Agenda packet — West Sacramento City Council, April 30, 2025 (part 4 of 4)

 Single Story Limitation: Limit the homes to be constructed on Lots 462-482 and 522-531 of the VTSM to a single story.
 Planting of Additional Trees: Plant additional fast-growing trees along the Clarksburg Branch Line Trail Corridor and plant one (1) 24” box Valley Oak or other allowable species on Estate Lots 522-531, along the western property line.
 Prior Commitments: Changes already reflected in the Draft LSP recommended by the Planning Commission include reorientation Lots 522-544 to front eastward, increase the size of these 23 lots, and construction of Bladen Street as a 56’ ROW with parking and sidewalks on both sides.

The Applicant is requesting that the Council approve these changes, as well as minor changes to exhibits referring to the Estate Lots adjacent to Bastone Court and Single-Family, Wide and Shallow, Lots adjacent to Redwood Avenue properties. Collectively, the requested revisions affect the following content of the LSP:
 Exhibit 9-2, Development Standards Matrix (Page 9-5): Single-story restrictions added to agreed-upon Bladen Street lots and lots adjacent to Redwood Avenue properties; VTSM lot numbers added to Bastone Court-adjacent lots; and minor corrections to the Notes to ensure accuracy and clarity.  Exhibit 9-3, Development Standards Matrix, Cont (page 9-7): VTSM lot numbers added to Bastone Court-adjacent lots.
 LSP Section 10.2.5.B., Estate Lot Landscaping (Page 10-19): Add sentence referring to trees to be planted in rear yards of Estate Lots on Bladen Street north of Harvest Drive.  LSP Section 10.4.4, West Edge, under Community Edge Treatments (Page 10-44): Update references to the trees to be planted in the Clarksburg Branch Line Trail right-of-way.  Exhibit 10-20, Community Edge Treatment #1 (Page 10-45): Variety of additions and revisions to depict and explain the agreed-upon changes to Bladen Street lots (i.e., trees, building heights) and the addition of trees to the CBLT right-of-way.
 Exhibit 11-12, Estate Lots, Bastone Court, Neighbors (Page 11-27): Update references to lot numbers to match the VTSM numbering.

Attachment 8 includes the copies of the pages with these proposed revisions, including both redlined and clean versions of the pages with changes to the narrative (i.e., 10-19 and 10-44).

Development Agreement
State law (Government Code Sections 65864 through 65869.5) authorizes local governments and any entities having a legal or equitable interest in real property to enter into development agreements that establish certain development rights in that property, as well as responsibilities associated with development of the property.

Consistent with the provisions of State law, Chapter 17.43 of the City of West Sacramento Zoning Code outlines procedures and requirements for considering and entering into legally binding development agreements with applicants for development projects. Such agreements provide a greater degree of certainty than the normal permit approval process by granting assurance that an applicant may proceed with development in accordance with policies, rules, and regulations in effect at the time of the approval, subject to conditions to promote the orderly planning of public improvements and services; allocate costs to achieve maximum utilization of public and private resources in the development process; and ensure that appropriate measures to enhance and protect the environment are achieved.

The Liberty Development Agreement (DA) is the product of a highly detailed and extensive collaborative process involving multiple stakeholders, including the Applicant, City management, Planning Division Staff, and the City Attorney. The agreement aligns with the City’s established priorities and relevant council-approved policies.

Key provisions of the DA, which is included as Attachment 8, are as follows:

Section 4, Effective Date, Term, and Termination
This section specifies key durations and extension provisions.  The effective term of the DA is 10 years.
 Automatic extension of an additional five years if the Applicant obtains a building permit for the multifamily affordable housing within the first 10 years.  The project is not vested in current fees, i.e. the project will pay development fees in effect at the time permits are pulled.
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Section 7.4, Funding Commitments
This section outlines the Applicant’s commitments to the City to provide funding for specific purposes that are separate from, unrelated to, and in addition to any fees, dedications, assessments, and taxes applicable to the development of the property. Among the items supported, in part, by these funding commitments are:
 Updates to the Parks Master Plan (7.4.7), the Storm Drain/Stormwater Master Plan (7.4.8), and the Evacuation and Emergency Management Plan (7.4.20).
 Acquisition of firefighting apparatus (7.4.9).
 Interim operation of the Southport Sewer Pump Station (7.4.10).  WSAFCA flood control work (7.4.11).
 Design and construction of the Clarksburg Branch Line Trail (CBLT) (7.4.12) and the Southport Setback Levee Trail (7.4.13).
 Design and construction of the Enterprise Bridge Crossing (7.4.14) and reimbursement to City for McGowan Bridge and Village Parkway North and South improvements (7.4.15 & .16).  Linden Road, improvements (new landscaping, pavement, curbs, gutters, and sidewalks) from Stonegate east to CBLT (7.4.17).
 Village Parkway HAWK lights (7.4.18).
 Early payment of Project Traffic Impact Fees (7.4.19).  Funding commitments are indexed to automatically adjust annually based on changes to the Engineering News-Record Construction Cost Index (7.4.2).  In some cases (e.g. contributions toward improvements to CBLT), the Developer will receive fee credits.

Section 7.5, Infrastructure Improvements
This section describes the elements of the infrastructure system for which the Applicant will be responsible for constructing. This includes:
 Completion of a variety of improvements to and within the Davis Road corridor (between The Clarksburg Branch line Trail east to Village Parkway) (7.5.2).
 The completion of new traffic control features at the Davis Road/Stonegate Drive intersection (e.g., roundabout, signalized intersection (7.5.3).
 Installation of a sewer stub at Linden Acres (7.5.4).  Installation of radar feedback-enabled speed limit signs (7.5.5).  Small cell-ready streetlight infrastructure (7.5.6).
 Installation of bi-level motion-sensing lighting on trails and greenbelts (7.5.7).  Design and construction of a community park (7.5.8)
 Solar covered parking at the community park (7.5.9).
 Timing for construction of improvements is generally tied to unit production (7.5.1).  In some cases, Developer will receive fee credits for construction of improvements.

Section 10, Affordable Housing Obligations
This section explains the Applicant’s commitment to addressing the City’s requirements for provision of affordable housing. This includes:
 Developing between 100 and 120 multi-family rental units in Phase 1 of the project and between 30 and 50 affordable for-sale single-family units to be constructed contemporaneously with market rate for-sale units throughout all three phases of the project.

Section 12, Financing
This section commits the Applicant to providing sources of funding for completion of infrastructure improvements and operations and maintenance of infrastructure improvements, as well as funding for public services. These obligations could be satisfied in whole or in part through the formation of one or more funding mechanisms, including the formation of a Community Facilities District (CFD) pursuant to the Mello-Roos Community Facilities Act of 1982.

Section 18, Landowner’s Obligation to Maintain Unimproved Land This section notes that the Developer and WUSD entered into a Property Exchange Agreement (The City was not part of the agreement). Beyond that, the DA does not otherwise address schools. The Developer will pay school impact fees as required by SB50.

General Plan and Southport Framework Plan Amendments
After West Sacramento was incorporated in 1987, the City adopted its first General Plan in 1990. As required by State Law, the 1990 General Plan identified broadly-defined land use designations for the entire city, as well as the general locations for arterial roadways, parks, and pedestrian corridors. Under the 1990 General Plan, 365
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the primary land use designations for the Southport area were Planned Residential (PR) and Agricultural (AG).

Development within the PR designation was intended to occur through adopted master development plans encompassing a minimum of 200 acres. The City subsequently received several applications requesting land development entitlements within Southport. The City soon realized that a more focused planning effort in Southport would ensure a cohesive, integrated, and well-planned Southport community. The result of that effort was the Southport Framework Plan, which was adopted in 1995.

The Framework Plan refined the General Plan by establishing an overall vision and creating more detailed policy guidance for Southport. This included dividing Southport into four distinct quadrants, or villages (Northwest Village, Northeast Village, Southeast Village, and Southwest Village), each intended to have its own character, lifestyle, and predominant architectural theme. For each village, the City adopted a land use map showing conceptual alignments for major roadways and more detailed specification of permitted uses (using the land use designations from the 1990 General Plan). In 2006, the City Council approved Resolution 06-63, which established advisory review procedures for approving major Southport development projects (i.e., projects proposing more than 300 residential units). The resolution outlined several criteria for evaluating projects, including consistency with the General Plan and Framework Plan and minimization of conflicts with existing uses. It also included several criteria reflecting statutory requirements for specific plans (e.g., infrastructure planning and funding, development phasing). When the City adopted the updated General Plan in 2016, it essentially replicated the land use designations shown in the Framework Plan for as-yetundeveloped areas of Southport and included as policy many of the principles of the Framework Plan and Resolution 06-63. In doing so, much of the land use regulatory intent of the Framework Plan and Resolution 06-63 shifted to the citywide General Plan. As it relates to the design of the Liberty Specific Plan, these principles are most evident in the manner in which the Land Use Plan addresses adjacency to existing neighborhoods. In these areas, the Land Use Plan shows land use designations with similar densities and similar lot configurations.

State Planning Law requires that specific plans be consistent with the local general plan and other adopted plans for the area covered by the specific plan. The LSP has been prepared to be consistent with the goals, policies, and programs of the West Sacramento General Plan and the Southport Framework Plan. Thus, no changes to the text of either the General Plan or the Southport Framework Plan will be required. The proposed location and configuration of uses depicted in the LSP Land Use Plan, however, differ from those shown on the General Plan Land Use Diagram and the Southport Framework Plan Land Use Map. To establish consistency, amendments to the General Plan Land Use Diagram and Southport Framework Plan Land Use Map are required. As depicted in Exhibit 1-6 from the Specific Plan, these amendments will replicate the configuration and land use types from the LSP Land Use Plan (Exhibit 5-3), using the land use designations from the existing plans that most closely align with the LSP land use types.

Rezoning
State Planning Law requires that local zoning be consistent with specific plans. Because the development and design standards included in the LSP will replace the City’s Zoning Code provisions for the area covered by the Specific Plan, establishing consistency will involve two changes. First, Section 17.15.030.C of the City’s Zoning Code is reserved for the LSP; it will be updated to read, “See the Liberty Specific Plan on file with the City of West Sacramento.” Second, the classifications shown on the City’s Zoning Map will be replaced with white (no classification) with a notation to “Refer to the Liberty Specific Plan as the regulatory document.”

REQUIRED FINDINGS AND ANALYSIS

DEVELOPMENT AGREEMENT FINDINGS
A) That the proposed Development Agreement will not adversely affect the orderly development of or preservation of property values;
Analysis: The proposed Development Agreement aligns with the policies of the General Plan, and provides for the timing, responsibility, and scope of both public and private improvements. In addition, the provision of additional housing units, including those as affordable units, is consistent with the goals and objectives of the Housing Element of the General Plan. Transportation improvements, including those associated with Village Parkway, Davis Road, and Linden Road, will improve connectivity and ensure safe mobility alternatives for those living in the Southport area.

Finding A appears to be met by this request.

B) That the proposed Development Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5;
Analysis: California Government Code Sections 65864 through 65869.5 contain the State code regulating development agreements. The proposed development agreement, to ensure consistency with the proposed 366
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land use designation and zoning and to memorialize the financial obligations of the developer and the City, is being conducted in accordance with the Government Code.

Finding B appears to be met by this request.

General Plan Consistency
Development Agreement amendments are consistent with Land Use (LU) Goal LU-3.11 in the City of West Sacramento’s General Plan 2035, Southport Development, which is guided by the following principles:
 Concentrate community commercial, high-density residential and public facilities uses in nodes along major and minor arterials.
 The Liberty Specific Plan strategically positions residential units along key transportation corridors, such as the provision of the affordable housing site along Village Parkway, Traffic control measure with roundabouts on Village Parkway and Davis Road to assist with traffic safety and flow. This enhances accessibility and supports the efficient use of infrastructure. The project’s focus on a mix of uses ensures that public facilities are easily accessible to residents, promoting a vibrant and integrated community hub with project layout and design.
 Emphasize a mixture of residential types and densities, while concentrating on homeownership as a general goal. The project includes multifamily affordable housing and market rate housing as well.  The project includes a diverse range of residential options, from a range in densities of Estate/singlefamily homes to medium-density multi-family developments. This variety caters to different demographics, including families, young professionals, and seniors. However, most products are ownership of single-family residential units. By promoting homeownership, the Liberty Specific Plan aims to foster a sense of stability and investment in the community. The mixture of housing types also helps in creating an inclusive community that accommodates a wide range of income levels and lifestyles.
 Ensure that ample buffers are established between incompatible land uses. The project generally is less dense on the outer edges and intensifying in the interior. The project design also addresses the components of Resolution 06-63.
 The project design includes thoughtful planning of buffer zones to mitigate potential conflicts between different land uses, such as the buffers planned along the Davis Road that would provide a greater distance between the low-density properties in the Liberty Specific Plan area from the rural residential areas to the south of the project. In addition, residential neighborhoods enjoy green spaces and landscaped buffers, ensuring that the quality of life for residents is not compromised by noise or traffic from transportation corridors. These buffers also contribute to the aesthetic appeal of the community and provide recreational opportunities for residents.

Strategic Plan Integration
The recommended action supports the City Council’s 2022 Strategic Plan Policy Agenda Goal related to the “Southport Framework Plan Refinement.” The Southport Framework Plan was developed to provide “…an overall vision and guide for Southport as it develops.” The Liberty Project advances this goal by contributing to increased housing variety, the inclusion of community amenities, opportunities for mixed-use development, and the integration of sustainable planning principles consistent with the master plan.

Additionally, the project aligns with the City’s 2019 Strategic Plan Goal of a “Fiscally Sound City Providing Quality Service.” Staff has evaluated the project and determined that the combination of thoughtful project design, the formation of a Community Facilities District (CFD), and the implementation of a Development Agreement collectively support and advance this fiscal sustainability goal.

Alternatives
The Council’s primary alternatives are summarized below.

1. Conduct the public hearing and accept the Planning Commission recommendations (Resolution 25- 2PC) as outlined in “Recommended Actions” at the beginning of this report.

2. Find that the required findings for taking the recommended actions cannot be made for specific reasons articulated by the City Council and deny approval of the Project.

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

Alternative 1 is Staff’s recommendation. While Staff believes the analysis presented in this report is correct and sufficient, Staff is prepared to effectuate Alternatives 2 or 3 or any of the options presented by Staff at the Council’s direction.
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Coordination and Review
This report was prepared in coordination with multiple City departments and divisions to ensure comprehensive review and input. Contributors included the Planning Division, Development Engineering, and Transportation and Mobility Divisions of the Community Development Department, as well as the Finance Department, Fire Department, Police Department, Public Works Department, Parks and Recreation Department, and the City Attorney’s Office.

