution
· Resolution Effective Date
Res. 05-43 6/8/2005 8/8/2005
Res. 03-125 12/23/2003 2/23/2004
Last
Adjustment
Date
8/8/2005
1/2/2005
Sewer Connection (treatment) set by Sacramento Regional County Sanitation District Raley's Landing Sewer Res. 01-100 12/12/2001 2/11/2002 1/2/2005 Connection
Traffic Impact - Citywide Res. 03-125 12/23/2003 2/23/2004 1/312005 Raley's Landing Traffic Impact Res. 03-125 12/23/2003 2/23/2004 1/3/2005 Raley's Landing Drainage Res. 01-100 12/12/2001 2/1/2002 1/2/2006 lmpacl Fee
Park Impact Res. 03-125 12/23/2003 2/23/2004 1/2/2006
Childcare Impact Res. 03-125 12/23/2003 2/23/2004 1/2/2006 Fire Facilities Res. 05-82 9/7/2005 11/7/2005 11/7/2005 Police Facilities Res. 05-82 9/7/2005 11ll/2005 11/7/2005 Corp Yard Facilities Fee Res. 05-82 9/7/2005 11/7/2005 11/7/2005 Indices
ARTBA
American Road & Transoortation Builders Association
htto:l/www.artba.oro/economics research/recent statistics issues/recent industrv stats.him ENR
Engineering News Record Construction Cost Index
htto:1/enr.construction.com/features/coneco/subs/recentindexes.aso Adjustment Period
Monthly, using the most recenHy available index, up to the date of permit issuance 819920.1
Index
ENR
ENR
ENR
ARTBA
ARTBA
ENR
ENR
ENR
ENR
ENR
ENR
720
EXHIBIT"E"
ARTBA
American Road and Transportation Builders Association
Transportation Construction Producer Price Index for Highway and Street Construction 2005
2004
2003
2002
819937.1
Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec
153.7 156.7 160.6 162.4 161 .8 162.9 166.4 169.7 176.1 180.8 173.6 140.5 141 .2 142.5 145.2 147.9 147.0 149.3 150.4 151 .9 155.3 155.2 134.7 135.7 136.8 137.1 137.0 136.9 136.7 136.9 136.8 136.7 137.1 132.9 132.4 132.7 133.3 133.8 133.9 134.1 134.2 134.4 134.4 133.9 721
EXHIBIT "F"
ENR
Engineering News Record - Construction Cost Index • Downloaded 01.10.2006 2005
2004
2003
2002
8199)2.1
Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec
7297 7298 7309 7355 7398 7415 7422 7479 7540 7563 7630 7647 6825 6862 6957 7017 7065 7109 7126 7188 7298 7314 7312 7308 6581 6640 6627 6635 6642 6694 6695 6733 6741 6771 6794 6782 6462 6462 6502 6480 6512 6532 6605 6592 6589 6579 6578 6563 722
Exhibit "G"
Allocatlon of Reaponslbilillea tor Enumerated Improvement• Cost Responsibility: Implementation
Washington
Enumerated Improvement Estimated Cost• River Ona River Two River Three Street Responslbllltymmlng Notes: ...

First Projecl to develop
MM 3.3-1: Traffic signal at 3rd/G SlreeIs• $300,000 25% 25% 25% 25% will Implement $100,000 avallable from RLAO funds.

Balance of funding from Projects with private reimbursement agreement or City reimbursement agreement.

MM 3.3-3&7: Upgrades to 3rd Street
R1 orWSPto
re-striping, raised medians· $175,000 25% 25% 25% 25% Implement Either Project to construct upon commencement ol first project to develop.

Reimbursement ol coats from other Projects with private reimbursement ag,aement or City reimbursement ag,aement.

Project specHlc
driveways u/k X X X X Implementation Each Project to fund and buUd during its own project development.

MM 3.3-4: Upgrade 4th St. between G St. and Washington Street to WestCapltot u/k X tmplamenl Funded and constructed by WSP during Its project development.

First Project to develop The first Project to develop shall construct Improvement. FWldlng from other Projects MM 3.3-5: Traffic signal at 3rd/E Slreets:• $300,000 17% 7% 60% 17% wiU implement with private reimbursement agreement or with City reimbursement agreement.

Each project to pay City to collect fee at lime ol building pennit issuance but not later than five years after Streetcar Study $200,000 25% 25% 25% 25% $50,000 effective date.

MM 3.6-1: Fire Protection Services
Upgrade In equipment•. $150,000 $150,000 City City to collect fee from each Project at time ol individual project permit issuance. • Costs shown era estimates only. Actual costs will be paid for each improvemanl, Hcepl for Streetcar Sludv which is a fixed amount. I 723
EXHIBIT "H"
Form of Reimbursement Agreement

DEVELOPMENT REIMBURSEMENT AGREEMENT
This agreement is made this ____ day of _______ by and
between the City of West Sacramento, a municipal corporation ("City»), and [Landowner] (the "Developer").

I. Recitals
A. The Developer is currently developing a project known as [Project) (the "Project"). The Project has approved Vesting/Non-vesting Tentative Subdivision Map# ____ which approves the development of __ [single-family units].

B. As a condition to the development of [Project], City required Developer to design, construct, bond, finance and install certain improvements ("Public Improvements") necessary to serve the Project for which impact fees are collected by the City from Developer for the Project and from other current and future developments which may use the Public Improvements. ·
C. The Reimbursable Public Improvements are defined to be the portion of the Public Improvements in excess of the capacity necessary to serve the Project, and are described in Exhibit "A".

D. The Reimbursable Amount is shown in Section II.A. below.

E. As agreed upon in the Subdivision Improvement Agreement dated __________ between the Developer and the City, the Developer has agreed to design, construct, install, bond, and finance the Public Improvements according to City specifications.

II. Agreements
A. Reimbursement or Credit. City shall reimburse the Developer the Reimbursable Amount in the form of a fee credit or reimbursement as described herein, which reimbursement or credit shall be prorated over all of the ___ [single- familyunits] in the Project in accordance with the following formula:

Reimbursable AmounV_ [single-family units)= Fee Credit per [single-family Unit)
B. Fee Credits In connection with obtaining a building permit for each of ___ [single-family units), Developer is required to pay impact fees to the City.

Developer shall be enti~d to Reimbursement for Developer's completion of the Public Improvements in the form of a credit applicable toward the payment of such fees. The amount of the Reimbursement is available at the time a building permit is obtained upon 1111922.1
724
presentation of a signed copy of the letter in Exhibit B, and is limited to the aggregate sum of $____ ("Reimbursable Amount•). The parties agree that the Reimbursable Amount shall be the substantiated costs of the Reimbursable Public Improvements as determined by the City Engineer, not to exceed $ ____ _ C. In the event the Developer has already obtained building permits for single-family units in the Project and paid the related fees prior to the City's acceptance of the Public Improvements, the City shall reimburse the Developer in cash an amount equivalent to the Fee Credit multiplied by the number of such building permits within ninety (90) days of the City's acceptance of the Public Improvements. The obligation to pay the Developer pursuant to this subparagraph is limited to those park fees collected during the term of the Agreement from such other developments or projects utilizing the Reimbursable Public Improvements ..

D. Reimbursement or credit will only begin when the City accepts the Public Improvements in accordance with the Subdivision Improvement Agreement. No interest shall be paid on the fees, or shall accrue on the amount to be reimbursed or credited E. Scope of Agreement. This Agreement shall not be construed to limit the right of the City to enlarge, relocate, alter or extend the improvements, nor shall it be construed as a grant to the Developer of any right to any specific capacity in or to the improvements.

F. Successors and Assigns. Each and every provision of this Agreement shall be binding and inure to the benefit of the successors in interest of the Parties hereto.

G. Location of Parties. It shall be Developer's responsibility to keep City apprised of .Developer's address during the term of this Agreement. In the event the . City is unable to locate the Developer at the time that any of the fees are actually collected, the City shall hold such fees for the benefit of the Developer or its successor or assignee until the expiration of this Agreement. Upon the expiration of this Agreement, any fees not reimbursed to the Developer shall escheat to the City and the City shall be free and clear of any obligation to the Developer . . H. Term. This Agreement shall in all cases expire in ten (10) years after the date of the execution. After such expiration, all of the rights and entitlements of the Developer shall be null and void.

I. Integration. This is an integrated Agreement containing all of the consideration, understandings, promises and covenants exchanged between the parties.

J. Construction and Interpretation. It is agreed and acknowledged by the parties that the provisions of this Agreement have been arrived at through negotiation, and that the parties have had a full and fair opportunity to revise the provisions of this Agreement and to have such provisions reviewed by legal couns~I. Therefore, the 819922.J 2
725
normal rule of construction that any ambiguities are to be resolved against the drafting party shall not apply in construing or interpreting this Agreement.

K. Jurisdiction. Any action by any party to this Agreement, or any action concerning a security furnished pursuant thereto, shall be brought in the appropriate court of competent jurisdiction within the County of Yolo, State of California, notwithstanding any other provision of law which may provide that such action may be brought in some other location.

L. Choice of Law. This Agreement is made under and in all respects will be interpreted, enforced and governed by the laws of the State of California.

M. Amendment. This Agreement cannot be altered, amended or modified in any way without the express written consent of each party hereto or their authorized successor in interest.