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

ATTACHMENTS

1. Location Map

2. Resolution 25-2PC (Planning Commission recommendations for City Council actions)

3. Draft Liberty Specific Plan (Link to Document)

4. Applicant-Proposed Revisions to LSP

5. Ordinance 25-2 (City Council adoption of Liberty Specific Plan)

6. Ordinance 25-3 (City Council amendment of Zoning Code, Zoning Map and Southport Framework Plan)

7. Resolution 25-18 (City Council amendment of General Plan 2035)

8. Draft Development Agreement

9. Ordinance 25-4 (City Council approval of the Development Agreement)

10. Notice of Determination (NOD)
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Attachment 2
Detailed Location Map
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Section 9. Development Standards Development Types and Standards City of West Sacramento 9-5 Liberty Specific Plan
April 2025
EEEXHIBIT 9-2: DEVELOPMENT STANDARDS MATRIX
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Section 9. Development Standards Development Types and Standards City of West Sacramento 9-7 Liberty Specific Plan
April 2025
EXHIBIT 9-3: DEVELOPMENT STANDARDS MATRIX (CONTINUED)
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Section 10. Landscape Design Standards Community Design Standards City of West Sacramento 10-19 Liberty Specific Plan
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 Street trees must be selected from the community tree palette and for their scale appropriateness upon residential lot size and location.
 Corner lots shall have two primary street trees (one tree per street frontage), not to interfere with shading of solar PV panel locations.
 Corner lots are required to have a minimum of one accent tree on the front door side of the corner lot.
 Irrigation – All landscape shall be irrigated by an automatic water efficient/ water conserving system.

B. Estate Lot Landscaping
The landscape architecture within Estate Lots presents a unique opportunity to reinforce the character of Liberty. Enhanced Estate Lot landscaping shall be designed in concert with the architectural character of each home and the uses within the residential lot (e.g., pool, pool house, patios, accessory dwelling unit, putting green, small fruit and/or nut orchard, small vineyard). Just as with other single-family residential lots, it is strongly encouraged that, where space permits, oak trees be incorporated into the landscape in support of a rural farmhouse interpretative and contemporary cottage character. Within Estate Lots located adjacent to Davis Road, a minimum of two (2) 24” box Valley Oak trees shall be planted along the southern property line adjacent to Davis Road. Within Estate Lots located east of the Clarksburg Branch Line Trail (CBLT) and north of Harvest Drive, a minimum of one (1) 24” box Valley Oak tree shall be planted along the western property line (rear yards). It will be the responsibility of the homeowner to care for the trees and ensure their long-term health.

C. Landscaping for Multi-Family Residential Land Uses
 Recreation areas within multi-family residential areas will contain amenities that add value to the lives of the residents. Such amenities could include pools, walking paths, seating areas, gardens, shade structures, and picnic/BBQing facilities.
 The landscaping within multi-family residential land uses shall reinforce the farmhouse interpretative and contemporary cottage character established for Liberty. The landscape shall be formally organized in composition to be reminiscent of agricultural planting patterns.  Trees shall be planted in massing where space allows to mimic orchards or windrows common to agricultural patterns. Minimum tree size will be 24” box and larger and where building(s) requires softening. There shall be a mix of both evergreen and deciduous trees for seasonal variation and interest.
 Shrubs and groundcovers shall be selected for their ability to provide a framework and layering of evergreen and deciduous species with additional accent species to provide interest at key focal point areas. Sparse planting is prohibited.
 Private sidewalks shall be enhanced with materials or special finishing/score patterns to reinforce the pedestrian scale and character.
 Parking Lots – refer to item (D)(ii) Parking Area Design Standards.  Irrigation – All landscape shall be irrigated by a water efficient/water conserving system.

D. Non-Residential Land Uses
i. The Commons
The formal and high-quality landscape design of The Commons shall reinforce the overarching farmhouse interpretative and contemporary cottage character of Liberty (see Exhibit 10-6, The Commons Concept 374
Section 10. Landscape Design Standards Community Design Standards City of West Sacramento 10-19 Liberty Specific Plan
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 Street trees must be selected from the community tree palette and for their scale appropriateness upon residential lot size and location.
 Corner lots shall have two primary street trees (one tree per street frontage), not to interfere with shading of solar PV panel locations.
 Corner lots are required to have a minimum of one accent tree on the front door side of the corner lot.
 Irrigation – All landscape shall be irrigated by an automatic water efficient/ water conserving system.

Along Davis Road, a Class 1 multi-purpose trail along with plant material for both interest as well as to establish defensible space, shall be provided. These plantings are subject to City approval as they are within the ROW of Davis Road. Where feasible, accent trees shall be provided along the trail yet shall not create canopy conflict with the Valley Oak trees which are to be planted within each adjacent Estate Lot.

10.4.4 WEST EDGE
The west edge is defined by the Clarksburg Branch Line Trail (CBLT), which is a segment of The Great California Delta Trail system. Refer to Exhibit 10-24, Clarksburg Branch Line Trail. The trail is a key and instrumental pedestrian and bike mobility system allowing residents of Liberty to travel north and south to destinations such as the River City High School and Recreation Center, as well as the Southport Town Center, both to the north. Fast-growing trees will be planted in the gap parallel toaligned with the existing trees buffer adjacent towithin the western side of the Clarksburg Branch Line Trail, as shown in Exhibit 10-20, Community Edge Treatment #1. The species, location, and size of the trees will be determined by Liberty during Phase 2 construction, subject to review and approval by the City of West Sacramento.

Landscape treatments along the trail will be designed to City Landscape Design standards and in accordance with City’s Bike Trails Master Plan.

10.5 TRAIL DESIGN STANDARDS
An extensive trail system within Liberty promotes an alternative, comfortable, attractive, and “low stress” mode of transportation for residents. Where shown and as designed, trails shall connect neighborhoods within Liberty and join the Clarksburg Branch Line Trail. Along the trails within Liberty, benches shall be located at “rest stops” where riders/walkers and users alike can rest and socialize. A key attribute of the trails is that they offer students a safe and aesthetic route to and from school with minimal road crossings.

The trails will also allow residents convenient connections to Liberty’s Commons, as well as parks found throughout Liberty. Refer to Exhibit 6-11, Pedestrian Mobility, for more detailed information. All trails and the associated landscape environment shall be designed to CPTED principles as discussed in Section 12. At no time shall a trail be designed or maintained in a manner that does not support CPTED.

10.5.1 SIDEWALKS AND BIKE TRAILS
Concrete sidewalks and Class I bicycle paths will be included in the street system within the public right-ofway, as shown on previous Exhibit 6-12, Low-Stress Bikeways. Sidewalks shall be a minimum of 5 feet wide and bike pathways should be range from 5 to 12 feet wide depending on the road classification. A Class IV bike bath will be added along Village Parkway, adjacent to the Liberty frontage (Refer to Section 6 – Mobility.)

10.5.2 LIBERTY LOOP AND GREENBELTS
A 1.7-mile, tree-lined Class 1 greenbelt/trail will follow the outside edge of Liberty Loop (north and south) and will unify the community while providing safe pedestrian routes to local destinations. This loop will also serve as an opportunity for residents to exercise and recreate. The Class 1 multi-purpose trail provided along Liberty Loop will connect to Heirloom Drive and provide access to the Clarksburg Branch Line Trail, Stonegate Drive, and Davis Road. A Class 1 multi-purpose trail will also be provided along Village Parkway, providing access north and south along the eastern edge of the community. 376
Section 10. Landscape Design Standards Community Design Standards City of West Sacramento 10-44 Liberty Specific Plan
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property line. It will be the homeowner’s responsibility (with HOA oversight) to care for the Valley Oak trees to ensure that the trees remain in a healthy and thriving condition.

10.4.4 WEST EDGE
The west edge is defined by the Clarksburg Branch Line Trail (CBLT), which is a segment of The Great California Delta Trail system. Refer to Exhibit 10-24, Clarksburg Branch Line Trail. The trail is a key and instrumental pedestrian and bike mobility system allowing residents of Liberty to travel north and south to destinations such as the River City High School and Recreation Center, as well as the Southport Town Center, both to the north. Fast-growing trees will be planted in the gap aligned with the existing trees within the western side of the Clarksburg Branch Line Trail, as shown in Exhibit 10-20, Community Edge Treatment #1. The species, location, and size of the trees will be determined by Liberty during Phase 2 construction, subject to review and approval by the City of West Sacramento.

10.5.2 LIBERTY LOOP AND GREENBELTS
A 1.7-mile, tree-lined Class 1 greenbelt/trail will follow the outside edge of Liberty Loop (north and south) and will unify the community while providing safe pedestrian routes to local destinations. This loop will also serve as an opportunity for residents to exercise and recreate. The Class 1 multi-purpose trail provided along Liberty Loop will connect to Heirloom Drive and provide access to the Clarksburg Branch Line Trail, Stonegate Drive, and Davis Road. A Class 1 multi-purpose trail will also be provided along Village Parkway, providing access north and south along the eastern edge of the community. 377
Section 10. Landscape Design Standards Community Design Standards City of West Sacramento 10-45 Liberty Specific Plan
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EXHIBIT 10-20: COMMUNITY EDGE TREATMENT #1
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Section 11. Architectural Design Standards LIberty Product Designs City of West Sacramento 11-27 Liberty Specific Plan
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EXHIBIT 11-12: ESTATE LOTS (BASTONE COURT NEIGHBORS)
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ATTACHMENT 5
ORDINANCE 25-2

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO

ADOPTING THE LIBERTY SPECIFIC PLAN
WHEREAS, Sue K. Paik, As Trustee Of The Survivor’s Trust Created Under The Young J. Paik Family Trust, has initiated a proposed Liberty Project (“Project”), which covers APNs 46-050-058, 046- 050-073, 046-050-083, 046-050-084, 046-100-003, 046-100-006, 046-100-015, 046-100-016, 046-100- 019, and 046-100-022 and includes amending the City of West Sacramento General Plan Land Use Diagram from the current general plan designations to designations reflecting those in the Liberty Specific Plan Land Use Plan; adopting the Liberty Specific Plan; amending the West Sacramento Zoning Code to replace the current Zoning Map designations and Zoning Code text with notations referring to the land use and development standards defined in the Liberty Specific Plan; amending the Southport Framework Plan Land Use Map to reflect the Liberty Specific Plan Land Use Plan; approving a Development Agreement; and approving a Vesting Tentative Subdivision Map; and WHEREAS, on January 30, 2025, the City of West Sacramento Planning Commission conducted a duly public hearing and adopted Resolution 25-2PC, recommending among other things, that the City Council approve the Liberty Specific Plan; WHEREAS, on April 30, 2025, the City of West Sacramento City Council conducted a duly noticed public hearing on the Liberty Specific Plan, and has duly considered all information presented to it including the staff reports, Planning Commission recommendation, and public testimony; WHEREAS, the City of West Sacramento Planning Commission, by Resolution 25-1PC, has reviewed and certified the FEIR (SCH#2016052012), adopted the Findings of Fact/Statement of Overriding Considerations, and approved the Mitigation Monitoring and Reporting Program for the Project in accordance with CEQA.

The City Council of the City of West Sacramento does ordain as follows:

Section 1. Purpose and Authority. The purpose of this Ordinance is to adopt the Liberty Specific Plan.

Section 2. Enactment. The Liberty Specific Plan, which is on file with the City Clerk and is incorporated herein by this reference, is hereby enacted.

Section 3. Severability. If any provision or section of this Ordinance is determined to be unenforceable, invalid or unlawful, such determination shall not affect the enforceability of the remaining provisions of the Ordinance.

Section 4. Effective Date and Publication. This Ordinance shall take effect thirty (30) days after its adoption, and pursuant to Resolution 99-46, shall be published in summary format prior to adoption and a summary shall be published within fifteen (15) days after adoption in a paper of general circulation published and circulated within the City of West Sacramento. 380
ATTACHMENT 5
PASSED AND ADOPTED by the City Council of the City of West Sacramento on this ___ day of _______ by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________
Martha Guerrero, Mayor
ATTEST: APPROVED AS TO FORM:
________________________ ___________________________
Jennifer Cusmir, City Clerk Jeffery Mitchell, City Attorney 381
ATTACHMENT 6
ORDINANCE 25-3

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO AMENDING THE

WEST SACRAMENTO ZONING MAP AND ZONING CODE AND THE SOUTHPORT FRAMEWORK

PLAN IN THE NORTHEAST VILLAGE OF SOUTHPORT
WHEREAS, Sue K. Paik, As Trustee Of The Survivor’s Trust Created Under The Young J. Paik Family Trust, has initiated a proposed Liberty Project (“Project”), which covers APNs 46-050-058, 046- 050-073, 046-050-083, 046-050-084, 046-100-003, 046-100-006, 046-100-015, 046-100-016, 046-100- 019, and 046-100-022 and includes amending the City of West Sacramento General Plan Land Use Diagram from the current general plan designations to designations reflecting those in the Liberty Specific Plan Land Use Plan; adopting the Liberty Specific Plan; amending the West Sacramento Zoning Code to replace the current Zoning Map designations and Zoning Code text with notations referring to the land use and development standards defined in the Liberty Specific Plan; amending the Southport Framework Plan Land Use Map to reflect the Liberty Specific Plan Land Use Plan; approving a Development Agreement; and approving a Vesting Tentative Subdivision Map; and
WHEREAS, on January 30, 2025, the City of West Sacramento Planning Commission conducted a public hearing and adopted Resolution 25-2PC, recommending among other things, the City Council approve the Amendment to the Zoning Map, Zoning Code, and Southport Framework Plan; and WHEREAS, on April 30, 2025, the City of West Sacramento City Council conducted a duly noticed public hearing on the Liberty Specific Plan, and has duly considered all information presented to it including the staff reports, Planning Commission recommendation, and public testimony; and WHEREAS, The City of West Sacramento Planning Commission, by Resolution 25-1PC, has reviewed and certified the FEIR (SCH#2016052012), adopted the Findings of Fact/Statement of Overriding Considerations, and approved the Mitigation Monitoring and Program for the Project in accordance with CEQA.

The City Council of the City of West Sacramento does ordain as follows:

Section 1. Purpose and Authority. The purpose of this Ordinance is to amend the West Sacramento Zoning Map by replacing the current underlying zoning for the Project parcels with a notation deferring to the land use and development standards defined in the Liberty Specific Plan; amend Section 17.15.030.C of the City’s Zoning Code to read, “See the Liberty Specific Plan on file with the City of West Sacramento;” and amend the Southport Framework Plan Land Use Map to reflect the Liberty Specific Plan Land Use Plan. These amendments are authorized pursuant to California Government Code Sections 65853 through 65857 and the Municipal Code of the City of West Sacramento.

Section 2. Enactment. The amendments to the West Sacramento Zoning Map and Zoning Code text and the Southport Framework Plan, which are on file with the City Clerk and are incorporated herein by this reference, are hereby enacted.