N. Time is of Essence. Time is of the essence for this Agreement

0. Notice. Notices under this Agreement shall be deemed given when delivered by First Class Mail, Postage Prepaid, as follows:

City:

Mr. Leigh Keicher
Finance Director
City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
Developer:

P. The Recitals first set forth herein are incorporated in Paragraph II Agreements.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by the City and the Developer as follows:

Date: Date:

City of West Sacramento Developer
By: ________ _ By: ________ _
Title: ________ _ Title: ________ _
Date:

Attest:

City Clerk
819922.1 3
726
Exhibit A
The Reimbursable Public Improvements
819922.1 4
727
[Date}
[Developer Name]
[Address]
Re:

Dear :

Exhibit B
FEE CREDIT NO. __
Regarding the Development Reimbursement" Agreement between the City of West Sacramento and __________________ , dated
________________ , this letter will confinn that an Impact Fee Credit of $______ per single-family unit is available to _________________ within _______ This credit may be used to offset Impact Fees at the time they are collected by the City.

Accordingly, upon presentation of this letter numbered and signed by you to our Building Division, you will receive a credit of $ ______ for each single-family unit referenced above when impact fees are due and payable.

Cordially,
Leigh P. Keicher
Director of Finance
819922.1

APPROVED FOR CREDIT
Date
5 728
Document com arison done b DeltaView on Frida , March 10, 2006 12:01 :43 PM Document 1 file://S:/Sierra Colle e/Shell Sale Form A reement.doc Document 2 file://S:/Sierra Colle e/Shell Sale Form A reement-v1 .doc Renderin set Standard
Jnse1iion
Style change
Fom1at change
Inserted cell
Deleted cell
Moved cell ·.,' .: \.. . • _..~ r. ; ... n . ,t : • • .•. r Split/Merged cell
Padding cell
S,ta~_istj~~:, ,;, t . ;;// ;:: <)·f/~\::·:: __ ;'..>!"· . .-:·}~;[i~'l~f{~ Count
Insertions 9
Deletions 7
Moved from 0
Moved to 0
Style change 0
Format changed 0
Total changes 16
729

CHAPTER VII - URBAN DESIGN GUIDELINES
Varies
~
4th Street
Multiple car garages should be broken up such
that no more than two garage doors face the
street or drive without a. break in the building
plane or architectural offset.

Multi-family
Buildiniz architecture should utilize stvles,
details, massing and articulation harm-onious and
compatible to the historic victorian styles located elsewhere on the street.

Buildings should be located on individual sites
in a manner that provides direct building orientation towards the street.

Building fronts shall be set back a minimum of
ten (1 of feet and maximum of twenty (20) feet
from ultimate right-of-way.

Buildings should be sited so that dwelling
entries access directlv from Fourth Street sidewalks where possible.

PEDESTRIAN SYSTEMS
Continuous sidewalks separated from the curb
by a landscaped planter should be constructed
on both sides of the street.

Walkways should be separated from the curb by
a minimum of six (6) feet.

Sidewalk widths shall be a minimum five (5)
feet.

Street light fixtures should be transitioned to a
historic thematic style when street improvements
are made and/or as funding allows.

LANDSCAPE
A high quality street tree canopy extending
down the length of the street is important in preserving and recreating the historical character of the area.

Street tree planter shall be minimum of 6 feet in
width, separating sidewalk from the curb.

Street trees should be planted between the sidewalk and curb at a spacing not to exceed thirty (30) feet on center.

Minimum street tree size shall be 15-gallon.

Street tree species shall be consistent the length
of the street and of a type designated by the
Community Development Department.

PARKING
Parking shall be provided per the City of West
Sacramento Zoning Code.

Off-street parking lots shall not be located
directly adjacent to the street but shall be internal to any new project.

Surface parking shall be set back a minimum of
five (5) feet from the ultimate right-of-way line
on adjacent sidewalk, whichever distance is
greater.

On-street parking is allowed on Fourth Street.

THIRD AND C STREETS - LOCAL SERYICE

COMMERCIAL STREETS
These streets provide walking access to various local
retail, service, office and restaurant uses in the
neighborhood and are envisioned to be of a more
traditional, small scale pedestrian/shopping character.

WASI IINGTON SPECIFIC PLAN

VII - JO
Attachment 6
730

CHAPTER VII - URBAN DESIGN GUIDELINES
Land uses will be mixed in character with smaller
retail service shops, small medical and professional
offices, and residential use located in existing and
upgraded residential buildings or in newly constructed buildings providing articulated elevations and interesting character along the street. The objectives
of the guidelines are to provide a tight, pedestrian
street scale, a sense of enclosure along the street
edges, a feel of local retail/commercial activity and
a mixed use character.

Although the east side of Third Street is designated
to be high density mixed use development consistent
with its Riverfront Mixed Use land use designation,
the edges along the street will be down scaled and
treated through architecture, landscape and land use
in a manner that encourages pedestrian street life.

The west side of Third Street will retain the low-rise
character, allowing for small shops and businesses in
one and two story structures.

LAND USE AND DENSITY
Land use adjacent to Third and C Streets shall
be consistent with Figure 3: Land Use in this
Specific Plan. Primary designations are
Riverfront Mixed Use, Neighborhood
Commercial and Community Commercial; however, existing and new residential use are consistent with the proposed street character and zoning.

Small scale mixed use development is encouraged along these streets. Residential above retail or office, or office over retail is allowed.

Also, the conversion of existing homes to professional office or retail use is permitted. The goal is for small property owners to be able to
take advantage of economic expansion in the
area without relocation or property demolition.

Where new lots are to be subdivided, the minimum size family detached lot size fronting on Third or C Streets shall be 3,500 square feet.

The historical significance of a number of structures on Third Street should be acknowledged and showcased to the extent possible. Rather
than demolition in favor of a larger project, they
should be retained or moved to Fourth Street to
supplement the historical structures located
there. If not relocated, these homes should be
preserved with continued use for residential or
transition to small professional office/retail businesses.

BUILDING FRONTAGES
Building design and character should reinforce
pedestrian activity, retail continuity and create a
"tight urban character" for the street space.

To the extent possible, buildings should be oriented perpendicular to the street alignment with the primary front of the building facing the
street.

Building entries should provide direct pedestrian
access from the building face to the street sidewalk.

Signage should be pedestrian in scale, non-internally illuminated with all retail and professional office uses providing "blade" signs along the
street sidewalk.

Building facades which face the street should
have architectural interest created by articulated
massing, offsets in vertical planes, glazing,
entries, overhangs, awnings and other devices.

No portion of a building which directly faces
the street should have a blank facade (lacking
glazing, entries, displays or architectural
WASHINGTON SPECIF1C PLAN

VII - II
731

CHAPTER VII - URBAN DESIGN GUIDELINES
12'
Sidewalk
12'-18'
ldg. Setback
3rd and C Street - Mixed Use
Retail
enhancement) longer than sixty (60) feet,
except for parking structures, which are covered
by other criteria.

Retail and commercial buildings with direct
access and fronta2.e shall be set back from the
ultimate curb locition a minimum distance of
twelve (12) and a maximum distance of eighteen
(18) feet.

Residential buildings shall be set back from the
ultimate right-of-way a minimum distance of ten
(10) feet and maximum distance of twenty (20)
feet.

Building massing directly adjacent to the street
shall be no more than thirty-six (36) feet in
height. Portions of a building higher than thirty-six (36) feet shall be further recessed from the ground floor building face at least twenty
(20) feet. Buildings higher than thirty-six (36)
feet shall meet the maximum ground floor setback criteria.

The number of curb cuts and driveways should
be minimized with vehicular access being taken
from adjacent side streets to the extent possible.

Sidewalk 6' 5'
Min.

I0'-20'
-. Bldg.
~ SedNlck
3rd and C Streets -Residential

PEDESTRIAN SYSTEMS
In light of the necessary street widening on portions of Third Street, it will remain a primary objective to create a pedestrian scale walking
environment, direct retail and commercial
frontages and an appropriate "urban .. landscape
and hardscape character.

Adjacent to commercial uses. the sidewalk
width shall be twelve (12) feet from back of
curb. Tree wells of a minimum five (5) feet
square shall be located at back of curb with tree
spacing not to exceed thirty (30) feet on center.

Walkways shall be constructed or reconstructed
\Vith curb-adjacent sidewalks generally pro\'iding continuous walk~1 ay surface between the
curb and the face of adjacent retail/commercial
building. Where the setback to a retail/commercial building is greater than twelve (12) feet from curb, a landscaped planter may be used
from back of walkway to face of building.

Where adjacent buildings are not of a
retail/commercial nature, such as residential or
parking structures, the outside edge of sidewalk
shall be approximately six (6) feet from curb
face with the remaining distance to the face of
building being landscape planting area.
\\'/\SHINGTON SPECIFIC PLAN
VII - I~
732

CHAPTER VII - URBAN DESIGN GUIDELINES
12'
Sidewalk
12'·18'
Bldg. Setback
3rd Street - Riverfront Mixed Use
Enhanced paving should be used where possible
to identify project or major building entries,
walkway intersections and other special areas.

Street light fixtures should be transitioned to a
historic thematic style when street improvements
are made and/or as funding allows.

LANDSCAPE
Street trees shall be provided along all street
frontage and shall be located within curb-adjacent tree wells. Tree wells shall be no smaller than five (5) feet square but may be as much as
twenty (20) feet in length.