PASSED AND ADOPTED by the City Council of the City of West Sacramento on this ____ day of _____, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
382
ATTACHMENT 6
________________________________
Martha Guerrero, Mayor
ATTEST: APPROVED AS TO FORM:
_________________________ _________________________
Jennifer Cusmir, City Clerk Jeffery Mitchell, City Attorney 383
ATTACHMENT 7
RESOLUTION 25-18

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF WEST SACRAMENTO ADOPTING AN AMENDMENT TO THE

GENERAL PLAN LAND USE DIAGRAM
WHEREAS, Sue K. Paik, As Trustee Of The Survivor’s Trust Created Under The Young J. Paik Family Trust, has initiated a proposed Liberty Project (“Project”), which covers APNs 46-050-058, 046-050-073, 046-050-083, 046-050-084, 046-100-003, 046- 100-006, 046-100-015, 046-100-016, 046-100-019, and 046-100-022 and includes amending the City of West Sacramento General Plan Land Use Diagram from the current general plan designations to designations reflecting those in the Liberty Specific Plan Land Use Plan; adopting the Liberty Specific Plan; amending the West Sacramento Zoning Code to replace the current Zoning Map designations and Zoning Code text with notations referring to the land use and development standards defined in the Liberty Specific Plan; amending the Southport Framework Plan Land Use Map to reflect the Liberty Specific Plan Land Use Plan; approving a Development Agreement; and approving a Vesting Tentative Subdivision Map; and
WHEREAS, the City of West Sacramento desires to amend the General Plan Land Use Diagram to be consistent with the Liberty Specific Plan Land Use Plan creating an implementation program to state law; and
WHEREAS, on January 30, 2025, the City of West Sacramento Planning Commission conducted a duly noticed public hearing and adopted Resolution 25-2PC, recommending approval of the proposed General Plan Land Use Diagram amendment; and
WHEREAS, on April 30, 2025, the City of West Sacramento City Council conducted a duly noticed public hearing on the proposed General Plan Land Use Diagram amendment and has duly considered all information presented; and WHEREAS, the City of West Sacramento Planning Commission, by Resolution 25-1PC, has reviewed and certified the FEIR (SCH#2016052012), adopted the Findings of Fact/Statement of Overriding Considerations, and adopted the Mitigation Monitoring and Reporting Program for the Project in accordance with CEQA; and WHEREAS, the City Council has found that the proposed amendment of the General Plan Land Use Diagram is consistent with the goals, policies, and implementation programs of the City of West Sacramento General Plan; and WHEREAS, the City Council has found that the proposed amendment furthers the public health, safety and general welfare of the City, and NOW, THEREFORE, BE IT RESOLVED that the City Council takes the following actions:

1. Adopts the proposed amendment to the City’s General Plan Land Use Diagram.

PASSED AND ADOPTED by the City Council of the City of West Sacramento on this ____ day of _____, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
384
ATTACHMENT 7
________________________________
Martha Guerrero, Mayor
ATTEST: APPROVED AS TO FORM:
________________________ ___________________________
Jennifer Cusmir, City Clerk Jeffery Mitchell, City Attorney 385
Liberty Development Agreement
April 23, 2025 Draft
386
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LIBERTY DEVELOPMENT AGREEMENT

BETWEEN THE

CITY OF WEST SACRAMENTO
AND
Sue K. Paik, as trustee of the Survivor’s Trust created under the Young J. Paik Family Trust
387

TABLE OF CONTENTS
Page
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AUTHORIZATION.......................................................................................................... 1 PUBLIC HEARING......................................................................................................... 1 ENVIRONMENTAL REVIEW. ........................................................................................ 1 NEED FOR SERVICES AND FACILITIES..................................................................... 1

CONSTRUCTION AND CONTRIBUTION TO COSTS OF FACILITIES AND SERVICES..................................................................................................................... 1 PUBLIC BENEFITS........................................................................................................ 2 LANDOWNER ASSURANCES. ..................................................................................... 2

CONSISTENCY WITH GENERAL PLAN, SOUTHPORT FRAMEWORK PLAN, AND LIBERTY SPECIFIC PLAN.................................................................................... 2 DEFINITIONS ................................................................................................................ 3

1. INCORPORATION OF RECITALS...................................................................... 7

2. RELATIONSHIP OF CITY AND LANDOWNER .................................................. 7

3. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS................ 7

3.1 Title to Property ........................................................................................ 7

3.2 Authority.................................................................................................... 7

3.3 Brokers ..................................................................................................... 7

3.4 Procedures and Requirements ................................................................. 7

4. EFFECTIVE DATE, TERM, AND TERMINATION............................................... 7

4.1 Effective Date. .......................................................................................... 7

4.2 Term. ........................................................................................................ 8

4.3 Extension.................................................................................................. 8

4.4 Expiration.................................................................................................. 8

4.5 Automatic Termination upon Completion and Sale of Individual Lots ....... 8

4.6 Termination by Mutual Consent ................................................................ 8

4.7 Effect of Termination................................................................................. 8

5. PROJECT APPROVALS AND VESTED RIGHTS............................................... 9

5.1 Project Approvals...................................................................................... 9

5.2 Reserved Powers Relating to Project Entitlements and Approvals........... 9

5.3 Meet and Confer..................................................................................... 10

5.4 Further Reviews...................................................................................... 10

5.5 Referendum............................................................................................ 11

6. SUBDIVISION MAPS. ....................................................................................... 11

6.1 Term of Tentative Subdivision Maps....................................................... 11

6.2 Vesting Tentative Maps.. ........................................................................ 11

7. APPLICABLE RULES, REGULATIONS, FEES AND OFFICIAL POLICIES...... 11

7.1 Rules Regarding Design and Construction............................................. 11

7.2 Building Codes Applicable ...................................................................... 11 388
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7.3 Fees, Dedications, Assessments, and Taxes ......................................... 12

7.4 Funding Commitments............................................................................ 13

7.5 Infrastructure Improvements. .................................................................. 20

8. IMPROVEMENT SECURITY............................................................................. 24

8.1 Payment and Performance Bonds. ......................................................... 24

8.2 Guarantee and Warranty Security .......................................................... 25

8.3 Release of Security................................................................................. 25

9. PERMITTED USES........................................................................................... 26

10. AFFORDABLE HOUSING OBLIGATIONS........................................................ 26

10.1 Liberty Affordable Housing...................................................................... 26

11. COMPREHENSIVE PLANS. ............................................................................. 28

11.1 Land Use Plan ........................................................................................ 28

11.2 Mobility Plan ........................................................................................... 28

11.3 Utility Plan............................................................................................... 28

11.4 Development Financing .......................................................................... 28

11.5 Infrastructure Phasing............................................................................. 28

11.6 Development Standards. ........................................................................ 28

11.7 Landscape Design Guidelines ................................................................ 28

11.8 Architectural Design Guidelines.............................................................. 28

11.9 Community Safety Design Guidelines. ................................................... 28

12. FINANCING....................................................................................................... 29

12.1 Funding for Infrastructure Improvements................................................ 29

12.2 Funding for Maintenance and Public Services........................................ 29

12.3 Obligation to Fund Cost of CFD Formation............................................. 30

13. HOMEOWNERS ASSOCIATION ...................................................................... 30

14. AMENDMENT OR CANCELLATION.30

14.1 Amendment by Mutual Consent.............................................................. 30

14.2 Insubstantial Amendments...................................................................... 30

14.3 Amendment of Project Approvals ........................................................... 31

15. RIGHTS AND DUTIES OF MORTGAGE LENDERS IN POSSESSION OF PROPERTY....................................................................................................... 31

16. ANNUAL REVIEW OF AGREEMENT ............................................................... 31

16.1 Review Date. .......................................................................................... 31

16.2 Procedures. ............................................................................................ 31

16.3 Fee for Annual Review............................................................................ 32

17. DEFAULT. ......................................................................................................... 32

17.1 Default .................................................................................................... 32

17.2 Notice...................................................................................................... 32

17.3 Cure........................................................................................................ 32

17.4 Remedies................................................................................................ 32 389
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17.5 Additional Procedures and Remedies..................................................... 32

17.6 Building Permits...................................................................................... 32

17.7 Waiver of Damages. ............................................................................... 33

17.8 Rescission .............................................................................................. 33

18. LANDOWNER’S OBLIGATION TO MAINTAIN UNIMPROVED LAND ............. 33

18.1 General Obligation.................................................................................. 33

18.2 WUSD Parcel.......................................................................................... 33

19. INDEMNIFICATION, DEFENSE AND HOLD HARMLESS................................ 34

20. INSURANCE. .................................................................................................... 34

20.1 Public Liability and Property Damage Insurance .................................... 34

20.2 Workers’ Compensation Insurance......................................................... 34

21. BINDING EFFECT ON SUCCESSORS. ........................................................... 35

21.1 Assignment............................................................................................. 35

21.2 Subsequent Assignments ....................................................................... 35

21.3 Runs with the Land ................................................................................. 36

22. FURTHER ASSURANCES, CONSENT, COOPERATION AND
IMPLEMENTATION........................................................................................... 36

22.1 Further Executions.................................................................................. 36

22.2 Subsequent Approvals ............................................................................ 36

23. MISCELLANEOUS............................................................................................ 37

23.1 Prevailing Wages.................................................................................... 37

23.2 Estoppel Certificate................................................................................. 37

23.3 Recordation ............................................................................................ 37

23.4 Notices.................................................................................................... 38

23.5 References to Municipal Code................................................................ 38

23.6 Third Party Beneficiaries......................................................................... 38

23.7 Force Majeure......................................................................................... 38

23.8 Bankruptcy.............................................................................................. 39

23.9 Attorney’s Fees and Costs in Legal Actions by Parties to the Agreement .............................................................................................. 39

23.10 Attorney’s Fees and Costs in Legal Actions by Third Parties to the Agreement. ............................................................................................. 39

23.11 Liability of City Officials........................................................................... 39

23.12 Delegation............................................................................................... 39

23.13 Severability. ............................................................................................ 39

23.14 Integration............................................................................................... 39

23.15 Counterparts ........................................................................................... 39

23.16 Interpretation........................................................................................... 39

23.17 Inconsistency .......................................................................................... 39

23.18 Incorporation........................................................................................... 40

23.19 Compliance with Laws ............................................................................ 40

23.20 Applicable Law and Venue. .................................................................... 40 390
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23.21 Time of the Essence ............................................................................... 40 391
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LIBERTY DEVELOPMENT AGREEMENT
This Liberty Development Agreement (“Agreement”) is entered between the City of West Sacramento, a municipal corporation (“City”) and Sue K. Paik, as trustee of the Survivor’s Trust created under the Young J. Paik Family Trust dated March 26, 1991 (“Landowner”).

City and Landowner are hereinafter collectively referred to as the “Parties” and singularly as “Party.”

RECITALS

1. Authorization.

To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Government Code section 65864 et seq. (the “Development Agreement Statute”), which authorizes the City and any person having a legal or equitable interest in the real property to enter into a development agreement, establishing certain development rights in the Property which is the subject of the development project application.

2. Public Hearing.

The Planning Commission of the City, serving as the City’s planning agency for purposes of development agreement review pursuant to Government Code section 65867, considered this Agreement and recommended approval of this Agreement to the City Council.

3. Environmental Review.

The Planning Commission certified as adequate and complete, the Environmental Impact Report (“EIR”) for the Project in Resolution 25-1PC. Mitigation measures were identified in the EIR. The Planning Commission adopted Mitigation Measures, as reflected in the CEQA findings of fact adopted by the Planning Commission, and in the City’s Mitigation Monitoring and Reporting Program. The Mitigation Measures adopted by the City are incorporated into the Project and into the terms and conditions of this Agreement, as reflected by the CEQA findings of fact adopted by the Planning Commission.

4. Need for Services and Facilities.

Development of the Property will result in a need for municipal services and facilities, some of which services and facilities will be provided by the City to the Project, subject to the performance of Landowner’s obligations hereunder.

5. Construction and Contribution to Costs of Facilities and Services.

Landowner agrees to construct some and contribute to the costs of other public facilities and services as required herein to mitigate impacts on the community of the development 392
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of the Property as set forth herein to assure that Landowner may proceed with and complete development of the Property in accordance with the terms of this Agreement.

City and Landowner recognize and agree that, but for Landowner’s contributions to mitigate the impacts arising as a result of development entitlements granted pursuant to this Agreement, City would not and could not approve the development of the Property as provided by this Agreement and that, but for City’s covenant to provide certain facilities and services for development of the Property, Landowner would not and could not commit to provide the mitigation as provided by this Agreement. City’s vesting of the right to develop the Property, as provided herein, is in reliance upon and in consideration of Landowner’s agreement to make contributions towards the cost of public improvements as herein provided to mitigate the impacts of development of the Property as development occurs and as consistent with this Agreement.

6. Public Benefits.

Development of the Project will result in significant public benefits, as more fully described hereinafter, including, without limitation:

6.1 Implementation of the development goals set forth in the General Plan and Southport Framework Plan;

6.2 The provision of additional recreational opportunities and the enhancement of the appearance of the Southport area;

6.3 The provision of services within walking distance to the development, as well as opportunities for employment;

6.4 The provision of a mixed-use development that is a logical extension of adjacent uses;

6.5 The furtherance of the goals and objectives of the City’s affordable housing plan.

7. Landowner Assurances.

In exchange for the benefits to the City in the preceding Recitals, together with the other public benefits that will result from the development of the Property, Landowner will receive by this Agreement assurance that it may proceed with the Project in accordance with the Project Approvals, and therefore, desires to enter into this Agreement.

8. Consistency with General Plan, Southport Framework Plan, and Liberty Specific Plan.

Having duly examined and considered this Agreement and having held properly noticed public hearings hereon, in City Ordinance No. 25-4, the City found that this Agreement satisfies the Government Code section 65867.5 requirement of general plan consistency.

The City has also found that this Agreement is consistent with the Southport Framework Plan, a planned development overlay, as well as the Liberty Specific Plan. 393
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NOW, THEREFORE, in consideration of the above Recitals and mutual promises, conditions and covenants of the Parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

DEFINITIONS
In this Agreement, unless the context otherwise requires, terms have the following meaning. Capitalized terms within the Exhibits not defined below have the meaning set out in the Exhibits.

1. “Adopting Ordinance” means Ordinance No. 25-4, adopted by the City Council on ___________, 2025, which approves this Development Agreement as required by the Development Agreement Law.

2. “Agreement” means this Development Agreement, inclusive of all Exhibits attached hereto.

3. “CBLT” means the Clarksburg Branch Line Trail, a recreational trail running approximately north/south through the Southport area of the City.

4. “CEQA” means the California Environmental Quality Act, as set forth at California Public Resources Code, Division 13, commencing at Section 21000 and the CEQA Guidelines as set forth in Title 14 of the California Code of Regulations commencing at Section 15000.

5. “CFD” means a Community Facilities District formed pursuant to the Mello-Roos Community Facilities Act of 1982 (Government Code § 53311 et seq.) formed for the purpose of funding public facilities and/or public services.