Street trees shall be a minimum 24 inch box size
and planted at a spacing of thirty (30) feet.

Species shall be consistent the length of the
street and of a type designated by the
Community Development Department.

PARKING/PARKING STRUCTURES
Parking shall be provided per the City of West
Sacramento Zoning Code. Where transitioning
from residential to retail/commercial uses
occurs, provision of adequate on-site parking
may be difficult. On-street parking and new offsite parking lots are intended to relieve the parking demand.

Parking structures shall be set back from the
curb a minimum of thirty (30) feet.

When a parking structure directly faces the
street and is longer than 200 feet, ground floor
uses such as retail, professional office, residential, local service, community facilities or other street/pedestrian oriented use should be incorporated into the structure in limited and specified locations. Such uses should be supportable by
market demand or leased by the City or other
organizations for public purposes. Activation of
use may be deferred if necessary until market
demand is demonstrated.

Parking structure facades should have either
vertical or horizontal articulation of massing.

Long continuous planes of elevation shoullbe
avoided. Planting should be integrated into the
architecture to the extent practical.

Landscape planting areas between back of walk
and parking structures should be improved with
berming, seating pockets, thematic lighting.
opportunities for public art, community information or other elements which will enliven and contribute to the street scene. Planters shall be
heavily landscaped to screen parking structure.

Off-street parking lots should not be located
directly adjacent to the street but should be
internal to the project. If parking lots must be
adjacent to the street they shall not constitute
more. than 20% of the frontage of the subject
block.

Surface parking shall be set back a minimum of
five (5) feet from the ultimate right-of-way line.
or adjacent sidewalk, whichever is greater.

On-street parking is allowed on Third Street and
portions of C Street.

WASHINGTON SPECIFIC PLAN
VII - 13
733
Attachment 7
RIVER 1 PHASE TWO PROJECT CONDITIONS:

Planning Division
Project Specific Conditions & Mitigation Measures:

1. This action approves the design of the five-story residential building with 95 apartment units built above a one level parking garage at 721 and 735 3rd Street. The project shall be in substantial conformance with the plans provided in the report as determined by the Community Development Director.

2. To create a sense of place for the public and provide pedestrian street life and visual activation of the frontage, developer shall provide art and/or signage at the northwest corner of the site and/or along the 3rd St frontage. Plans for the art and signage shall be designed in coordination with nearby City planned public art and recreation improvements as referenced in the Exhibit provided by the developer and the plans must be approved by the Community Development Director prior to issuance of a building permit. All art and signage consistent with the approved plans must be installed prior to issuance of final certificate of occupancy.

3. Project shall comply with all applicable mitigation measures in the Raley’s Landing Environmental Impact Report.

4. Developer shall comply with the Yolo Habitat Conservation Program/ Natural Community Conservation Plan (Yolo HCP/NCCP), including payment of applicable Yolo HCP/NCCP fees and filling out the screening and application form, prior to issuance of a grading permit.

Development Engineering Division

1. Access onto 3rd Street from the project’s southern service driveway shall be limited to right-in/right-out access only.

Standard Conditions & Mitigation Measures:

1. Applicant shall hold harmless the City, its council members, officers, agents, employees, and representatives from liability for any award, damages, costs and fees incurred by the City and/or awarded to any plaintiff in an action challenging the validity of this permit or any environmental or other documentation related to approval of this permit. Applicant further agrees to provide a defense for the City in any such action.

2. The applicant shall comply with requirements of all agencies of jurisdiction, including those of the City of West Sacramento.

3. Any outstanding balance of the project's work order account must be paid in full prior to issuance of the Building Permits.

4. If human remains are found during construction, all work shall stop and the County Coroner [and City] should be contacted immediately. If the remains are determined to be Native American, the Coroner shall notify the Native American Heritage Commission who shall notify the person it believes to be the MLD. The MLD shall work with the contractor to develop a program for re-internment of the human remains and any associated artifacts.

No additional work is to take place within the immediate vicinity of the find until the identified appropriate actions have been carried out.
734
Attachment 7

5. In the event that any historic surface or subsurface archaeological features or deposits, including locally darkened midden, that could conceal cultural deposits, animal bone, shell, obsidian, mortars, or human remains, are uncovered during construction, work within 100 feet shall cease and a qualified archaeologist shall be contacted to determine if the resource is significant. If the find is determined to be significant, resources such as grinding stones and mano fragments shall be donated to the appropriate cultural center.

6. This approval will run concurrently with the development agreement and shall remain effective for so long as that development agreement remains effective. It is currently set to expire on March 17, 2028, but may be extended an additional three years with City Manager approval.
735
river one / phase two

PUBLIC ART EXPLORATION
Attachment 8
736
PREPARED BY FULCRUM PROPERTY // 6.16.2023
The following pages contain precedent
imagery for the public art and potential
way-finding signage that will be included in
the River One development project.

These images are strictly examples and
inspiration of what could be. The idea being
to explore public art as well as an artful
approach to signage on Phase 2 of River
One that would work together to create a
meaningful sense of place.

PUBLIC ART / SIGNAGE INSPIRATION
Map Snippet Above borrowed from the City of West Sacramento’s “Washington Realized” document, dated 2/18/2015
737
738
739
740
741
Attachment
9 742

CITY COUNCIL AGENDA REPORT
MEETING DATE: September 27, 2023 ITEM # 27
SUBJECT:

PUBLIC WORKSHOP REGARDING RETAIL CANNABIS SALES ADMINISTRATIVE

PROCEDURES AND EQUITY PILOT PROGRAM
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[X] Council [ ] Staff
[ ] Other
David W. Tilley, Principal Planner
Andrea Ouse, AICP, Director
Community Development Department
ATTACHMENT [X] Yes [ ] No [ ] Information [X ] Direction [ ] Action

OBJECTIVE
The purpose of this report is to facilitate City Council consideration and direction regarding proposed administrative procedures for retail cannabis applications and the equity pilot program.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council hear a presentation from staff regarding the proposed administrative procedures and equity pilot program and provide direction to staff.

BACKGROUND
On February 15, 2023, the City Council conducted a public hearing on Ordinance 23-1, which established the framework for how the City will consider retail cannabis uses and microbusinesses. Development agreements remain a requirement of the process; however, retailers and microbusinesses will also be required to obtain an annual cannabis license from the City. Ordinance 23-1 establishes a hybrid competitive selection and lottery process for retailers that would be employed to ensure that all qualified applicants have a fair chance at locating within the city.

The City Council also approved a retail cannabis overlay map. This establishes where the City would entertain storefront retail cannabis applications. Existing underlying zoning would remain unchanged, but the Cannabis Overlay Zone is not constrained by the boundaries of a commercial zoning district and provides the most optimal locations in the city for retail cannabis businesses. The Cannabis Overlay Zones are typically located in visible commercial and mixed-use areas and are not within 250 feet of “sensitive uses”, defined as:
1) schools with a minimum of 100 students (18 years of age or younger) enrolled; 2) commercial daycare facilities; and
3) youth community centers.

Lastly, a perhaps most significantly, the Council directed staff that no applications be entertained until such time as an equity program was developed and approved by the Council. The Council placed emphasis on ownership opportunities for individuals impacted by the inequitable enforcement of cannabis laws during the War on Drugs (circa 1980-2016).

Additional background on the City’s consideration of cannabis matters is provided in Attachment 1.

ANALYSIS
Ordinance 23-1 directed the City Manager to prepare administrative procedures for how retail cannabis applications will be solicited, evaluated, and ultimately processed by staff. The administrative procedures document (including the Equity Pilot Program) is included as Attachment 2 and summarized here.

General Selection Process. To provide an objective framework for the retail cannabis business application process, staff has proposed a hybrid selection process that involves an initial review and scoring process by a third-party consultant with expertise in cannabis. The selection process would consist of an initial merit-based review of applications followed by a lottery consisting of those applications that have met the minimum qualifications identified in the application requirements. This review would be preceded by a solicitation akin to a Request for Proposals (RFP) to receive proposals from potential storefront retail cannabis business operators.

Responses would be evaluated by a third-party cannabis consultant against objective criteria and scored. Staff has developed the following scoring criteria:
743
Retail Cannabis
September 27, 2023

Section A. Business Plan (400 points)
Section B. Equity, Diversity, and Inclusion Plan (400 points)* Section C. Safety Plan (300 points)
Section D. Security Plan (300 points)
Section E. Qualifications of Owners (400 Points)
Section F. Neighborhood Compatibility (400 Points)
Section G. Cannabis Equity Benefits and Investments Plan (500 Points)* Section H. Proposed Location (300 Points)
*These criteria would not apply to verified equity applicants.

Additional information on the scoring criteria is detailed in Attachment 2. The RFP process would require retail cannabis business applicants (storefront and non-storefront/delivery only) to apply and receive a minimum score to be placed on the eligibility list to enter the lottery. Those applications selected in the lottery would then proceed to filing a formal application for a Development Agreement and, if approved by the City Council following Planning Commission consideration, a City Cannabis License that would be reviewed and approved administratively. This would likely occur in parallel with state licensing requirements.

Moreover, these approvals (City Cannabis License and Development Agreement) would be linked to each other, and a business could not operate without both being in good standing, as each requires an administrative annual review. The Cannabis License would provide the City with flexibility to review, assess and amend the license on an annual basis. Furthermore, the City Cannabis License is issued to an individual and not a land use entitlement.

A separate cannabis license is a model that is common in jurisdictions throughout the state, and annual administrative review of a City Cannabis License could allow for a review of the safety and security plan, provide for annual audits, renewals, minor revisions, etc.

The lottery concept, which would be by chance, is critical for the ultimate disposition of the retail cannabis program for several reasons. Staff anticipates receiving numerous applications once the City issues the RFPmore perhaps than could be processed at one time given other priorities and projects. It is possible that more than one applicant will be seeking the same location. It is also possible that more than one applicant would propose to locate where the recommended buffers from sensitive uses would limit the number of applicants that could operate in that area. The underlying point is that absent a lottery or similar random chance mechanism, if the City has to pick between applicants there is a high risk for challenge. This has occurred in many other communities with applicants prevailing in some cases. If the City only receives a few applications and they are spread out geographically then the lottery could be moot. However, conventional wisdom and anecdotal evidence suggests that the City may receive 15 or more applications and experienced operators are likely to pass muster with the initial scoring. Staff anticipates being able to process 4-7 applications initially.

According to data received by the Economic Development and Housing Department, there is a retail vacancy rate of less than 5% in West Sacramento. Once established large-format buildings are excluded (e.g., Lowe’s, Raley’s, IKEA, etc.) there remains about 2.2 million square feet of buildings in the Cannabis Overlay Zone.

Therefore, if the current vacancy rate holds true in these areas, there would be approximately 100,000 square feet of capacity for storefront retail cannabis businesses to locate.

Equity Pilot Program (EPP)
During the State’s cannabis prohibition period, the number of arrests, convictions, and long-term consequences fell disproportionately on African American/Black and Latinx people. For example, in Yolo County from 2000- 2016, African American/Black persons arrested for cannabis offenses represented almost 10% of total cannabis arrests despite being only 2.2% of the total population1. The same report states that in Sacramento County African American/Black persons are less than ten percent of the population but almost one-third of all cannabis arrests. The consequences associated with cannabis law violations have created barriers for persons with prior convictions to enter the relatively newly regulated cannabis industry.

In this context, equity can be considered as occurring when institutional racism and systemic disparities are eliminated and everyone is provided with equitable access to opportunity and resources to thrive, no matter where they live or how they identify. Cities throughout the nation have felt the effects of decades of inequity, including those associated with drug policies and enforcement. Many communities that have allowed storefront retail have incorporated equity provisions to assist individuals impacted by the War on Drugs in a disproportionate 1 When the Smoke Clears Final Report (commissioned by Public Health Advocates and prepared by the University of California, Davis, Center for Regional Change (CRC), 2019).
744
Retail Cannabis
September 27, 2023

manner, especially in communities of color. Most of these programs have included direct loans, grants, and fee waivers to equity applicants; however, most programs have found limited or no success in creating successful cannabis businesses. It is through this lens that the City of West Sacramento advances the ideas of developing a vigorous cannabis equity program that will be meaningful and adaptable.

EPP Eligibility Criteria
The following two criteria are proposed as factors that would be evaluated and objectively weighted as part of the initial application qualification process:

1. Applicants that reside in a disadvantaged community in West Sacramento at the 85% or higher percentile per the latest version of CalEnviroScreen.

2. Applicants that reside in a low-income individual or household based on Yolo County annual median income figures.

Additionally, if the owner has had a cannabis arrest in California while residing in West Sacramento between the years of 1980-2016, staff recommends a 5% weighting factor may be applied to the initial objective qualification review process. Applicants with other types of criminal history may be denied a state license pursuant to Business & Professions Code §26057. These include a violent felony conviction, as specified in subdivision (c) of Section 667.5 of the Penal Code; a serious felony conviction, as specified in subdivision (c) of Section 1192.7 of the Penal Code; a felony conviction involving fraud, deceit, or embezzlement; a felony conviction for hiring, employing, or using a minor in transporting, carrying, selling, giving away, preparing for sale, or peddling, any controlled substance to a minor; or selling, offering to sell, furnishing, offering to furnish, administering, or giving any controlled substance to a minor; and a felony conviction for drug trafficking with enhancements pursuant to Section 11370.4 or 11379.8 of the Health and Safety Code.

Staff recommends that applicants meeting the EPP eligibility criteria may be considered for receive the following (but not limited to):
 Tenancy in a city-owned or leased building
 All support services offered under the program including the forthcoming small business incubator program
 Grant monies to subsidize necessary tenant/building improvements to improve life safety and security  Priority processing of application(s)
 Waiver of the Development Agreement fee
 Financing of off-site infrastructure (via Measure N)
 Department of Cannabis Control (DCC) grant funds awarded to the City This would all be in addition to various programs administered the DCC for equity applicants and licensees. Staff proposes to have one equity applicant for storefront retail, and one for non-storefront delivery only.

In an effort to advance equity while providing a clear policy framework, staff has conducted extensive research on cannabis equity programs in the state and nationally. Many of the major policy considerations, pitfalls and successful components of equity programs are highlighted in the Cannabis Equity Policy Analysis white paper, dated September 2023 (Attachment 3).

Public Outreach
Staff has presented high level overviews to the Chamber of Commerce three times (including most recently on September 12) on the retail program and has also communicated informally with potential retailers and landlords.

Staff consulted with DCC staff, the City of Sacramento, HdL, and the Asian Chamber of Commerce. Staff intends to conduct additional outreach on the equity pilot program prior to returning to Council for final approval in the fall.

Environmental Considerations
Pursuant to the California Environmental Quality Act of 1970, Public Resources Code §21000, et seq., as amended and implementing State CEQA Guidelines, Title 14, Chapter 3 of the California Code of Regulations (collectively, “CEQA”), the proposed amendments to the Titles 5 and 17 of the West Sacramento Municipal Code for retail cannabis sales and microbusinesses do not constitute a “project” within the meaning of Public Resources Code Section 21065 and CEQA Guidelines Sections 15060(c)(2), 15060(c)(3) or 15378 because there is no potential that the activity will result in a reasonably foreseeable indirect or direct physical change in the environment. The approval of a regulatory framework used for the selection of certain cannabis operators in 745
Retail Cannabis
September 27, 2023

the City would not alter the underlying land uses (such as other manufacturing, light industrial or retail uses) that are currently permitted in the subject zoning districts without a cannabis use component. Subsequent applications for a commercial cannabis use would be subject to individual review under CEQA.

Moreover, even if the development of the regulatory framework did comprise a project for CEQA analysis, it falls within the “common sense” CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where “it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.” There is also no reasonable possibility that the activity would have a significant environmental effect due to unusual circumstances. Here, the proposed ordinance and basic procedural criteria would allow for a limited number of commercial cannabis businesses, which would not cause any significant impacts apart from underlying land uses that are already permitted in the subject zoning districts.

In addition, Business and Professions Code Section 26055(h) provides that CEQA does not apply to the adoption of an ordinance, rule, or regulation that requires discretionary review and approval of permits, licenses, or other authorizations to engage in commercial cannabis activity if each subsequent discretionary approval involves applicable CEQA review. Therefore, the development of an RFP process to obtain the relevant City Cannabis License does not warrant further environmental review.

Commission Recommendation
The Planning Commission previously recommended approval of Ordinance 23-1.

Strategic Plan Integration
The cannabis program is consistent with the spirit and intent of the Council’s 2023 Strategic Principles of “Local Economic Development” and “Inclusivity & Diversity”.

Alternatives
1) Conduct the workshop and provide direction to staff regarding the administrative procedures and equity pilot program.
2) Continue the item to a future date and request additional information be provided at that time.

Alternative 1 is staff’s recommendation. Staff does not recommend Alternative 2 as retail cannabis sales is a stated policy priority item for the City Council. Staff is prepared to effectuate Alternative 2 at the Council’s direction.

Coordination and Review
The content of this report has been coordinated with City cannabis policy consultant HdL, the Police Department, Fire Department, Economic Development & Housing Department, the City Attorney’s Office, and the City Manager’s Office.

Budget/Cost Impact
All costs associated with preparation of this report and any subsequent actions including City Attorney review will be borne by the General Fund. Some costs may ultimately be offset by a $235,000 grant award to the City by the DCC. Staff has received the grant agreement and anticipates receiving the grant funds in the next few months.

ATTACHMENTS
1) West Sacramento Cannabis Background Information
2) Draft Administrative Procedures
3) Cannabis Equity Policy Analysis white paper, September 2023 746
ATTACHMENT 1
West Sacramento Cannabis Background Information
Since 2010, West Sacramento has had a citywide prohibition on all forms of retail sales of cannabis. During this era, retail cannabis dispensaries were largely unregulated at the state level.

In 2015, the California Legislature passed the Medical Cannabis Regulation and Safety Act (MCRSA), with subsequent modifications in the 2016 and 2017 budget trailer legislation. The 2015 and 2016 MCRSA created a new regulatory structure for the licensing and enforcement of medical cannabis commercial uses, including cultivation, manufacturing, distribution, testing, and retail. On November 8, 2016, California voters approved Proposition 64, known as the Control, Regulate, and Tax Adult Use of Marijuana Act (AUMA). AUMA legalized nonmedical cannabis use, possession, and cultivation by persons 21 years of age or older; the ballot measure passed in Yolo County with 60.5% of the vote (statewide it passed with 57.1%). It was also favored by 15 of the 17 voting precincts in West Sacramento at the time.