6. “City” means the City of West Sacramento, including its agents, officers, employees, representatives and elected and appointed officials.

7. “City Manager” means the City Manager of the City of West Sacramento, or his or her designee.

8. “Collective Standards” means: (i) the provisions of this Development Agreement; (ii) the Project Approvals; (iii) land use entitlements and approvals 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 the Reserved Powers described in Section 5.2.

9. “Development Agreement Law” means Government Code section 65864 et seq. and the procedures and requirements for the consideration of development agreements contained in City Resolution No. 88-111, as amended by City Council Resolution No. 96-62. In the event of a conflict, the requirements of Government Code section 65864 et seq. shall control.
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10. “Effective Date” means that day on which the Adopting Ordinance shall be effective. The Adopting Ordinance shall be effective thirty (30) days after its adoption by the City Council, unless the Adopting Ordinance becomes subject to a qualified referendum, in which case, the Effective Date shall be the day after the referendum election if the Adopting Ordinance is approved by a majority of the voters. Litigation filed to challenge the Adopting Ordinance or this Agreement shall not affect the Effective Date, absent a court order or judgment overturning or setting aside the Adopting Ordinance, or staying the Effective Date, or remanding the Adopting Ordinance to the City. Notwithstanding the foregoing, this Agreement shall not become effective until fully executed.

11. “EIR” means the Draft and Final Environmental Impact Report for the “Liberty Specific Plan,” including the Mitigation Measures and Mitigation Monitoring and Reporting Program (State Clearinghouse No. 2016052012) adopted by Resolution 25-1PC.

12. “Existing Land Use Regulations” means the ordinances, resolutions and regulations applicable to the Project, to the extent they govern the permitted uses of land, and the density and intensity of land use, as set forth in the following plans and ordinances as they exist on the Effective Date or as amended thereafter:

West Sacramento General Plan
Southport Framework Plan
West Sacramento Zoning Code

13. “Fee” means all charges, expenses, costs, monetary exactions, impact fees, and any other monetary obligations imposed on Landowner by the City, other than assessments or regular or special taxes or funding commitments, and shall not be limited to fees paid pursuant to this Agreement.

14. “Funding Commitment” means payments by the Landowner to the City that are not fees, assessments, or regular or special taxes.

15. “General Plan” means the General Plan of the City including the text and maps, as approved by the City Council on November 16, 2016, plus any other General Plan amendments approved by the City on or before the Effective Date.

16. “Improvement” means any on-site or off-site conveyance, grant or dedication of property or property rights, non-monetary exaction, construction and/or installation of a work of public improvement, street, facility, utility, park or recreational amenity which is to be transferred to the City, or any other contribution of property (other than fees), imposed on Landowner by the City.

17. “Infrastructure” means the basic facilities, services, and installations needed for the functioning of the Improvements and parks.

18. “Landowner” means the Paik Family Trust, together with all successors in interest approved by the City pursuant to this Agreement. The singular form of this term 395
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may simultaneously refer to multiple successors in interest to the Paik Family Trust where multiple such successors in interest simultaneously own portions of the Property.

19. “Law” means the case law, ordinances, statutes, rules, regulations, or any order, decree or directive of any court or any local, regional, state or federal government agency, unless the context suggests a different meaning

20. “Liberty Specific Plan” means the specific plan for the Liberty community adopted on [date] by Ordinance No. 25-2.

21. “Mitigation Measures” means the mitigation measures called for in the EIR as modified or adopted by the Planning Commission on January 30, 2025 by Resolution No. 25-1PC.

22. “Mitigation Monitoring and Reporting Program” means the plan for implementation of the Mitigation Measures, identified in the EIR, and adopted by the Planning Commission on January 30, 2025 by Resolution No. 25-1PC.

23. “Model Dwelling Unit” means a display single or multi-family residential housing unit used for marketing purposes that is built within the Project.

24. "Multi-Family Affordable Housing Development” means the multi-family affordable rental housing component of the Project, described more fully in Section 10 of this Agreement.

25. “Non-Project Specific” means rules, regulations, or laws adopted by the City that, while not applicable City-wide, apply uniformly to all properties that are similarly situated, whether by geographic location or other distinguishing circumstances.

26. “Planning Commission” means the City of West Sacramento Planning Commission.

27. “Production Dwelling Unit” means a single-family residential housing unit built within the Project that is not a Model Dwelling Unit, or a residential housing unit that is part of a multi-family or mixed-use structure.

28. “Project” means the physical development of the Property as described in the project description in the EIR, and as supplemented by the provisions of this Agreement. The Project consists of the development of a three hundred and forty (342) acre mixed use project containing one thousand five hundred and three (1,503) residential units, to be located on the Property.

29. “Project Approvals” means the entitlements that are the subject of this Agreement, consisting of the following land use approvals:

29.1 This Development Agreement, as adopted by the Adopting Ordinance. 396
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29.2 The Liberty General Plan Amendment, as approved by City Resolution No. 25-18.

29.3 Southport Framework Plan Amendment, as approved by City Ordinance No. 25-3.

29.4 Amendments to the Zoning Ordinance and Map (“Rezone”), as approved by City Ordinance No. 25-3.

29.5 The Liberty Specific Plan, as approved by City Ordinance No. 25-2.

30. “Property” means that certain real property consisting of approximately three hundred and forty-two (342) acres in the City of West Sacramento, County of Yolo, bounded on the east by the Sacramento River levee system, on the south by Davis Road, on the west by the Clarksburg Branch Line Trail, and on the north by Linden Road, and as more particularly described and depicted in Exhibit A, attached hereto.

31. “Reserved Powers” means those powers explicitly reserved to the City by this Agreement pursuant to Section 5.2 of this Agreement.

32. “Southport Area” means that area of land located in the southern portion of the City and generally bound by the Deep Water Ship Channel on the north and west, the Sacramento River on the east and current City limits on the south.

33. “Southport Framework Plan” means that certain document adopted by Ordinance 95-8 by the City on May 17, 1995, as amended on August 5, 1998, together with any amendments thereto as approved by the City on or before the Effective Date of this Agreement. The Southport Framework Plan is the development master plan for the Southport area. The Southport Framework Plan is intended to be a refinement of the City’s General Plan and is intended to establish the foundation for a village-oriented, mixed-use development.

34. “Successor” or “Successor in Interest” means any subsequent owner that acquires all or any portion of the Property. This term shall not include private parties that acquire recorded residential lots that have been developed with residential dwellings within the Property. This term shall also mean any assignee under the form of assignment attached hereto as Exhibit B (i.e., any recognized successor in interest under this Agreement), and any subsequent assignee. 397
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TERMS AND CONDITIONS

1. Incorporation of Recitals.

The Recitals and all defined terms set forth above are hereby incorporated into this Agreement as if set forth herein in full.

2. Relationship of City and Landowner.

It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by City and Landowner and that Landowner is not an agent of City. The City and Landowner hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the City and Landowner joint venturers or partners in any way or for any purpose.

3. Representations, Warranties and Acknowledgments.

3.1 Title to Property. Landowner represents and warrants that as of the Effective Date, Landowner holds legal and/or equitable interest in and to the Property, that all persons holding legal or equitable interest in the Property have consented to and shall be bound by the Agreement, and that all documentation Landowner has provided to the City demonstrating Landowner’s interests in the Property are accurate and complete as of the Effective Date.

3.2 Authority. The Parties represent and warrant that the persons signing this Agreement are duly authorized to enter into and execute this Agreement on behalf of their respective principals.

3.3 Brokers. The Parties represent and warrant that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Agreement, and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Agreement. In the event any real estate broker or agent shall come forward and claim the right to a commission or other form of compensation in connection with this Agreement, Landowner shall indemnify, defend and hold harmless the City in accordance with Section 19 of this Agreement.

3.4 Procedures and Requirements. The Parties acknowledge that this Agreement is subject to the procedures for approval, amendment and administration set forth in the Development Agreement Law.

4. Effective Date, Term, and Termination.

4.1 Effective Date. The effective date of this Agreement means the date this Agreement takes effect, as defined above.
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4.2 Term. The term of this Agreement shall commence on the Effective Date and extend for a period of ten (10) years thereafter, unless said term is terminated, modified or extended by circumstances set forth in this Agreement.

4.3 Extension. The term of this Agreement will be automatically extended for an additional five (5) years if Landowner has obtained a Building Permit for the Multi-Family Affordable Housing within the initial Term of this Agreement.

4.4 Expiration. Following the expiration of the term, this Agreement shall be deemed terminated and of no further force and effect.

4.5 Automatic Termination upon Completion and Sale of Individual Lots. Except as provided herein, this Agreement shall automatically be terminated, without any further action by either party or need to execute or record any additional document, with respect to any improved commercial or residential lot within a parcel designated by the Project Approvals for such use, upon issuance by the City of a final certificate of occupancy or its equivalent for a commercial structure or dwelling unit upon such lot and conveyance of such lot by Landowner to a bona-fide, good-faith individual purchaser of a developed commercial or residential lot. In connection with its issuance of a final inspection for any residential lot, the City shall confirm that all Improvements which are required to serve the lot have been dedicated to and accepted by the City, and all applicable fees have been paid by Landowner. Termination of this Agreement as to any such residential lot shall not in any way be construed to terminate or modify any applicable assessment district, or special tax lien with respect to such lot.

Termination of this Agreement as to any such lot shall extend solely to that lot and shall not extend to other parcels or property encompassed by this Agreement.

4.6 Termination by Mutual Consent. This Agreement may be terminated in whole or in part by the mutual written consent of all the Parties. Any fees paid or Improvements dedicated to the City prior to the date of termination shall be retained by the City.

4.7 Effect of Termination. This Agreement was entered into by the Parties for the limited purpose of setting forth certain terms and conditions concerning the proposed development of Project in a manner that is consistent with the Collective Standards. Accordingly, nothing contained herein is intended or shall be construed to grant to Landowner any rights in connection with the future development of the Property, except for those rights set forth in the Collective Standards and in this Agreement.

4.7.1 The Parties recognize and agree that this Agreement imposes certain continuing obligations and responsibilities on the City and Landowner. Termination of this Agreement, whether by default as 399
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provided in Section 17 or by expiration of its own accord, shall not:
(1) affect any pre-existing liability under this Agreement owed by one Party to the other, which remains unsatisfied as of the date of termination; (2) affect those provisions of this Agreement which provide that they shall survive the termination of this Agreement, including, but not limited to Landowner’s obligations to comply with the Liberty Design Guidelines or Mitigation Measures; (3) be construed to terminate or modify any other applicable covenant, condition, servitude or restriction that runs with the land and binds Successors; (4) affect the validity of any structure on the Property or Improvement which is completed as of the date of termination and is in compliance with all necessary permits; or (5) prevent Landowner from completing any structure on the Property or Improvement under construction at the time of termination, provided that any such structure or Improvement is completed in accordance with all necessary permits.

5. Project Approvals and Vested Rights.

5.1 Project Approvals. Upon the Effective Date, Landowner shall acquire a vested right to the Project Approvals. If Landowner applies to the City Council to amend the Project Approvals, and the City Council approves the requested amendments, then Landowner shall acquire a vested right to such amendments to the Project Approvals as of the date of approval of the amendments by the City Council; provided, however, that Landowner shall not, by virtue of this Agreement, acquire a vested right to any amended Project Approval approved after the expiration of the term of this Agreement.

5.2 Reserved Powers Relating to Project 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:

5.2.1 Grant or deny applications for land use entitlements and approvals for the Project and the Property, consistent with this Agreement;

5.2.2 Approve, disapprove or revise subdivision maps, parcel maps or lot line adjustments for the Project and the Property, consistent with this Agreement;

5.2.3 Apply, or adopt and apply, design and construction requirements for specific public improvements to serve the Project on the Property;

5.2.4 Adopt and apply City-wide or Non-Project Specific property transfer and/or excise taxes;

5.2.5 Adopt and apply City-wide or Non-Project Specific utility charges; 400
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5.2.6 Adopt and apply City-wide or Non-Project Specific permit processing fees;

5.2.7 Adopt and apply regulations to protect the City and its citizens from immediate risks to health and safety. The Landowner hereby agrees that any regulation with respect to flood protection adopted in response to Federal or State guidelines, regulations, or directives shall be deemed necessary to protect the public health and safety;

5.2.8 Adopt or increase fees, charges, assessments or special taxes otherwise authorized by and in compliance with State law;

5.2.9 Adopt and apply City-wide or Non-Project Specific 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;

5.2.10 Adopt and apply engineering design standards and construction specifications;

5.2.11 Adopt and apply City-wide or Non-Project Specific building and fire construction standards;

5.2.12 Adopt or undertake enforcement of land use regulation ordinances, policies, programs, or resolutions in order to comply with Federal or State laws, provided that in the event that such Federal or State laws, plans, programs or regulations prevent or preclude compliance with one or more provisions of this Agreement, such provision or provisions shall be modified or suspended solely as may be necessary to comply with such Federal or State laws or regulations;

5.2.13 Adopt land use regulations, ordinances, policies, programs or resolutions.

The foregoing Reserved Powers may be exercised by the City acting through its elected or appointed officials or its employees (subject to any appeal rights set forth in the Municipal Code), or directly by the electors through the initiative process.

5.3 Meet and Confer. If Landowner believes that the City is taking action to impair a vested right conferred by this Agreement, other than as allowed in this Agreement, Landowner shall provide to City written notice, describing the basis for Landowner’s position. The Parties shall meet and confer within thirty (30) days thereafter in an attempt to arrive at a mutually acceptable solution.

5.4 Further Reviews. Landowner acknowledges that the Collective Standards contemplate further reviews of elements of portions of the Project by the 401
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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.

5.5 Referendum. Landowner acknowledges that the Adopting Ordinance, the Southport Framework Plan Amendment, the General Plan Amendment, the Rezone, and the Liberty Specific Plan as legislative land use approvals, are potentially subject to referendum. Notwithstanding anything in this Agreement to the contrary, Landowner shall not acquire a vested right to any legislative land use approval (or to any amendment thereto): (1) while such approval or amendment is still potentially subject to referendum or (2) in the event that such approval or amendment is reversed by referendum.

Furthermore, Landowner agrees to be responsible for all costs associated with a referendum on any approval or amendment, including County charges, City staff time, and attorney fees and costs.

6. Subdivision Maps.

6.1 Term of Tentative Subdivision Maps. In accordance with Government Code section 66452.6(a)(1), the term or “life” of any tentative map for the Project shall be coterminous with the Term of this Agreement.

6.2 Vesting Tentative Maps. Landowner will file a “vesting tentative map” as that term is defined in Government Code section 66242.5 and further described in Government Code section 66498.1. Landowner agrees, however, that any such vesting tentative map filed in connection with the Project will not vest the Landowner in any rights with respect to any fees identified in this Agreement and its Exhibits. Furthermore, this Agreement shall govern the financing and construction of infrastructure for the Project.

7. Applicable Rules, Regulations, Fees and Official Policies.

7.1 Rules Regarding Design and Construction. Unless otherwise expressly provided in this Agreement or the Liberty Specific Plan, all other ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to the Project and to public improvements to be constructed by the Landowner shall be those in force and effect at the time the applicable permit approval is granted.

7.2 Building Codes Applicable. Unless otherwise expressly provided in this Agreement, the Project shall be constructed in accordance with the California Building Standards Codes, Title 24 of the California Code of Regulations, as adopted and amended by the City, as the same shall be in effect as of the time of approval of the permit in question. The Project shall 402
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also be constructed in accordance with the provisions of the California Mechanical, Plumbing, Electrical and Fire Codes and City standard construction specifications in effect at the time of approval of the appropriate building, grading, encroachment or other construction permits for the Project. If no permit is required for a given infrastructure improvement or other improvement, such improvement will be constructed in accordance with said Codes in effect in the City as of the commencement of construction of such improvement.

7.3 Fees, Dedications, Assessments, and Taxes.

7.3.1 Applicability of Fees and Assessments. Landowner agrees to pay all applicable fees, dedications, assessments, and taxes in such amounts as set at the time such fees, dedications, assessments, and taxes become due. Landowner further agrees that Landowner is subject to any fees, dedications, assessments, and taxes adopted or revised after the Effective Date.

7.3.2 Waiver of Fee Establishment Procedures. Notwithstanding anything in this Agreement to the contrary, Landowner hereby waives the procedures and requirements imposed on cities by the Mitigation Fee Act (Government Code sections 66000 et seq.) for establishing, expending, returning, and reporting on all “fees” as that term is defined in the Mitigation Fee Act, as to the fees established as of the Effective Date of this Agreement. This waiver shall not apply to any fees adopted after the Effective Date; thus, as to fees adopted or revised after the Effective Date, Landowner shall retain whatever rights it has under Federal and State law.

7.3.3 Processing Fees and Charges. Landowner shall pay those processing, inspection, and plan check fees and charges required by City under then current regulations for processing applications and requests for permits, approvals and other actions, and monitoring compliance with any permits issued or approvals granted or the performance of any conditions with respect thereto or any performance required of Landowner hereunder.

7.3.4 Mitigation of EIR Impacts. Landowner shall timely satisfy and comply with all Mitigation Measures in accordance with the schedule in the Mitigation Monitoring Program. The Mitigation Measures are conditions of Project approval but are not the exclusive conditions of Project approval. A failure to timely satisfy any Mitigation Measure or other conditions of Project Approval without prior written City approval shall be a default of this Agreement, subject to the default and cure provisions set forth in Section 17.3 of this Agreement. 403
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7.3.5 Other Public Agencies. Nothing in this Agreement is intended to govern the authority of other public agencies to impose fees or otherwise regulate the Landowner’s ownership and use of the Property.

7.3.6 Satisfactory Completion of Work. All improvements and work performed by Landowner in connection with the Project shall be to the satisfaction of the City Manager.

7.3.7 Dedications Free of Liens. All dedications of property from Landowners to the City shall be free and clear of all liens and encumbrances except as allowed in writing by City.

7.3.8 Acquisition of Land for Improvements. Landowner acknowledges that some of the public improvements required for the Project will be constructed on land that is not under the control of the Landowner or the City. Landowner agrees that nothing in Government Code section 66452.5 or any other provision of State law will require the City to waive any conditions set forth in the Project approvals related to construction of the Project, including limitations set forth herein on the timing of construction of residential or commercial structures. If City acquires such land, Landowner shall be responsible for all of City’s costs associated with such acquisition (including legal counsel and appraisal fees).

7.4 Funding Commitments.

7.4.1 As part of the consideration for this Development Agreement, Landowner has made certain Funding Commitments to the City.

Landowner acknowledges that these funding commitments are made separate from, unrelated to, and in addition to any Fees, Dedications, Assessments, and Taxes applicable to the
Development of the Property. Landowner’s Funding Commitments are not eliminated or in any way diminished, in the event that the City secures funding for any project or expenditure that is the subject of a Funding Commitment, in whole or in part, from a third party, or elects to expend City funds for any Funding Commitment prior to Landowner’s payment for such Funding Commitment.

7.4.2 Annual Indexing of Funding Commitments. Funding Commitments described in this Agreement shall be automatically adjusted on January 1 of each year throughout the Term of this Agreement and any extensions hereof. On each such date, each Funding
Commitment shall be adjusted in accordance with the percentage change in the Engineering News-Record (ENR) Construction Cost Index (CCI) (ENR’s 20-city average cost index from prior July is used as the basis of the January 1 adjustment.) The annual adjustment 404
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described in this section shall not apply to the Funding Commitment described in Section 7.4.15, the Funding Commitment described in Section 7.4.16, and the prepayment of traffic impact fees described in Section 7.4.19.

7.4.3 Fee Credits. Landowner shall be entitled to credit against future impact fees for certain Funding Commitments as described under Section 7.4 of this Agreement. The use of fee credits requires the execution of the Fee Credit Assignment Letter, which assign the fee credit to specific assigned parcels within the Project, a sample Fee Credit Assignment Letter is attached as Exhibit D.

7.4.4 No Reimbursement of Unused Fee Credits. To the extent that Landowner does not utilize all fee credits described in Section 7.4 of this Agreement, Landowner shall not be entitled to any
reimbursement from the City for such unused fee credits and shall not be permitted to transfer the fee credits outside of the Project.

7.4.5 Design Discretion. To the extent that any Funding Commitment involves design, the City, in its sole discretion, shall have the option to design these improvements or delegate design to the Landowner.

7.4.6 Special Timing for Funding Commitments Relative to Multi-Family Structures. Where a Funding Commitment becomes due at a Production Dwelling Unit figure that will be reached as part of a multifamily structure, that Funding Commitment is due at the building permit issuance of that multi-family structure. For example, if an Infrastructure Improvement is due at the 500th Production Dwelling Unit but at the 495th Production Dwelling Unit a permit is sought for a 20-unit multi-family structure, that Funding Commitment is due at building permit issuance for that 20-unit structure. This provision shall apply to any Funding Commitment listed under Section 7.4 of this Agreement.

7.4.7 Contribution to Parks Master Plan Update
(a) Funding Commitment. Landowner agrees to pay
$22,569.00 towards the cost of the City’s Parks Master Plan Update.
(b) Timing. The Funding Commitment described in this section shall be paid to the City no later than 180 days after the Effective Date.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.8 Contribution to Storm Drain/Stormwater Master Plan Update. 405
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(a) Funding Commitment. Landowner agrees to pay
$118,684.00 towards the cost of the City’s Storm
Drain/Stormwater Master Plan Update, which represents
Landowner’s proportionate share of the pending impact fee study.
(b) Timing. The Funding Commitment described in this section shall be paid to the City no later than 180 days after the Effective Date.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.9 Fire Apparatus.
(a) Funding Commitment. Landowner agrees to pay the entire cost of a new fire apparatus to be purchased by the City. This funding commitment can be satisfied either by direct payment or through an alternate funding mechanism, such as a CFD.

The estimated cost of the new fire apparatus is approximately $904,000.00.
(b) Timing. The Landowner shall ensure funding for the new fire apparatus is in place at the issuance of the first grading permit for the Project.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.10 Southport Sewer Pump Station Costs.
(a) Funding Commitment. Landowner agrees to pay the entire electrical costs of operating the Southport Sewer Pump
Station that are billed to the City by PG&E until such time as the Parlin Pump Station is upgraded and sewer flows are rerouted to LNWI. (b) Timing. The Funding Commitment described in this section shall be paid to the City each month from the issuance of the first building permit until such time as the Parlin Pump Station is upgraded and sewer flows are re-routed to LNWI.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.
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7.4.11 Encroachment Prevention and Corridor Integrity Fund. (a) Funding Commitment. Landowner agrees to a one-time
$2,000.00 payment plus $1,500.00 at each final map. This Funding Commitment supports any of WSAFCA’s flood
control work that may be near the Project by funding
improvements such as signage, fencing, and waste
management.
(b) Timing. The $2,000.00 payment for the Funding Commitment described in this section shall be paid to the City prior to building permit issuance for the 1st Production Dwelling Unit.

The recurring $1,500.00 payments for the Funding
Commitment described in this section shall be paid prior to the recordation of each final map. Payments made to the City under this Funding Commitment shall be passed on to
WSAFCA within thirty (30) days of receipt by the City.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.12 Clarksburg Branch Line Trail (“CBLT”).
(a) Funding Commitment. Landowner agrees to pay
$130,000.00 towards the City’s design and an additional $1,000,000.00 towards the City’s construction of CBLT
improvements from Cherokee Road to Davis Road. The CBLT improvements will include new trail surface, smart lighting, landscaping, irrigation, hydration stations, and waste
receptacles.
(b) Timing. The $130,000.00 payment towards the design of CBLT improvements shall be paid prior to the recordation of the first final map. The $1,000,000.00 payment towards the construction of CBLT improvements shall be paid within 18 months after the $130,000.00 payment towards design. If grant funding is secured, any remaining amount may be
applied to other projects at the City’s discretion.
(c) Fee Credit. Landowner shall be entitled to Community Park Impact Fee or Transportation Impact Fee credit for this Infrastructure Improvement. Credits will be provided as available. The City will determine in its sole discretion whether Community Park Impact Fee or Transportation Impact Fee
credit will be provided.
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7.4.13 Southport Setback Levee Trail.
(a) Funding Commitment. Landowner agrees to pay
$280,594.00 towards the City’s design and construction of improvements to the Southport Setback Levee Trail, a
recreational trail running along the eastern edge of the City on the Southport Setback Levee, serving bicyclists, pedestrians, equestrians, fishermen, and anyone seeking to enjoy the Sacramento River. The Funding Commitment described
herein would contribute to the City’s work to provide safety enhancements along the trail and create a more desirable destination for the City’s residents to recreate along the Sacramento River If grant funding is secured for full/partial funding the remaining or full amount remaining shall be applied to other projects at City discretion.
(b) Timing. The Funding Commitment described in this section shall be paid prior to building permit issuance for the 500th Production Dwelling Unit.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.14 Enterprise Bridge Crossing.
(a) Funding Commitment. Landowner agrees to pay
$676,161.00 towards the City’s future design and construction of the Enterprise Bridge Crossing.
(b) Timing. The Funding Commitment described in this section shall be paid prior to building permit issuance for the 1st Production Dwelling Unit.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.15 McGowan Bridge and Village Parkway North.
(a) Funding Commitment. Landowner agrees to pay
$1,572,000.00 to reimburse the City’s previous expenditures on the design and construction of the McGowan Bridge and Village Parkway North.
(b) Timing. A first payment of $272,000 toward the Funding Commitment described in this section shall be paid prior to building permit issuance for the 1st Production Dwelling Unit.

The balance of the Funding Commitment described in this 408
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section shall be paid prior to building permit issuance for the 500th Production Dwelling Unit.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.16 Village Parkway South.
(a) Funding Commitment. Landowner agrees to pay
$2,537,278.00 to reimburse the City’s previous expenditures on the design and construction of Village Parkway South. (b) Timing. The Funding Commitment described in this section shall be paid at a rate of $1,688.15 per Model Dwelling Unit and Production Dwelling Unit prior to building permit issuance. (c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.17 Linden Road.
(a) Funding Commitment. Landowner agrees to pay
$1,500,000.00 towards improvements on the south side of Linden Road at CBLT and north side of Linden Road from
CBLT to Stonegate Drive. The improvements along Linden
Road may include, but are not limited to, new landscaping, pavement, curbs, gutters, and sidewalks.
(b) Timing. An initial $50,000.00 payment towards the Funding Commitment described in this Section shall be paid within 180 days after the effective date of this Agreement. The
$1,450,000.00 balance of the Funding Commitment described in this Section shall be paid prior to building permit issuance for the 1st Production Dwelling Unit.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.18 Village Parkway HAWK Lights.
(a) Funding Commitment. Landowner agrees to pay
$50,000.00 towards the installation of high intensity activated crosswalk beacons, also known as HAWK lights, at the
intersection of Village Parkway and Bear River Court/Redding Road.
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(b) Timing. The Funding Commitment described in this Section shall be paid prior to building permit issuance for the 1st Production Dwelling Unit.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.19 Pre-Payment of Traffic Impact Fees.
(a) Funding Commitment. Landowner agrees to pre-pay
$1,500,000.00 towards the City’s traffic impact fee.

Notwithstanding the annual indexing provisions of Section

7.4.2, this Funding Commitment shall not be annually
indexed.
(b) Timing. An initial $375,000.00 payment towards the Funding Commitment described in this Section shall be paid prior to building permit issuance for the 1st Production Dwelling Unit.

The $1,125,000.00 balance of the Funding Commitment
described in this Section shall be paid prior to building permit issuance for the 500th Production Dwelling Unit.
(c) Fee Credit. Landowner shall be entitled to fee credit for the entire total of this Funding Commitment in the form of Traffic Impact Fees credits; provided, however, that Fee credit towards the Landowner’s Traffic Impact Fees shall be no greater than the traffic impact fee otherwise due. Furthermore, in the event that fee credits are exhausted prior to the completion of the Project, Landowner shall be responsible for Traffic Impact Fees on any parcel for which the fee credits were not sufficient. In the event that the Project is complete before the fee credits are exhausted, Landowner shall not be entitled to any fee credit for this Funding Commitment.

7.4.20 Evacuation and Emergency Management Plan Update. (a) Funding Commitment. Landowner agrees to pay $2,204.48 towards an update to the City’s Evacuation and Emergency Management Plan to include the Project prior to the approval of the first final map for the Project.
(b) Timing. The Funding Commitment described in this Section shall be paid prior to building permit issuance for the 1st Production Dwelling Unit.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Funding Commitment.
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7.5 Infrastructure Improvements.

As part of the consideration for this Agreement, Landowner agrees to complete certain Infrastructure Improvements. Except as otherwise expressly provided in this Agreement, Landowner shall be responsible for any right of way, design and construction costs for the improvements.

7.5.1 Special Timing for Infrastructure Improvements. Where an Infrastructure Improvement becomes due at a Production Dwelling Unit figure that will be reached as part of a multi-family structure, that Infrastructure Improvement is due at the building permit issuance of that multi-family structure. For example, if an Infrastructure Improvement is due at the 500th Production Dwelling Unit but at the 495th Production Dwelling Unit a permit is sought for a 20-unit multifamily structure, that Infrastructure Improvement is due at building permit issuance for that 20-unit structure. This provision shall apply to any Infrastructure Improvement listed under Section 7.5 of this Agreement.