AUMA also created a regulatory framework for commercial nonmedical cannabis activities. With the majority vote passage, the provisions related to personal use, possession and cultivation of nonmedical cannabis went into effect on November 9, 2016. Commercial nonmedical cannabis activities also became legal on November 9, 2016. However, as neither the State licensing and regulatory framework nor the guidance provided to local governments had been developed at that time, the State had until January 1, 2018, to begin issuing licenses to commercial cannabis businesses. For context, there are currently over 25 State Department of Cannabis Control (DCC) licensing categories, with the major categories being defined as:
1) Cultivation: Including specialty cottage, specialty, small, medium, nursery and processor. 2) Manufacturing: Including volatile solvent manufacturing, non-volatile solvent manufacturing, infusion, packaging and labeling.
3) Distribution: Including distributor and “transport-only” distributor. 4) Testing laboratories.
5) Retail: Including storefront retailer and non-storefront retailer (delivery only). 6) Event licenses: Including event organizer (issued to the person) and temporary cannabis event (issued to the event).
7) Microbusinesses: cultivation up to 10,000 square feet, non-volatile extraction, distribution or transport-only, retail (storefront or non-storefront).

Beginning in late 2015, the City started its initial foray into the regulation of cannabis businesses by approving a series of municipal code amendments, development agreements (DA), and conditional use permits for wholesale cannabis uses (cultivation, testing labs, manufacturing, and distribution). A key provision in each development agreement has been a revenue contribution to the City of between 2.5 and 5% of annual gross receipts depending on the nature of the operation.

In the past six years, this has resulted in more than $1 million in City General Fund revenue. As of today, there are only two wholesale cannabis businesses in operation city-wide, with more possibly coming online in 2024.

At the Council’s strategic planning retreat in February 2021, staff presented an issue paper to consider retail cannabis sales and the Council placed the item on the 2021 policy agenda. At that time, the Council expressed an interest in exploring the potential for strategically expanding the opportunities for retail cannabis sales in West Sacramento to respond to market realities and augment City revenues.

At its February 2, 2022 meeting, the Council confirmed its openness to retail cannabis (storefront and non-storefront) and microbusinesses. The Council was generally supportive of staff’s proposed regulatory framework. The Council also confirmed that an equity component would be very important and did not specify a limit on the number of retail cannabis businesses. Given that a primary objective of the City’s foray into cannabis has been economic development, some Councilmembers expressed a desire to see storefront retail reinvigorate existing underperforming retail areas. Lastly, the Council expressed a preference that storefront retail businesses are not located within some proximity to schools and youth centers. 747
City of West Sacramento
Cannabis Program Background

Staff’s research suggests that the retail cannabis market has expanded substantially since retail sales became legal. According to data collected by Marijuana Business Daily, an industry publication, during the protracted shutdowns during the COVID-19 pandemic, delivery services saw an unprecedented increase in customers, in some markets as high as 200% from 2019.

Some of this can be attributed to ease of access and the lack of mobility of the customer base.

However, recent data also shows that customers return to storefront retail outlets when pandemic restrictions ease. Surveys indicate that customers find the benefit a cannabis retail establishment provides is the interaction with a salesperson (known as a “budtender”) who is knowledgeable about the products. Overall, all retail cannabis sectors have shown growth but are still hamstrung by the black market. As of February 2022, more than 60% of California jurisdictions do not allow retail cannabis sales according to data on the Department of Cannabis Control’s website.

Typically, the market for cannabis retail businesses is the local community, rather than serving a regional or statewide market. Consequently, the number of retailers is somewhat proportional to the local population. Consumer demand for cannabis is assumed to be constant (albeit growing), regardless of the legality of the business operation or the number of retailers. It is reasonable to conclude that more retailers would mean fewer customers for each business and lower gross receipts. The tax revenue generated by cannabis retailers is generally a function of the size of the market rather than the number of retailers.

As noted in the City’s General Fund Sustainability Strategy approved by the City Council on November 21, 2021, the permitting of retail cannabis sales is one of the revenue enhancement policies that could augment General Fund capacity by $1-2 million per year. At this time, that revenue is received by the City of West Sacramento through contributions by businesses in conformance with individual Development Agreements entered into by the businesses and the City. The other means of revenue collection would be through a voter-approved tax. In 2016, Davis voters approved a tax of up to 10% of gross receipts on non-medical (recreational) cannabis businesses. During Fiscal Year 2021/2022, the City of Davis received $2,055,764 in revenue from qualifying cannabis businesses1.

Factors commonly discussed when considering retail cannabis uses Revenue
A significant issue for Council deliberation and direction to staff is the revenue contribution rate staff proposes to include in each DA. Cumulative taxes on retail cannabis can approach 30%, making it difficult for regulated cannabis businesses to compete with the entrenched black market.

Regionally rates range between 4 and 15% with most being approximately 5%. The City of Sacramento’s cannabis tax is at 4% and is the closest city to West Sacramento where retail cannabis is allowed. Staff recommends that the revenue contribution rate on retail in West Sacramento remain competitive in the region in the range of 4-6%.

Security
A commonly stated perception among communities considering the regulation and licensing of storefront retail cannabis businesses is that the provision of these businesses would result in security and public safety risks, as there can be large amounts of cash and high-value product on-site. While cannabis companies are increasingly gaining access to traditional banking and the services such institutions provide, it remains illegal under Federal law to manufacture, distribute, or dispense cannabis. As such, legal cannabis businesses under State law have difficulty accessing federally guaranteed banking and credit services. 1 City of Davis OpenGov Financial Transparency Tool
748
ATTACHMENT 2

CITY OF WEST SACRAMENTO

RETAIL CANNABIS APPLICATION PROCEDURES AND GUIDELINES
Application Period
OPENS – TBD
CLOSES – TBD

STOREFRONT RETAIL
“Storefront Retail” and “Non-storefront/Delivery Only” shall have the same meaning as that contained in Section 26070(a)(1) of the California Business and Professions Code.

CONTACT
If you have any questions or would like an update on the status of your application, please contact the Community Development Department at 916.617.4645.

APPLICABLE REGULATIONS
Information regarding the application process can be found on the City’s website at cityofwestsacramento.org and includes the following:
 Application Procedures and Guidelines
 Review Criteria
 City of West Sacramento Municipal Code
Title 5 (Business Licenses and
Regulations)
 City of West Sacramento Municipal Code
Title 17 (Zoning)
 Financial Responsibility, Indemnity and
Consent to Inspection Terms Agreement
 Background Check Portal Link
 Retail Cannabis Application
 Ownership Acknowledgement Form
To be eligible for further consideration by the City, complete applications must be received by the Community Development Department by the applicable deadline. There will be no exceptions. These Retail Cannabis Application Procedures and Guidelines and Review Criteria (hereafter referred to as “Procedures”) constitute the initial application process and are adopted pursuant to the West Sacramento Municipal Code (WSMC) Titles 5 and 17.

Applicants are advised to monitor the City’s webpage for any additional information, FAQs, or updates. It is the applicant’s responsibility to stay informed of this information.

AMENDMENTS TO THE APPLICATION
Applicants will not be allowed to make amendments to their application or to supplement their application, except as otherwise specifically permitted in these procedures, or posted on the City’s website as a clarification update, or as authorized in writing by the City Manager or his/her designee.

During Phase 1 of the review process, City staff and/or a third-party consultant will conduct a preliminary evaluation of the applications for completeness and will reject any application that is missing a major component (for example, a Security Plan), notifying the applicant(s) by email that they have been disqualified.

For those applications that are missing essential information, the primary contact will be notified 749
if the application is found to be missing minor requirements (for example, signatures/dates on forms, proof of payment receipts, scanned pages in one of the scoring criteria documents, or incorrect formatting or organization of files). If this is the case, the Applicant may be granted five working days from the date of the being informed of an incomplete application to submit the required supplemental information. Applicants should immediately acknowledge receipt of having submitted an incomplete application.

Applicants may not submit any additional information other than what was requested to cure the incompleteness. Finally, an applicant will be notified if their application is incomplete or if there is any other reason for which they will not be moving forward in the application process.

LIMITATIONS ON MULTIPLE APPLICATIONS
Applicants possessing an ownership interest of ten percent (10%), or more, in a retail, microbusiness, or other cannabis business in West Sacramento shall be limited to submitting only one retail application during this initial process. To ensure compliance with the ownership interest concerns every owner on the application that meets the criteria defined in the Business & Professions Code will be required to complete the Ownership Acknowledgement form which is provided on the City’s website. However, there will be no limitations on any other permit type which are permitted in the City, (i.e., cultivation, manufacturing, distribution, and testing labs).

CITY’S RESERVATION OF RIGHTS
The City reserves the right to reject any and/or all applications, with or without cause or reason.

The City may modify, postpone, or cancel the request for applications without liability, obligation, or commitment to any person, party, firm, or organization. In addition, the City reserves the right to request and obtain additional information from any applicant applying in order to conduct a complete review of the application or an investigation into the truthfulness of the statements set forth in the application or provided at any stage of the application process and if it is not fully responsive to this request.
750

APPLICATION PROCESS
This application process is adopted pursuant to WSMC Section 5.28.040. Applicants must review the information regarding the application process and which documents are required. Before applying, applicants should verify that the application in its entirety to ensure that it is complete and accurate.

APPLICATION SUBMITTAL REQUIREMENTS
Applications must respond to all requirements outlined in the “Retail Cannabis Application Procedures & Guidelines.” Applicants must submit all required application materials together in one complete comprehensive package via email, DropBox link or equivalent, etc. No paper copies will be accepted.

The application package must include all the following documents with original digital signature(s) for each document.

1. Application;

2. Financial Responsibility, Indemnity
and Consent to Inspection Terms
Agreement;

3. Agreement on Limitations of City’s
Liability and Indemnification;

4. Application fee and Background
Check fee(s);

5. Owner Acknowledgment Agreement

SUBMITTAL DEADLINE
Applications must be received by the Community Development Department by 4:00 pm on TBD.

Late applications will not be accepted. Furthermore, an application risks being rejected for the following reasons:

1. It is not responsive to the Retail Cannabis Application Procedures and Guidelines.

2. The proposed location of the retail cannabis business does not comply with State law, WSMC Title 5, and/or WSMC Title 17.

CRIMINAL BACKGROUND CHECK
Each Owner as defined in Business and Professions Code Section 26001 must undergo a criminal history background check to demonstrate they do not provide “good cause” for denial per WSMC Section 5.28.050(d). Owners who do not meet the criminal history eligibility requirements of this Section will be disqualified.

In addition, each successful applicant will be asked to submit to a Live Scan as part of the background check as determined by the Chief of Police. Prior to being issued a permit the Applicant’s primary contact will be notified with the instructions on how to schedule the Live Scan appointment.

FEES
All applicants will be required to submit a monetary deposit of $TBD. This amount will be charged against time spent by City staff and/or third-party consultant in reviewing applications and administrating the application process. Applicants are advised that they may be required to pay additional amounts as required for the sole purpose of the City’s completion of the application review process. For the successful applicants there will also be a Live Scan Fee of $TBD prior to obtaining the Cannabis License or at a time determined by the Police Chief. Application fees are non-refundable once the City has begun reviewing the application. 751

APPLICATION REVIEW, SCORING, AND APPROVAL PROCESS
PHASE 1: DETERMINATION OF ELIGIBILITY
Applications will be reviewed for completeness and compliance to meet the minimum submittal requirements. The determination of eligibility will be based on the criteria outlined in these procedures and as described in Appendix A. However, the criteria will be evaluated and scored with the process adopted in these procedures in accordance with WSMC Section 5.28.050.

PHASE 2: APPLICATION EVALUATION AND REVIEW (3,000 points) During Phase II, the City and/or third-party consultant will review and score each application using a merit-based system. At a minimum the top ten (10) applicants who score a minimum of 90% or higher (2,700 points) in Phase II may be eligible to advance to Phase III. However, the City may at its sole discretion select more than ten (10) applicants based on the quantity and the overall quality of applications the City receives. Notice of the results of Phase II will be provided in writing to the primary contact listed on the application. Should more than one application be proposed at the same location or within buffer requirements, the City at its sole discretion may employ a chance-based lottery to select an applicant.

See APPENDIX A for a description of the evaluation criteria:
 Section A. Business Plan (400 points)
 Section B. Labor, Equity, Diversity, and Inclusion Plan (400 points)*  Section C. Safety Plan (300 points)
 Section D. Security Plan (300 points)
 Section E - Qualifications of Owners (400 Points)
 Section F - Neighborhood Compatibility (400 Points)
 Section G - Community Benefits and Investments Plan (500 Points)  Section H - Proposed Location (300 Points)
*Not applicable to equity applicants.

NOTE: Being selected for further consideration does not constitute a land use entitlement and does not waive or remove the requirements of applying for and receiving permits for all construction including but not limited to electrical, plumbing, fire, a development agreement, Community Development Department permits or reviews, and any other permits, licenses, or reviews as deemed necessary by the relevant departments or governmental entities in charge of said permits. It also does not guarantee that the plans submitted via the application process meet the standards or requirements in WSMC Titles 5, 15, or 17 and any other permit requirements from other City departments and external agencies.
752
APPENDIX A: REVIEW CRITERIA FOR STOREFRONT RETAIL AND NONSTOREFRONT/DELIVERY ONLY The City is a public agency subject to the California Public Records Act (“CPRA”). In the event a request for information under the CPRA seeks disclosure of application materials marked by Applicant as “Confidential Information,” the City will make reasonable efforts to provide notice to Applicant prior to such disclosure to allow Applicant to seek a protective order, injunctive relief, or other appropriate remedy. If Applicant contends any designated application materials are exempt from the CPRA and wishes to prevent disclosure, it is required, at its own cost, liability, and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before City’s deadline to respond to the CPRA request. If Applicant fails to obtain such a remedy before the deadline for the City’s response to the CPRA request, the City will disclose the requested information and shall not be liable or responsible for such disclosure.

SECTION A: BUSINESS PLAN (400 points)

1. Finances – A budget for construction, operations, maintenance, compensation of employees, equipment, property lease, security equipment and staff, City fees, state fees, utility costs, product purchases and other anticipated contingency costs. The budget must demonstrate sufficient capital in place to pay startup costs and at least three months of operating costs, as well as a description of the sources and uses of funds. a. Proof of capitalization, in the form of documentation of cash or other liquid assets on hand, Letters of Credit or other equivalent assets which can be verified by the City. b. A pro forma for at least three years of operations.
c. A schedule for beginning operation, including a narrative outlining any proposed construction and improvements and a timeline for completion.

2. Daily Operations - The Business Plan should describe the day-to-day operations which meet industry best practices for the type of cannabis business you are applying. The Plan should include the following at a minimum:
a. Describe customer check-in procedures.
b. Identify location and procedures for receiving deliveries during business hours. c. Identify the name of the Point-of-sale system to be used and the number of Point-of-Sale locations.
d. Estimate the number of customers to be served per hour/day. e. Describe the proposed product line to be sold and estimate the percentage of sales of flower and manufactured products.
f. If proposed, describe delivery service procedures, number of vehicles and product security during transportation.
g. How the Cannabis Business will conform to local and state laws. See WSMC Titles 5 and 17 as they pertain to retail establishments in the City of West Sacramento. h. How cannabis and cannabis products will be tracked and monitored to prevent diversion. Describe the Point-of-Sale system to be used and how it will interact with the state’s mandated track and trace system.
753
SECTION B: EQUITY, DIVERSITY & INCLUSION PLAN (400 points) Note: This criterion does not apply to equity applicants

1. Identify number of employees at initial opening and the maximum number of employees when the business is at full capacity.

2. Describe any diversity and inclusion programs that will be developed as part of the business model which embraces a rich and diverse work force with a diverse set of perspectives, work and life experiences, as well as religious and cultural differences that provide equal opportunities for employee development.

3. Identify all positions and their responsibilities.

4. Describe compensation to and opportunities for continuing education and training for employees.

5. Describe whether the cannabis business is committed to offering employees a Living Wage.

6. Briefly describe benefits provided to employees such as health care, vacation, and medical leave, to the degree they are offered as part of employment.

7. Describe to the extent to which the cannabis business will be a locally owned enterprise and the owner(s) reside within the County of Yolo. In order to qualify for this criterion, an owner must have lived in the County of Yolo for at least one year prior to July 1, 2023.

SECTION C: SAFETY PLAN (300 points)

1. The detailed Safety Plan shall be prepared by a qualified party licensed in the State of California.

2. This plan will describe all fire prevention and suppression measures, fire extinguisher locations, evacuation routes and alarm systems the facility will have in place.

3. Describe all accident and incident reporting procedures.

4. Describe the waste management locations and procedures.

SECTION D: SECURITY PLAN (300 points)

1. The security plan shall be prepared by a professional security consultant. This can be done with in-house staff or a consultant, but it must clearly demonstrate that it meets the professional standards requested to receive the appropriate points for each criterion in this section.

A. The plan should demonstrate how the cannabis business wishes to develop the floor plan and address other security issues on the property.

2. Premises Diagram: In addition to the site plans submitted for the Proposed Location (in Section H of Appendix A), a separate Premises Diagram must be included in this Security Plan section (Section D) of the application. The diagram must meet the requirements of the Bureau of Cannabis Control CCR Title 16, Division 42, §5006 Premises Diagram.

A. The diagram shall show the boundaries of the property and the proposed location to be licensed, showing all boundaries, dimensions, entrances and exits, interior partitions, walls, rooms, windows, and doorways, and shall include a brief statement or description of the principal activity to be conducted therein.

B. The diagram shall show and identify commercial cannabis activities that will take place in each area of the premises and identify all limited-access areas.

C. The diagram shall show where all cameras are located and assign a number to each camera for identification purposes.

D. The diagram should be accurate, dimensioned and to-scale (minimum scale of 1/4”).

E. If the proposed location consists of only a portion of a property, the diagram must be labeled indicating which part of the property will be used for the 754
licensed premises and what activities will be used for the remaining property.

3. Description of operational security, including but not limited to general security for access/visitor control, inventory control and cash handling procedures.

4. Description of perimeter security, on-site security guards, lighting, and parking.

5. Identify transportation techniques and security procedures.

6. Description of employee training and general security policies.

SECTION E: QUALIFICATION OF OWNERS (400 points)

1. Experience – Demonstrate the business owner’s experience in owning, managing, and operating a cannabis business. For purposes of this section, owner shall mean the State definition of owner in the State Business and Professions Code Section 26001 and all persons, companies, and entities that will be directing, controlling, and/or managing the day-to-day operations of the business. Evidence that prior experience was from legally permitted activities.