7.5.2 Davis Road Improvement.
(a) Improvement. Landowner agrees to design, improve, and subsequently offer for dedication to the City, Davis Road from the CBLT in the west to Village Parkway in the east. These improvements shall include a 16” water main, storm water drainage, gas, cable, telephone, fiber optic, road pavement, curb, gutter, and multi-purpose trail on the north side of Davis Road and curb, gutter, multi-purpose trail, and sidewalk on the south side of Davis Road. These improvements may include a sanitary sewer, if a sanitary sewer is shown on any of the City’s adopted or draft master plans at the time of the Davis Road Improvement. These improvements shall further include an equestrian trail and multi-purpose trail along with
associated landscaping and irrigation on the north side of Davis Road. Design of these improvements will be
coordinated with, and subject to approval by, the City’s Parks and Public Works Departments.
(b) Timing. All improvements described in this section shall be completed prior to the first to occur of i) any street connections to Davis Road, or ii) building permit issuance for the 921st Production Dwelling Unit. In the event that these
improvements are not complete when the first connection to Davis Road is made, no further building permits will be issued for any portion of the Project until construction of the improvements are complete.
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(c) Fee Credit. Landowner shall be entitled to Park Impact Fee credit for only the cost of the equestrian trail and multi-purpose trail associated with this improvement. Fee credits will be provided as available when construction is complete and improvements have been accepted by City.

7.5.3 Davis Road / Stonegate Drive Roundabout.
(a) Improvement. Landowner agrees to design a roundabout at the intersection of Davis Road and Stonegate Drive in
sufficient detail for the City to confirm that the design will accommodate traffic volume based on existing traffic plus anticipated traffic based on the general plan buildout
estimates for Liberty and River Park development projects and without requiring the acquisition of land from any property owner other than the developer of the River Park project. If the City determines, in its sole discretion, that a roundabout at this location is not feasible, then Landowner will design a four-way signalized intersection in lieu of the roundabout.

Landowner will dedicate the portion of right-of-way needed for the roundabout or signalized intersection. Landowner shall do one of the following prior to building permit issuance for the 921st Production Dwelling Unit: (1) construct this
Infrastructure Improvement, or (2) construct a three-way intersection at the site of this Infrastructure Improvement as an interim measure.
(b) Timing. Design Construction of all improvements described in this section shall be completed prior to the first to occur of any street connections to Davis Road or building permit issuance for the 921st Production Dwelling Unit. In the event that these improvements are not complete when the first connection to Davis Road is made, no further building permits will be issued for any portion of the Project until construction of the improvements is complete.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Infrastructure Improvement.
(d) Payment. In the event Landowner constructs the roundabout or a signalized four-way intersection, City will use good faith efforts to obtain a commitment from the developer of the River Park project to contribute one-half of the final cost of construction of the improvement and if obtained, those funds will be provided to Developer as a reimbursement for actual cost of construction of the improvement. In the event
Landowner constructs a three-way interim intersection,
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Landowner shall also make a payment to City in an amount equal to one-half of cost of constructing the full roundabout or signalized improvement. The exact amount of this payment shall be based on the City’s estimate at the time of
construction of the three-way intersection.

7.5.4 Linden Acres Sewer Stub.
(a) Improvement. Landowner agrees to install a sewer stub at the border of the Project site and Redwood Street. This improvement shall be built to the specifications provided by the City’s Public Works Department.
(b) Timing. The improvement described in this section shall be constructed contemporaneously with the sewer
improvements in the adjoining portion of the Project.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Infrastructure Improvement.

7.5.5 Radar Feedback Speed Limit Signage.
(a) Improvement. Landowner agrees to install radar feedbackenabled speed limit signs approved by the City at locations within the Project where City specifications at the time of construction call for such signage and/or state law require such signage to be installed.
(b) Timing. The improvement described in this section shall be constructed contemporaneously with other improvements that trigger speed limit signage requirements.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Infrastructure Improvement.

7.5.6 Small Cell-Ready Streetlight Infrastructure.
(a) Improvement. Landowner agrees to install streetlights that are compatible with and enable the installation of small cell antennas and any associated infrastructure at every location within the Project where City specifications at the time of construction and state law require streetlights to be installed.

Small cell antennas are used for the broadcasting of mobile data network frequencies and shall be sized in accordance with federal regulations. This improvement shall include compatible streetlights as well as conduits.
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(b) Timing. The improvement described in this section shall be constructed contemporaneously with other improvements that trigger streetlight requirements.
(c) Fee Credit. Landowner shall not be entitled to any fee credit for this Infrastructure Improvement.

7.5.7 Bi-Level Motion-Sensing Lighting.
(a) Improvement. Landowner agrees to install bi-level motionsensing lighting on all through-block trails and greenbelts within the Project. The design and location of bi-level lighting is subject to approved in advance by the City.
(b) Timing. The improvement described in this section shall be constructed contemporaneously with trails and greenbelts. (c) Fee Credit. Landowner shall not be entitled to any fee credit for this Infrastructure Improvement.

7.5.8 Community Park.
(a) Improvement. Landowner agrees to design and construct a community park at the approximately 9.1-acre site
conceptually described as a community park in the Liberty Specific Plan. Design for the community park shall be
coordinated with, and subject to approval by, the City’s Parks Department. The design of the community park shall include those amenities determined by the City’s Parks Department to be appropriate based on the City’s most recent data at the time of design. The design phase of the community park shall also include public outreach to any residents both in the Project as well as the surrounding community.
(b) Timing. The City will begin to engage in public outreach regarding the community park when Landowner submits the Phase 1 infrastructure plans described in Section 8.3 of the Liberty Specific Plan. Landowner shall submit the proposed design of the community park that reflects input from the community, Parks and Recreation Department and the PRIS commission prior to issuance of a building permit for the 350th Production Dwelling Unit. Landowner shall complete
construction of the community park prior to building permit issuance for the 750th Production Dwelling Unit (regardless of phase).
(c) Fee Credit. Landowner shall be entitled to Community Park Impact Fee credit for this Infrastructure Improvement. Fee 414
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credits will be provided as available when construction is complete and improvements have been accepted by City.

7.5.9 Solar Covered Parking.
(a) Improvement. Landowner agrees to install solar parking covers and associated infrastructure over all parking at the community park. The number of solar covered spaces shall be determined during the Community Park planning. Design of the parking covers and associated infrastructure shall be subject to prior review and approval by the City.
(b) Timing. The improvement described in this section shall be constructed contemporaneously with the community park.
(c) Fee Credit. Landowner shall be entitled Community Park Impact Fee credit for this Infrastructure Improvement. Fee credits will be provided as available when construction is complete and improvements have been accepted by City.

8. Improvement Security.

For all Infrastructure Improvements listed in Section 7.5 of this Agreement, the Landowner shall furnish the City the following securities. The bonding requirements contained in this Section are in addition to and not in lieu of the requirements set forth in Section 16.44.080 of the City’s Municipal Code. In the event of a conflict, the provisions in this Agreement will control.

8.1 Payment and Performance Bonds. Landowner has an affirmative obligation to secure its obligations to construct Infrastructure Improvements, as required in this Agreement. Landowner shall secure all Infrastructure Improvements by delivering payment and performance bonds to City, in a manner consistent with City ordinances and in accordance with this Section.

8.1.1 Prior to the commencement of construction of any Infrastructure Improvements, Landowner or Landowner’s general contractor shall furnish City with payment and performance bonds (“Bonds”), issued by a corporate surety company that is an admitted insurer in the State of California and licensed to do business in California, in an amount approved by City, but not less than the full amount of the construction contract, and shall name City as obligee. The Bonds shall remain in effect until the later of (1) the date that the entire cost of developing the improvement shall have been paid in full, (2) the date that the improvement shall have been completed in accordance with this Agreement, and/or (3) the date on which the City accepted the improvement.
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8.1.2 The Bonds shall be in the form prescribed by Government Code sections 66499.1 and 66499.2 for performance and payment bonds and be reasonably satisfactory to City.

8.2 Guarantee and Warranty Security. Prior to the acceptance by the City of any Infrastructure Improvements that are to be turned over to the City, the subdivider shall provide to the City a “guarantee and warranty security” in the amount of ten percent (10%) of the total estimated cost of the Infrastructure Improvements, as determined by the City Manager, to guarantee and warrant the Infrastructure Improvements for a period of one year following their completion and acceptance against any defective work or labor done, or defective materials furnished, as required by the City‘s Municipal Code section 16.44.080.

8.2.1 Any bonds submitted as security pursuant to this Section shall be executed by a surety company authorized to transact a surety business in the State of California. All required securities shall be in a form approved by the City Attorney.

8.2.2 No change, alteration, or addition to the terms of this Agreement or the plans and specifications incorporated herein shall in any manner affect the obligation of the sureties, except as otherwise provided by the Subdivision Map Act.

8.2.3 The securities shall be irrevocable, shall not be limited as to time (except as to the one-year guarantee and warranty period) and shall provide that they may be released, in whole or part, only upon the written approval of the City Manager. All securities provided pursuant to this Agreement shall expressly obligate the surety for any extension of time authorized by the City for the Landowner’s completion of the Infrastructure Improvements, whether or not the surety is given notice of such an extension by the City.

8.3 Release of Security.

8.3.1 Guarantee and Warranty Security. Any unused portion of the guarantee and warranty security may be released by the City Council one year after acceptance of the Infrastructure Improvements. The amount to be released shall first be reduced by the amount deemed necessary by the City to correct any defects in the Infrastructure Improvements that are known or believed by the City to exist at the end of the guarantee and warranty period.

8.3.2 Payment Security. The payment security may be released thirty-five (35) days after passage of the time within which claims of lien are required to be recorded pursuant to Article 2 of Chapter 4 of Title 2 of Part 6 of Division 4 of the Civil Code (commencing with Section 416
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8410), but in no event shall such security be released prior to one hundred and twenty (120) days after acceptance of the Required Improvements by the City Council. The amount to be released shall first be reduced by the total of all claims on which an action has been filed and notice thereof given in writing to the City. City expressly may require the surety not to release the amount of security deemed necessary by City to assure payment of reasonable expenses and fees, including reasonable attorney’s fees and costs.

8.3.3 Faithful Performance Security. The faithful performance security may be released by the City Council upon acceptance of the Infrastructure Improvements.

9. Permitted Uses.

Pursuant to Government Code section 65865.2, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, provisions for reservation or dedication of land for public purposes, location and maintenance of on-site and off-site improvements, location of public utilities and other terms and conditions of development applicable to the Property, shall be those set forth in this Agreement, the Collective Standards and any amendments to this Agreement or the Project Approvals. City acknowledges that the Project Approvals provide for the land uses and approximate acreages for the Property.

10. Affordable Housing Obligations.

10.1 Liberty Affordable Housing Obligation. Landowner shall provide for 10% of the Production Units within the Project being made available as affordable housing. This affordable housing obligation shall be met through both rental and for sale units in accordance with this Section of the Agreement.

10.2 Timing of Affordable Housing Agreement. No building permit shall be issued for a Production Unit unless Landowner has executed an affordable housing agreement with the City. Such affordable housing agreement shall cover both affordable rental units and affordable for sale units, as described herein.

10.3 Affordable Rental Units. Landowner shall provide affordable rental units through a Multi-Family Affordable Housing Development on an approximately 5 acre site bounded by Village Parkway, Heirloom Drive, and Liberty Loop South. The Multi-Family Affordable Housing Development shall be subject to the following requirements:

10.3.1 Unit Count. The Multi-Family Affordable Housing Development shall include at least 100 affordable units but may include additional affordable units. Under no circumstances will the Landowner receive credit for more than 120 affordable units from the Multi-Family Affordable Housing Development.
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10.3.2 Level of Affordability. Affordable units in the Multi-Family Affordable Housing Development shall be made available at 50 to 60 percent of area median income.

10.3.3 Duration of Recorded Affordability Restriction. Affordable rental units shall be subject to a recorded affordability restriction of 55 years.

10.3.4 Market Rate Rental Units. To aid in the financial viability of the MultiFamily Affordable Housing Development, the Multi-Family Affordable Housing Development may include additional rental units offered at market rates so long as Multi-Family Affordable Housing Development complies with all applicable density and height requirements for the site.

10.3.5 Affordable Housing Developer. Landowner is encouraged, but not required, to work with an affordable housing developer to construct the Multi-Family Affordable Housing Development.

10.3.6 Timing. No building permit shall be issued for a Production Unit unless and until a building permit has been issued for the MultiFamily Affordable Housing Development. No building permit shall be issued for any Production Unit beyond the 350th Production Unit— excluding units in the Multi-Family Affordable Housing
Development—until a Certificate of Occupancy has been issued for the Multi-Family Affordable Housing Development.

10.4 Affordable For Sale Units. The balance of the Project’s affordable housing obligation shall be provided in the form of for sale units. Affordable for sale units shall be subject to the following requirements:

10.4.1 Unit Count. The affordable for sale unit count shall be 30 to 50 units, depending on the number of affordable units provided through the Multi-Family Affordable Housing Development.

10.4.2 Unit Type. Affordable for sale units shall not be constructed on estate lots or triplex lots.

10.4.3 Level of Affordability. Affordable for sale units shall be offered to moderate income households (110% of the area median income) at an "affordable housing cost," as defined in Health and Safety Code Section 50052.5(b)(4).

10.4.4 Promissory Note. Affordable for sale units shall be subject to a Secured Shared Promissory Note that entitles the City to a portion of any future appreciation in value that is proportional to the equity share held by the City, as determined by the purchase price as compared to the market value at the time of purchase. The Note will be due on sale.
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10.4.5 Timing. Affordable for sale units shall be constructed contemporaneously with market rate for sale units throughout Project build out.

10.5 Additional Affordable Housing Units. Nothing in this Agreement shall preclude Landowner from offering additional affordable units throughout the Project. Under no circumstances shall such additional units constitute a substitution for any of the units required by this Section of the Agreement.

10.6 Additional Details Regarding Affordable Housing. Additional details regarding the development of affordable housing for the Project shall be memorialized in an Affordable Housing Agreement between the Landowner and the City. This Affordable Housing Agreement shall be executed before a building permit is issued for the Multi-Family Affordable Housing Development. In the event of a conflict between the Affordable Housing Agreement and this Development Agreement, the provisions of this Development Agreement shall govern.

11. Comprehensive Plans.

11.1 Land Use Plan. The Liberty permitted uses are designed to be developed in three primary phases as further described in the Land Use Plan described in Sections 5, 8, and 9 of the Liberty Specific Plan.

11.2 Mobility Plan. The vehicular and pedestrian mobility plan is described in Section 6 of the Liberty Specific Plan.

11.3 Utility Plan. The utility plans for sanitary sewers, water, storm water, and dry utilities are described in Section 7 of the Liberty Specific Plan.

11.4 Development Financing. The public facilities financing plan for the project is described in Section 8.1 of the Liberty Specific Plan.

11.5 Infrastructure Phasing. The infrastructure phasing for the project are described in Section 8.4 of the Liberty Specific Plan.

11.6 Development Standards. The development standards for the project are described in Section 9 of the Liberty Specific Plan.