2. Cannabis Industry Knowledge – Demonstrate overall knowledge of the cannabis industry (as demonstrated throughout the screening application), including identification of how industry best practices and State regulations have been incorporated in existing/prior legal businesses outside the City of West Sacramento.

3. Ownership Team – Describe the involvement of the ownership team in day-to-day operation of the business. Owner is defined based upon the State definition of owner, see Business and Professions Code Section 26001.

SECTION F: NEIGHBORHOOD COMPATIBILITY PLAN (400 points)

1. Describe how the business will proactively address and respond to complaints related to noise, light, odor, and vehicle and pedestrian traffic.

2. Describe how the business will be managed to avoid becoming a nuisance or having impacts on its neighbors and the surrounding community.

3. Describe odor mitigation practices:
a. Identify potential sources of odor.
b. Describe odor control devices and techniques employed to ensure that odors from cannabis are not detectable beyond the licensed premises. c. Describe all proposed staff training and system maintenance plans.

4. Describe the waste management plan. The plan shall include waste disposal locations, security measures, methods of rendering all waste unusable and unrecognizable, and the vendor in charge of disposal.

5. The application should include the following information about the proposed location:
a. Physical address and a detailed description of the proposed location, including the overall property, building, and interior floor plan.
b. Description of all known nearby State and local sensitive use areas. The cannabis business must have the appropriate zoning and meet all the locational requirements as described in WS Title 17.
c. List any nearby well-traveled paths to schools and describe how the cannabis business will proactively protect the youth on these paths from exposure to the cannabis business.
d. Describe how the business will proactively take steps about community concerns to protect the youth generally from the impacts of the cannabis business. e. Proof of ownership, lease agreement, or a Letter of Intent to Lease. 755
Vicinity map.
f. Photographs of existing site and buildings.
g. Evidence that the location has access to public transportation for employees or customers.
h. Evidence that the location has access to public transportation for employees or customers.

SECTION G: EQUITY BENEFITS AND INVESTMENT PLAN (500 points) Note: This criterion does not apply to equity applicants.

The cannabis business should describe the benefits the business will provide to further progress on equity in the cannabis industry, for example by directly aiding, participating in, or funding the work of local non-profits, community-based organizations, civic organizations, or social services organizations. Benefits may be in the form of volunteer services, monetary donations, financial support of City-sponsored equity-based activities or organizations, in-kind donations to the City or other charitable organizations and/or any other economic incentives to the City which will help achieve the strategic policy goals of the City Council in entertaining retail cannabis businesses in the City of West Sacramento.

SECTION H: PROPOSED LOCATION (300 points)
In addition to the location related details required in the Security Plan section of this application, the application shall include a thorough narrative description of the proposed location, including but not limited to the overall site, existing and/or proposed building(s), parking spaces, driveways, pedestrian sidewalks/rights-of-way, and neighboring businesses on the parcel. Description of floor plans and interior design are not a requirement of this section. In addition to the narrative description of the proposed locations, Applicants shall also include the following items:

1. The proposed site for a retail cannabis application must have the appropriate zoning and meet all locational requirements as described in WSMC Title 17.

2. The application shall include unedited digital photographs of the front (street facing) side of the building. In the event the proposed location is undeveloped land, photographs shall depict the property from all vantage points of the property.

3. The application must include a site diagram depicting all details described in the narrative description of the proposed location. The diagram required for this section need not include a description of any building interior, floor plan or security detail. 756

CITY OF WEST SACRAMENTO

RETAIL CANNABIS APPLICATION PROCEDURES AND GUIDELINES
(EQUITY PILOT PROGRAM APPLICATIONS)
Application Period
OPENS – TBD
CLOSES – TBD
These Procedure Guidelines apply solely to Equity Applicants.

SOCIAL EQUITY
An “equity applicant” shall be defined per Appendix B of these guidelines.

CONTACT
If you have any questions or would like an update on the status of your application, please contact the Community Development Department at 916.617.4645

APPLICABLE REGULATIONS
Information regarding retail cannabis applications can be found on the City’s website at www.cityofwestsacramento.org and includes the following:
 Application Procedures Guidelines and Review Criteria  City of West Sacramento Municipal Code (WSMC) Title 5 (Business Licenses and Regulations
 City of West Sacramento Municipal Code (WSMC) Title 17 (Zoning)  Financial Responsibility, Indemnity and Consent to Inspection Terms Agreement Background Check Portal Link
 Ownership Acknowledgement Form
To be considered for a retail cannabis business as an equity applicant., final applications must be submitted to the Community Development Department by the applicable deadline. There will be no exceptions. These Procedure Guidelines and Review Criteria (hereafter referred to as “Procedures.” constitute the application process and are adopted pursuant to the West Sacramento Municipal Code (WSMC) Titles 5 and Title 17.

Applicants should monitor the City’s webpage for any additional information, FAQs, or updates.

It is the responsibility of the Applicant to stay informed of this information. 757

SOCIAL EQUITY APPLICANT ELIGIBILITY
Pursuant to the City Council’s social equity objectives for retail cannabis businesses, applicants who are applying under as an equity applicant must first be evaluated to verify their eligibility in accordance with the City’s eligibility criteria (see Appendix B) before any substantive review of their application can occur. Equity applicants must identify themselves as such at the outset on the retail cannabis license application. If an applicant is deemed not eligible for an Equity Application then he/she/they will be given the option to submit an application as a Standard Applicant or withdraw from the process when notified by the City staff.

AMENDMENTS TO THE EQUITY APPLICATION
Applicants will not be allowed to make amendments to their application or to supplement their application, except as otherwise specifically permitted in these procedures, or posted on the City’s website as a clarification update, or as authorized in writing by the City Manager or his/her designee.

During Phase IB, City staff and the Consultant will conduct a preliminary evaluation of the applications for completeness and will reject any application that is missing a major component (for example, a Security Plan), notifying the applicant by email that they have been disqualified.

For those Applications which are missing essential information the primary contact will be notified by email if their application is found to be missing minor requirements (for example, signatures/dates on forms, proof of payment receipts, scanned pages in one of the scoring criteria documents, or incorrect formatting or organization of files). If this is the case, the Applicant may be granted five days from the date of the email to submit the required supplemental information.

Should you receive an email from the City we ask that you confirm receipt of it immediately. If the City does not get confirmation from your primary contact within two days, it may, but is not required to, make an attempt to notify the primary contact by phone in case the email went into the recipient’s spam folder unnoticed. However, please note should this be the case you will not be provided additional time to complete the curing process so make sure you monitor your incoming or spam email carefully. Furthermore, you may not submit any additional information other than what was requested to cure the minor requirements. Finally, an applicant will be notified if their application is incomplete or if there is any other reason for which they will not be moving forward in the application process.

LIMITATIONS ON MULTIPLE APPLICATIONS
Applicants possessing an ownership interest of ten percent (10%), or more, in a retail, microbusiness, or vertically integrated cannabis permit application shall be limited to submitting only one application which includes retail during this initial process regardless. In order to ensure compliance with the ownership interest concerns every owner on the application which meets the criteria listed in Business and Professions Code Section 26001 will be required to complete the Ownership Acknowledgement form which is provided on the City’s website. However, there will be no limitations on any other permit type which are permitted in the City, (i.e., cultivation, manufacturing, distribution, and testing labs).

CITY’S RESERVATION OF RIGHTS
The City reserves the right to reject any and/or all applications, with or without cause or reason.

The City may modify, postpone, or cancel the request for a retail cannabis application without liability, obligation, or commitment to any person, party, firm, or organization. In addition, the City reserves the right to request and obtain additional information from any applicant applying in order 758
to conduct a complete review of the application or an investigation into the truthfulness of the statements set forth in the application or provided at any stage of the application process and if it is not fully responsive to this request for an application. 759

APPLICATION PROCESS
This application process is adopted pursuant to WSMC Section 5.28.040. Review the information regarding the application process and which documents you will need. Before submitting your application, review your application in its entirety to ensure that it is complete and accurate.

Review the information regarding the retail cannabis application process for on the City’s webpage.

APPLICATION SUBMITTAL REQUIREMENTS
Applications must respond to all requirements outlined in the “Retail Cannabis Application Procedures & Guidelines.” Equity Applicants must submit all required application materials together in one complete comprehensive application package via email, Dropbox link or equivalent, etc. No paper copies will be accepted.

The application package must include all the following documents with original digital signatures for each document.

1. Retail Cannabis Business Application;

2. Financial Responsibility, Indemnity and Consent to Inspection Terms Agreement;

3. Agreement on Limitations of City’s Liability and Indemnification to City;

4. Application fee and Background Check fee(s); and

5. Owner Acknowledgment Agreement

SUBMITTAL DEADLINE
Cannabis Equity Pilot Program applications have two (2) deadlines. As follows:

1. Phase 1A: TBD

2. Phase 1B: TBD
The following table outlines submittal requirements per Phase:

Phase 1A Retail Cannabis Application (Equity Only) to be used for eligibility review.

Phase 1B Phase 1B-Items:

1. Retail Cannabis Application; (This item is required for Phase 1A and 1B)

2. Financial Responsibility, Indemnity and Consent to Inspection Terms Agreement;

3. Agreement on Limitations of City’s Liability and Indemnification to City;

4. Application fee and Background Check fee(s); and

5. Owner Acknowledgment Agreement
Furthermore, an application risks being rejected for the following reasons:

1. It is not responsive to this retail cannabis application solicitation and the Procedure Guidelines for a retail cannabis license.