11.7 Landscape Design Standards. The landscape design standards for the project are described in Section 10 of the Liberty Specific Plan.

11.8 Architectural Design Standards. The architectural design standards for the project are described in Section 11 of the Liberty Specific Plan.

11.9 Community Safety Design Standards. The community safety design standards for the project are described in Section 12 of the Liberty Specific Plan.
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12. Financing.

12.1 Funding for Infrastructure Improvements. Landowner is required to provide a source of funding for infrastructure improvements associated with the Project, including without limitation those Improvements identified in Section 7.5 of this Agreement.

12.1.1 CFD Formation. Landowner may petition that the City initiate the formation of a Community Facilities District (“CFD”) formed pursuant to the Mello-Roos Community Facilities Act of 1982 (Government Code section 53311 et seq.) for the purpose of financing the acquisition or construction of the Improvements and the issuing of bonds. The decision of whether to initiate CFD formation procedures shall be within the absolute discretion of the City.

12.2 Funding for Maintenance and Public Services. Landowner is required to provide a source of funding for maintenance of Infrastructure Improvements and public services for the Project, the amount of such funding shall be determined by the fiscal analysis approved by the Finance Director.

Landowner is responsible for the following maintenance and public service costs:

12.2.1 Public Safety, including fire and police personnel, equipment, and maintenance costs.

12.2.2 Public Works, including drainage, road, sewer, and street sweeping personnel, equipment, and maintenance costs.

12.2.3 Funding Mechanisms. Landowner’s obligations under this Section

12.2 may be satisfied in whole or in part through the formation of one or more funding mechanisms. Landowner may petition that the City initiate the formation of a Community Facilities District (“CFD”) formed pursuant to the Mello-Roos Community Facilities Act of 1982 (Government Code section 53311 et seq.) for the purpose of financing the maintenance and public services obligations of the Project. If a CFD is the selected funding mechanism for services, the trigger for special taxes to be levied with such a CFD shall be consistent with the timing of the City incurring such service costs, as determined in the City’s sole discretion.

12.2.4 Timing. If the Landowner seeks to provide financing for services and maintenance within the Project through a CFD, the formation of the CFD shall be complete by the date of the application for the first tentative small lot subdivision map for the Project. If the Landowner seeks to provide financing for the services and maintenance within the project through another funding mechanism, such funding shall 420
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also be in place by the date of the application for the first tentative small lot subdivision map for the Project.

12.2.5 Fiscal Analysis. The funding for public services, including maintenance of public improvements, for the Project shall be based on a fiscal analysis prepared or approved by the Finance Director.

Any changes in product type that change the average selling price of production units within an improvement area by ten percent (10%) or more shall require a new fiscal analysis and corresponding changes to the funding provided.

12.3 Obligation to Fund Cost of CFD Formation. Landowner shall be responsible for the costs of establishing any CFDs. Applicant has submitted $5,000.00 for the Southport CFD formation. In the event the formation of the Southport CFD does not commence during the term of this Agreement, the monies shall be transferred to the work order account associated with the land use entitlements tied to the reimbursement agreement.

13. Homeowners Association.

Landowner shall cause to be established a Homeowners Association or other non-City entity, to the satisfaction of the City, to own and maintain such Improvements within the Project as are designated in accordance with the Liberty Specific Plan. The City shall have the right to approve and enforce all bylaws for the Homeowners Association and all Covenants, Conditions and Restrictions (“CC&Rs”) for the Property as they pertain to maintenance and repair of Improvements or any park. The CC&Rs shall provide that no changes to the CC&Rs that pertain to maintenance or repair of Project Improvements or parks shall be effective without the prior written consent of the City, which shall not be unreasonably withheld.

14. Amendment or Cancellation.

14.1 Amendment by Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the Parties hereto and in accordance with the procedures of State law and the Municipal Code.

14.2 Insubstantial Amendments. The City Manager or their designee is authorized to approve insubstantial amendments to this Agreement on behalf of the City without a hearing before or action by the Planning Commission or City Council. “Insubstantial amendments” means amendments to this Agreement which do not relate to (1) the term of the Agreement; (2) the permitted uses of the Property; (3) the reservation or dedication of land; (4) the location and maintenance of on-site and off-site improvements; (5) the density or intensity of use of the Project; (6) the maximum height or size of proposed buildings or (7) monetary contributions by Landowner required by this Agreement. All other amendments shall 421
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require approval by the City Council in accordance with the Development Agreement Law.

14.3 Amendment of Project Approvals. Any amendment of Project Approvals relating to: (1) the permitted use of the Property; (2) provision for reservation or dedication of land; (3) the density or intensity of use of the Project; (4) the maximum height or size of proposed buildings; (5) monetary contributions by the Landowner; (6) the location and maintenance of on-site and off-site improvements; or (7) any other issue or subject not identified as an “insubstantial amendment” in Section 14.2 of this Agreement, shall require an amendment of this Agreement. Other amendments of the Project Approval(s) shall not require amendment of this Agreement unless the amendment of the Project Approval(s) relates specifically to some provision of this Agreement.

15. Rights and Duties of Mortgage Lenders in Possession of Property.

Any Mortgage Lender who comes into possession of the Property, or any portion thereof, pursuant to a foreclosure of a Mortgage, or deed in lieu of such foreclosure (“Mortgage Lender”), shall not be eligible to apply for, receive, or exercise any rights under this Agreement or any of the Project Approvals which were vested in its predecessor in title prior to the time that the Mortgage Lender comes into possession, until the Mortgage Lender contractually assumes all of the obligations of its predecessor in title under this Agreement with respect to such property, including those obligations which accrued prior to the time that the Mortgage Lender came into possession of such property. The Mortgage Lender shall be entitled to the rights of this Agreement upon presentation to the City of a written agreement between the Landowner (or Subsequent Landowner) and the Mortgage Lender clearly indicating the transfer and/or assignment and assumption of the Landowner’s obligations under this Agreement.

15.1 Any such assignment and assumption by the Mortgage Lender in possession and title shall be to the satisfaction of and in a form acceptable to the City Attorney, and shall be effective when the Mortgage Lender executes and delivers to the City Clerk an express agreement to contractually assume all of the obligations of its immediate predecessor in title under this Agreement with respect to all of the Property, or portion thereof, to which it has come into possession.

16. Annual Review of Agreement.

16.1 Review Date. The annual review date of this Agreement (the “Review Date”), as required by the Development Agreement Law, shall be approximately twelve (12) months from the Effective Date and every twelve (12) months thereafter.

16.2 Procedures. The procedures for annual review shall be as set forth in the Development Agreement Law.
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16.3 Fee for Annual Review. The cost for the City’s annual review of this Agreement shall be paid by Landowner.

17. Default.

17.1 Default. The failure of either party to perform any obligation or duty under this Agreement within the time required by this Agreement shall constitute an event of default. (For purposes of this Agreement, a party asserting that the other party is in default shall be referred to as the “Complaining Party” and the other party shall be referred to as the “Defaulting Party.”)

17.2 Notice. The Complaining Party may not place the Defaulting Party in default unless it has first given written notice to the Defaulting Party, specifying the nature of the default and the manner in which the default may be cured, if known to the Complaining Party. Any failure or delay by the Complaining Party in giving such notice shall not waive such default or waive any of the Complaining Party’s remedies.

17.3 Cure. The Defaulting Party shall have thirty (30) days from the receipt of notice to cure the default. If the default cannot be reasonably cured within such time, the default cure shall be deemed cured if: (1) the cure is commenced at the earliest practicable date following receipt of notice; (2) the cure is diligently prosecuted to completion at all times thereafter; (3) at the earliest practicable date (but in no event later than thirty (30) days after receiving the notice of default), the Defaulting Party provides written notice to the Complaining Party that the cure cannot be reasonably completed within such thirty (30) day period; and (4) the default is cured at the earliest practicable date, but in no event later than ninety (90) days after receipt of the first notice of default.

17.4 Remedies. If the Defaulting Party fails to cure a default in accordance with the foregoing, the Complaining Party shall have the right to terminate this Agreement upon notice to the Defaulting Party and, except as provided in Section 17.7 may pursue all remedies available at law or equity, including specific performance and injunctive relief.

17.5 Additional Procedures and Remedies. The Parties acknowledge that the foregoing default procedures and remedies are in addition to, and not in lieu of, the procedures and remedies set forth in City Council Resolutions 88- 111 and 96-62, and Landowner waives the argument that any default taken against Landowner is not valid for failing to comply with the procedures and remedies set forth in City Council Resolutions 88-111 and 96-62.

17.6 Building Permits. In addition to and not in lieu of its other remedies, in the event that the City gives Landowner a notice of default and opportunity to cure as provided in Section 17.3, the City shall have the right to withhold issuance of any building permits for the Project, provided there is a nexus 423
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between the default and the structure for which the permit is being withheld, except where otherwise provided in this Agreement. Such withholding shall cease when the default is cured in accordance with this Agreement. For purposes of this Section, a nexus shall be deemed to exist if the default involves the failure of Landowner to timely pay fees or undertake or complete construction of the Improvements, any park, or any public improvement identified in this Agreement, the Mitigation Monitoring and Reporting Program, any comprehensive plan identified in Section 11, or any subsequent approval by the City related to the Project.

17.7 Waiver of Damages. Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that the City would not have entered into this Agreement had it been exposed to liability for damages from Landowner, therefore, Landowner hereby waives all claims for damages against the City for breach of this Agreement. Landowner further acknowledges that under the Development Agreement Law, land use approvals (including development agreements) must be approved by the City Council and that under law, the City Council’s discretion to vote in any particular way may not be constrained by contract. Landowner therefore waives all claims for damages against the City in the event that this Agreement or any Project Approval is: (1) not approved by the City Council or (2) is approved by the City Council, but with new changes, amendments, conditions or deletions to which Landowner is opposed, subject to Landowner’s rescission rights under Section 17.8. Landowner further acknowledges that as an instrument which must be approved by ordinance, a development agreement is subject to referendum; and that under law, the City Council’s discretion to avoid a referendum by rescinding its approval of the underlying ordinance may not be constrained by contract, and Landowner waives all claims for damages against the City in this regard.

17.8 Rescission. In the event that Landowner believes that the purposes of this Agreement have been frustrated by the City Council’s approval of this Agreement or any Project Approval with new changes, amendments, conditions or deletions to which Landowner is opposed, Landowner shall have ten (10) days after such approval in which to provide notice to the City that this Agreement shall be rescinded, without any further liability of the Parties.

18. Landowner’s Obligation to Maintain Unimproved Land.

18.1 General Obligation. Landowner shall be responsible for maintaining the property within the Project. Such maintenance includes the abatement of any nuisances, as defined in the West Sacramento Municipal Code.

18.2 WUSD Parcel. On March 3, 2022, Landowner and Washington Unified School District entered into a Property Exchange Agreement (Exhibit E) agreeing to exchange certain portions of real property belonging to each. 424
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Landowner shall be responsible for the maintenance of the WUSD Exchange Parcel and Gift Parcel, as identified in the Property Exchange Agreement until such time as WUSD takes ownership of each.

19. Indemnification, Defense and Hold Harmless.

Landowner shall indemnify, defend, and hold harmless to the fullest extent permitted by law, the City from and against any and all claims, liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with the Project, including any actions or inactions of Landowner’s contractors, subcontractors, agents, or employees in connection with the construction, improvement, operation, or maintenance of the Property and the Project), or Landowner’s failure to comply with any of its obligations in this Agreement, or Landowner’s failure to comply with any current or prospective Law; provided, however, that Landowner shall have no obligations under this Section for such loss or damage which was caused by the sole negligence or willful misconduct of the City, or with respect to the maintenance, repair or condition of any Improvement after dedication to and acceptance by the City or another public entity (except as provided in an improvement agreement or warranty bond). This indemnification obligation shall survive this Agreement and shall not be limited by any insurance policy, whether required by this Agreement or otherwise.

20. Insurance.

20.1 Public Liability and Property Damage Insurance. At all times that Landowner is constructing any Improvements, Landowner shall maintain in effect a policy of comprehensive general liability insurance with a per-occurrence combined single limit of two million dollars ($2,000,000) and a deductible of not more than fifty thousand dollars ($50,000) per claim. The policy so maintained by Landowner shall name the City as an additional insured and shall include either a severability of interest clause or cross-liability endorsement. In the event that multiple Landowners are constructing Improvements simultaneously, each Landowner shall maintain insurance in accordance with this Section.

20.2 Workers’ Compensation Insurance. At all times that Landowner is constructing any Improvements, Landowner shall maintain workers’ compensation insurance for all persons employed by Landowner for work at the Project site. Landowner shall require each contractor and subcontractor similarly to provide workers’ compensation insurance for its respective employees. Landowner agrees to indemnify the City for any damage resulting from Landowner’s failure to maintain any such insurance.

Evidence of Insurance. Prior to commencement of construction of any Improvements, Landowner shall furnish City satisfactory evidence of the insurance required in Sections 20.1 and 20.2 and evidence that the carrier is required to give the City at least fifteen (15) days prior written notice of the cancellation or reduction in coverage of a policy. The insurance shall 425
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extend to the City, its elective and appointive boards, commissions, officers, agents, employees and representatives and to Landowner performing work on the Project. Landowner shall provide to the City such evidence of insurance annually on or before July 1.

21. Binding Effect on Successors.

21.1 Assignment. Landowner may not assign its interests under this Agreement without the: (1) prior written consent of the City Manager, which consent shall not be unreasonably withheld; and (2) execution by Landowner and the assignee of the form of assignment and assumption attached hereto as Exhibit B (the “Liberty Assignment and Assumption Agreement”). Any proposed assignment of Landowner’s obligations under this Agreement shall include a plan, acceptable to the City, explaining how the Landowner’s obligations and rights to receive fee credits or reimbursement under this Agreement shall be apportioned. Upon approval of such assignment and assumption, Landowner shall be released from any further liability or obligation hereunder related to that portion of the Property and rights and obligations so conveyed, and the Successor shall be deemed to fully assume the rights and obligations of Landowner for purposes of this Agreement with respect to such conveyed property except as otherwise expressly provided in the Assignment and Assumption Agreement. For purposes of this Section, it shall not be unreasonable for the City Manager to withhold consent unless and until the proposed assignee demonstrates that it has the financial capability and experience needed to complete development of the Project or respective portions thereof, in the case of a partial assignment, and in accordance with the terms of this Agreement.

21.1.1 Notwithstanding the foregoing, the City Manager’s consent to Landowner’s assignment of its obligations to install the improvements described in Section 8.3 of the Liberty Specific Plan may be withheld in the City Manager’s sole, absolute and unfettered discretion.

21.1.2 Any attempt to assign any rights under this Agreement other than by executing the Assignment and Assumption Agreement shall be void and constitute a default under this Agreement. Notwithstanding the foregoing, private parties who purchase an individual parcel defined by an approved and recorded final subdivision map that has been improved with a dwelling structure shall not be required to execute the form of assignment, shall not be considered Successors, and this Agreement shall not be binding upon them.