2. The proposed location of the retail cannabis business does not comply with State law, WSMC Title 5, and/or WSMC Title 17.
760

CRIMINAL BACKGROUND CHECK
Each Owner as defined in Business and Professions Code Section 26001 must undergo a criminal history background check to demonstrate they do not provide “good cause” for denial per WSMC 5.28.050(d). Owners who do not meet the criminal history eligibility requirements of this Section will be disqualified. The background form can be found on the City’s website.

In addition, each successful applicant will be asked to submit to a Live Scan as part of the background check as determined by the Chief of Police. Prior to being issued a permit the Applicant’s primary contact will be notified by email with the instructions on how to schedule the Live Scan appointment.

The initial background check fee for each owner shall be $XX. This process will be required to meet the minimum threshold qualifications pursuant to WSMC Section 5.28.050(d). The results of the background check must be included with the initial retail cannabis application (Phase I).

FEES
All applicants will be required to submit a fee of $TBD. This amount will be charged against time spent by City staff and the Consultant in reviewing applications and administrating the application process. Applicants are advised that they may be required to pay additional amounts as required for the sole purpose of the City’s completion of the application review process. However, there will also be a separate $NN fee for the Background Check. For the successful Applicants there will also be a Live Scan Fee of $TBD prior to obtaining the Cannabis Business Permit or at a time determined by the Police Chief.
761

APPLICATION REVIEW, SCORING, AND APPROVAL PROCESS
PHASE IA: EQUITY REGISTRATION AND ELIGIBILTY
Upon receiving a complete retail cannabis application under the equity program, City staff will review the materials to determine eligibility under the City’s established criteria in accordance with Appendix B of these procedures. Applicants may apply for storefront retail, non-storefront retail/delivery only, or microbusinesses. Applicants will be notified as soon as possible if they do not qualify under the Equity criteria and will be given the option to apply under the Standard application process respectfully or withdraw from the process.

PHASE 1B: DETERMINATION OF ELIGIBILITY
Applications will be reviewed for completeness and compliance to meet the minimum submittal requirements. The determination of eligibility will be based on the criteria outlined in these procedures and as described in Appendix A. However, the criteria will be evaluated and scored with the process adopted in these procedures in accordance with WSMC Chapter 5.28 and as may be amended in writing for clarification to application submittal questions which will be posted in the FAQ section of the Cannabis Information webpage and shall go into full effect immediately upon being posted on the website.

PHASE II: APPLICATION EVALUATION AND REVIEW (1,800 points) During Phase II, the City and/or third-party consultant will review and score each application using a merit- based system. At a minimum one applicant who scores a minimum of 90% or higher (1620 points) in Phase II may be eligible to advance to Phase III. If more than one equity applicant meets the minimum score the City may employ the lottery to select who advances. Notice of the results of Phase II will be provided in writing via email to the primary contact listed on the application.  Section A. Business Plan (400 points)
 Section B. Safety Plan (300 points)
 Section C. Security Plan (300 points)
 Section D. Qualifications of Owners (400 points)
 Section E. Neighborhood Compatibility (400 points)
The City will entertain one equity applicant for storefront retail and one equity applicant for nonstorefront delivery only. 762
APPENDIX B: EQUITY PILOT PROGRAM
The City of West Sacramento City Council has directed that an equity pilot program be established that addresses disparities in the cannabis industry by prioritizing the victims of the war on drugs and minimizing barriers of entry into the industry. The first step in creating such a process is the establishment of the Equity Permit Application Eligibility.

The City will actively seek and promote applicants from communities disproportionately impacted by cannabis prohibition, and promote racial, ethnic, and gender diversity when issuing licenses for retail cannabis related activities, including mentoring potential applicants and prioritizing applications from applicants who are members of communities disproportionately impacted by the enforcement of cannabis prohibition.

The City will develop an incubator program to encourage equity applicants to apply for licensure and to provide direct support in the form of counseling services, education, small business coaching, financial planning and compliance assistance.

The EPP establishes a two-tier market structure that seeks to avoid large well-resourced entities from consuming so much market share that equity applicants would be effectively barred from entry into the market. This allows for more opportunities for social equity applicants to apply for licenses. The adult-use microbusiness, cooperative, and delivery license types are all examples of low barrier-to-entry licenses, however the EPP prioritizes ownership and employment opportunities for storefront retail but may apply to non-storefront/delivery only. Licenses issued under the EPP program cannot be transferred or sold within the first three years of issuance, except to another qualified equity applicant with approval from the City Council.

All non-equity licensees will be required as part of the application process, to develop and implement a social responsibility framework, which is designed to contribute to communities disproportionally harmed by cannabis prohibition and to annually report this progress to the City Council. Adherence to this requirement, is a condition of annual license renewal.

The City proposes to issue one equity applicant with a storefront retail cannabis license under the Equity Pilot Program. That license may also include non-storefront retail (delivery) activities. In addition, the Pilot Program proposes to separately consider issuance of a single non-storefront retail ONLY (delivery) license for a qualifying applicant.

EPP Eligibility Criteria:

The following two criteria are proposed as factors that would be evaluated and objectively weighted as part of the initial application qualification process:

1. Reside in a disadvantaged community in West Sacramento at the 85% or higher percentile per the latest version of CalEnviroScreen.

2. Be a low-income individual or household based on Yolo County median income figures.

Additionally, if the owner has had a cannabis arrest in California while residing in West Sacramento, a 5% weighting factor may be applied to the initial objective qualification review process. Applicants with other types of criminal history may be denied a state license pursuant to Business & Professions Code §26057. These include a violent felony conviction, as specified in subdivision (c) of Section 667.5 of the Penal Code; a serious felony conviction, as specified in subdivision (c) of Section 1192.7 of the Penal Code; a felony conviction involving fraud, deceit, or embezzlement; a felony conviction for hiring, employing, or using a minor in transporting, carrying, selling, giving away, preparing for sale, or peddling, any controlled substance to a minor; or selling, offering to sell, furnishing, offering to furnish, administering, or giving any controlled substance to a minor; and a felony conviction for drug trafficking with enhancements pursuant to Section 11370.4 or 11379.8 of the Health and Safety Code. 763
Applicants meeting the EPP eligibility criteria may be considered for the following (but not limited to):
 Tenancy in a city-owned or leased building
 All support services offered under the program including the forthcoming small business incubator program
 Grant monies to subsidize necessary tenant/building improvements to improve life safety and security
 Priority processing of application(s)
 Waiver of the Development Agreement fee
 Financing of off-site infrastructure (via Measure N)
 Department of Cannabis Control (DCC) grant funds awarded to the City The equity pilot program applicant’s need would be evaluated on an individual basis; if the applicant has little to no start-up business experience, then the City would facilitate training. If the need to improve the proposed equity cannabis storefront retail business space, then consideration of partnership in funding tenant or building improvements would be considered. 764
City of West Sacramento

CANNABIS EQUITY POLICY ANALYSIS
September 2023
Executive Summary
From 1980-2016, cannabis-related public policy has negatively impacted communities of color. These negative impacts have been largely unaddressed. This analysis and framework represent the City’s effort to examine the nature of these negative impacts and explore the ways that the City of West Sacramento’s cannabis equity framework can be developed to address past harms.

Primarily, staff has explored other jurisdictions’ cannabis-related equity policies in order to discern the best options and practices for addressing past harms and apply them to a logical program that will allow objective and measurable results. Many of these policies are from large cities; however, some were from cities closer in scale to West Sacramento. Cannabis-related equity policy will require two basic steps: Indicators of harm and methods of redistribution.

Indicators of harm are metrics which identify and describe past harms associated with cannabisrelated public policy. Determining indicators of harm is vital because it allows an equity policy to impact its target population more accurately. Nationwide, jurisdictions implementing equity policies gravitated towards two main concepts:
• “Equity applicants”: Individuals who have been negatively impacted by cannabis-related policy.

Individuals qualify for equity applicant status via household income, area of residence, cannabis arrest history, and more.
• “Disproportionately impacted areas,” which are neighborhoods or zip codes deemed to have been negatively impacted by cannabis-related policy. Areas generally qualify for this status via relative rates of arrest.

Methods of redistribution are policy frameworks through which equity is advanced. There are three primary methods identified through the research of jurisdictions with cannabis equity programs, all of which aim to bring wealth from legal cannabis markets to individuals or areas that have experienced past harms.

1. Ownership-centric frameworks focus on helping equity applicants into ownership positions in cannabis businesses.

2. Workforce-centric frameworks ensure that some non-ownership employment opportunities in the cannabis industry are reserved for equity applicants.

3. Community-investment frameworks use a variety of means, including diverting cannabis payments, into a variety of assistance programs which benefit disproportionately impacted areas and cannabis equity business tenants.

The report concludes with analysis and recommendations. Based on observed successes and struggles in other jurisdictions and on West Sacramento’s specific context, some factors will impact different frameworks’ effectiveness. These include, but are not limited to:
• Available funding for equity policy;
• Licenses available for equity applicants;
• Demand for licenses given West Sacramento’s relatively small population; and, • Potential community investment strategies.

ATTACHMENT 3
765
City of West Sacramento
Cannabis Equity Policy Analysis