21.2 Subsequent Assignments. Any Successor may assign its rights under this Agreement by complying with the procedures set forth in this Agreement. 426
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21.3 Runs with the Land. Except as otherwise provided in this Agreement, all of the provisions, rights, terms, covenants, and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors and assignees, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions of this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to applicable laws, including, but not limited to, Section 1466 of the Civil Code of the State of California. Each covenant to do, or refrain from doing, some act on the Property hereunder, or with respect to any owned property: (a) is for the benefit of such properties and is a burden upon such properties; (b) runs with such properties; and (c) is binding upon each Party and each successive owner during its ownership of such properties or any portion thereof, and shall be a benefit to and a burden upon each Party and its property hereunder and each other person succeeding to an interest in such properties.

22. Further Assurances, Consent, Cooperation and Implementation.

22.1 Further Executions. The Parties agree to execute such reasonable additional instruments as are necessary to effectuate the intent of this Agreement; provided, however, that the City Council’s discretion to vote in a particular manner cannot be constrained and that the City shall not be required to incur any costs thereby. Whenever the consent or approval of the other party is required under this Agreement, such consent shall not be unreasonably withheld, conditioned or delayed. The Parties shall cooperate in good faith in obtaining any permits, entitlements or approvals required by other government entities for the Project.

22.2 Subsequent Approvals. The Parties recognize and acknowledge that certain other land use approvals, entitlements, and permits other than the Project Approvals are necessary or desirable for the Project (collectively, the “Subsequent Approvals”). In particular, the Parties contemplate that Landowner will seek approvals for subdivision maps, use permits, and building and grading permits. The Subsequent Approvals may also include, without limitation, the following: amendments of the Project Approvals, design review approvals, improvement agreements, use permits, grading permits, building permits, lot line adjustments, sewer and water connection permits, certificates of occupancy, subdivision maps, re-zonings, development agreements, permits, re-subdivisions, and any amendments to, or repealing of, any of the foregoing.

22.2.1 Landowner acknowledges that City cannot process Subsequent Approvals unless and until Landowner submits complete
applications on a timely basis. Landowner shall use its best efforts to (1) provide to City in a timely manner any and all documents, 427
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applications, plans, and other information necessary for City to carry out its obligations hereunder; and (2) cause Landowner’s planners, engineers, and all other consultants to provide to City in a timely manner all such documents, applications, plans and other necessary required materials as set forth in the applicable City Law.

City may approve an application for such a Subsequent Approval subject to any conditions necessary to bring the Subsequent Approval into compliance with this Agreement or Applicable Law, or as necessary to make this Subsequent Approval consistent with the Project Approvals.

23. Miscellaneous.

23.1 Prevailing Wages. Landowner shall pay prevailing wages, and shall direct its contractors and other parties with which it has a contractual relationship with respect to the Project, to pay prevailing wages only if the same is required by the Prevailing Wage Law (Labor Code Section 1720 et seq.).

Landowner’s indemnification, defense and hold harmless obligations under Section 18 shall extend to any failure to pay prevailing wages in connection with the Project, only as required by State law.

23.2 Estoppel Certificate. Either Party may at any time request the other Party to certify in writing that: (1) this Agreement is in full force and effect; (2) this Agreement has not been amended except as identified by the other Party; and (3) to the best knowledge of the other Party, the requesting Party is not in default, or if in default, the other Party shall describe the nature and any amount of any such default. The other Party shall use its best efforts to execute and return the estoppel certificate to the requesting Party within thirty (30) days of the request. The City Manager shall have authority to execute such certificates on behalf of the City.

23.3 Recordation. This Agreement shall not be operative until recorded with the Yolo County Recorder’s office. Landowner shall record this Agreement at its expense with the County Recorder’s office within ten (10) days of the Effective Date, and shall cause any amendment to this Agreement or any instrument affecting the term of this Agreement to be recorded within ten (10) days from date on which the same become effective. Any amendment to this Agreement or any instrument affecting the term of this Agreement which affects less than all of the Property shall contain a legal description of the portion thereof that is the subject of such amendment or instrument.

Alternatively, Landowner and City may execute the instrument entitled “Memorandum of Development Agreement” attached hereto as Exhibit C, which shall be recorded against the Property, in lieu of recording the entire Agreement.
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23.4 Notices. All notices required by this Agreement or the Development Agreement Law shall be in writing and personally delivered or sent by certified mail, postage prepaid, return receipt requested.

Notice required to be given to the City shall be addressed as follows:

CITY OF WEST SACRAMENTO
City Manager
1110 West Capitol Avenue
West Sacramento, CA 95691
Notice required to be given to Landowner shall be addressed as follows:

TERRY TEEPLE
Project Director – Pacific-Teal Development, LLC
25041 Trailview Terrace
Lake Forest, CA 92630
Paik Family Properties
19818 South Alameda Blvd.

Compton CA 90221-6211
Attn: Nelson Paik
Either Party may change the address stated herein by giving notice in writing to the other Party, and thereafter notices shall be addressed and transmitted to the new address. All notices shall be deemed received on the earlier of the date that personal delivery is effected or the date shown on the return receipt.

23.5 References to Municipal Code. This Agreement contains references to articles and sections of the City’s Municipal Code. If, after the Effective Date, the City amends or renumbers its Municipal Code, then the references in this Agreement shall be understood to apply to the amended or renumbered Municipal Code.

23.6 Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Parties and any Successors. No other party shall have any cause of action or the standing to assert any rights under this Agreement.

23.7 Force Majeure. Neither Party shall be liable for, and both Parties shall be excused from, any failure to deliver or perform or for delay in delivery or performance (except any obligation to pay any sum of money) due to any act of God. The foregoing shall not apply to floods that affect the Property.

The Party claiming an extension due to Force Majeure shall send written notice to the other Party within thirty (30) days from the commencement of the cause describing the circumstances.
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23.8 Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy.

23.9 Attorney’s Fees and Costs in Legal Actions by Parties to the Agreement.

Should any legal action be brought by either Party for breach of this Agreement or to enforce any provisions herein, the prevailing Party to such action shall be entitled to reasonable attorney’s fees, court costs, and such other costs as may be fixed by the Court.

23.10 Attorney’s Fees and Costs in Legal Actions by Third Parties to the Agreement. If any person or entity not a party to this Agreement initiates an action at law or in equity to challenge the validity of any provision of this Agreement or the Project Approvals, the Parties shall cooperate and appear in defending such action. Landowner shall bear its own costs of defense as a real party in interest in any such action, and Landowner shall reimburse City for all reasonable court costs and attorney’s fees expended by City in defense of any such action or other proceeding, provided that City reasonably cooperates with Landowner in the defense of such action.

23.11 Liability of City Officials. No City official or employee shall be personally liable under this Agreement.

23.12 Delegation. Any reference to any City body, official or employee in this Agreement shall include the designee of that body, official or employee, except where delegation is prohibited by law.

23.13 Severability. Should any provision of this Agreement be found invalid or unenforceable by a court of law, the decision shall affect only the provision interpreted, and all remaining provisions shall remain enforceable.

23.14 Integration. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes any previous oral or written agreement. This Agreement may be modified or amended only by a subsequent written instrument executed by all of the Parties.

23.15 Counterparts. This Agreement may be signed in one (1) or more counterparts, and will be effective when all of the Parties have affixed their signatures to the counterparts, at which time the counterparts together shall be deemed one (1) original document; provided, however, that all executed counterparts are provided to the City Clerk.

23.16 Interpretation. The Parties acknowledge that this Agreement has been negotiated by both Parties and their legal counsel and agree that this Agreement shall be interpreted as if drafted by both Parties.

23.17 Inconsistency. In the event of any conflict or inconsistency between the provisions of this Agreement and the General Plan, the Liberty Specific 430
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Plan, or any other Project Approvals or exhibits, this Agreement shall prevail; provided, however, that this provision shall not be interpreted to prevent an exhibit from being updated when required by this Agreement or when agreed to by the Parties.

23.18 Incorporation. The following Exhibits attached hereto are incorporated into this Agreement and made a part hereof by this reference.

Exhibit Description
A Legal Description of the Property
B Liberty Assignment and Assumption Agreement
C Memorandum of Development Agreement
D Sample Fee Credit Assignment Letter
E WUSD Property Exchange Agreement

23.19 Compliance with Laws. In connection with its performance under this Agreement, Landowner shall comply with all applicable present and prospective laws.

23.20 Applicable Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. In the event of litigation arising under this Agreement, venue shall reside exclusively in the Superior Court of the County of Yolo.

23.21 Time of the Essence. Time is of the essence of this Agreement. [Signatures appear on following page]
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IN WITNESS WHEREOF, the Parties hereto are executing this Agreement on the dates set forth below, to be effective as of the Effective Date. “CITY” “LANDOWNER”

CITY OF WEST SACRAMENTO PAIK FAMILY TRUST
By: _____________________________ By: _____________________________ Name: _____________________________ Name: _____________________________ Its: _____________________________ Its: _____________________________ Dated: ________________________, 2024 Dated: ________________________, 2024 ATTEST: APPROVED AS TO FORM:
___________________________________ ___________________________________ Jennifer Cusmir, City Clerk Jeffrey A. Mitchell, City Attorney 432
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Exhibit A
Legal Description of the Property
Real property in the City of West Sacramento , County of Yolo, State of California, described as follows: PARCEL ONE: (PUBLIC TRUST TERMINATION PARCEL)

ALL THAT LAND SITUATE IN THE CITY OF WEST SACRAMENTO, COUNTY OF YOLO,

STATE OF CALIFORNIA, BEING PARCEL ONE, PARCEL ONE-A, AND PARCEL TWO OF THAT CERTAIN GRANT DEED RECORDED JANUARY 26, 2012 AS INSTRUMENT NO. 2012-0002616-00, OFFICIAL RECORDS OF YOLO COUNTY; TOGETHER WITH THAT

CERTAIN PARCEL OF LAND AS DESCRIBED IN THAT CERTAIN GRANT DEED RECORDED JANUARY 26, 2012 AS INSTRUMENT NO. 2012-0002618-00, OFFICIAL RECORDS OF YOLO COUNTY.

EXCEPTING THEREFROM THAT PORTION OF LAND DESCRIBED AS FOLLOWS:

POINT OF BEGINNING ALONG THE SOUTHERLY LINE OF PARCEL B OF SAID MAP, NORTH 67°13'17" WEST 681.34 FEET TO A POINT ON THE NORTHWESTERLY LINE OF THE RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND EASEMENT AS DESCRIBED IN THAT CERTAIN DEED DATED OCTOBER 3, 1912 AND RECORDED IN BOOK 80 OF DEEDS AT PAGE 397, OFFICIAL RECORDS OF YOLO COUNTY; THENCE ALONG SAID NORTHWESTERLY LINE NORTH 36°27'39" EAST 182.84 FEET; THENCE NORTH 67°05'39" EAST 175.30 FEET; THENCE NORTH 48°57'39"EAST 250.00 FEET; THENCE NORTH 18°57'39" EAST 7.14 FEET TO A POINT ON THE SOUTHERLY LINE OF

THAT CERTAIN PARCEL AS DESCRIBED IN THAT CERTAIN DEED RECORDED DECEMBER 20, 1957 IN VOLUME 529 PAGE 551, OFFICIAL RECORDS YOLO COUNTY; THENCE LEAVING SAID RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND

EASEMENT LINE AND ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID PARCEL, SOUTH 87°56'49" EAST 73.85 FEET; THENCE NORTH 19°26'36" EAST 412.49 FEET TO A POINT ON SAID RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND EASEMENT LINE; THENCE LEAVING SAID EASTERLY LINE AND ALONG THE NORTHWESTERLY LINE OF SAID RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND EASEMENT LINE, NORTH 79°57'39" EAST 215.23 FEET; THENCE NORTH 61°42'39" EAST 250.00 FEET; THENCE NORTH 80°42'39" EAST 690.00 FEET; THENCE SOUTH 76°55'51" EAST 300.30 FEET; THENCE NORTH 55°42'39" EAST 268.24 FEET; THENCE LEAVING SAID RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND EASEMENT LINE, SOUTH 32°26'49" EAST 239.13 FEET TO A POINT ON THE SOUTHEASTERLY LINE OF SAID PARCEL B; THENCE ALONG THE SOUTHEASTERLY AND EASTERLY LINES OF SAID PARCEL B, SOUTH 59°40'42" WEST 46.85 FEET; THENCE SOUTH 61°28'46" WEST 101.25 FEET; THENCE SOUTH 62°57'43" WEST 148.73 FEET; THENCE SOUTH 01°08'57" WEST 346.76 FEET; THENCE SOUTH 57°59'35" WEST 450.79 FEET; THENCE SOUTH 68°10'32" WEST 1236.97 FEET TO THE POINT OF BEGINNING.

THE BASIS OF BEARINGS OF THIS DESCRIPTION IS THE MONUMENT LINE BETWEEN CITY OF WEST SACRAMENTO GEODETIC CONTROL STATIONS C21-01 AND B22-01 AS SHOWN ON THAT CERTAIN MAP FILED AS BOOK 13 OF MAPS & SURVEYS PAGE 61, YOLO COUNTY RECORDS, THE BEARING OF WHICH IS NORTH 71°33'48" EAST. 433
4854-2507-4643.20 007203.526 A-2

EXCEPTING THEREFROM THAT PORTION CONVEYED TO WEST SACRAMENTO

AREA FLOOD CONTROL AGENCY, A JOINT POWERS AUTHORITY BY GRANT DEED RECORDED JULY 25, 2016 AS INSTRUMENT NO. 2016-0019965.

PARCEL TWO: (INTENTIONALLY DELETED)
PARCEL THREE: (INTENTIONALLY DELETED)
PARCEL FOUR:

THAT PARCEL OF LAND LYING WITHIN SWAMP LAND SURVEY NO. 283, YOLO COUNTY SURVEYS, DESCRIBED AS FOLLOWS:

FROM THE 3/4 INCH IRON PIPE MARKING THE SOUTHEASTERLY CORNER OF

JEFFERSON SUBDIVISION AND THE NORTHEASTERLY CORNER OF BOULEVARD

SUBDIVISION, SAME BEING LOCATED ON THE CENTER LINE OF ANTIOCH AVENUE,

AS SAID SUBDIVISIONS APPEAR OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY, IN MAP BOOK 2, AT PAGES 85 AND 74 RESPECTIVELY, AND EXTENDING THENCE EAST 15.63 FEET TO A 3/4 INCH IRON

PIPE MONUMENT THAT IS ON THE CENTER LINE OF DAVIS ROAD, AS SAME EXTENDS SOUTH 66 DEG. 55' 20" EAST, TOWARD THE SACRAMENTO RIVER; THENCE SOUTH 66 DEG. 55' 20" EAST ALONG THE CENTER LINE OF SAID DAVIS ROAD, A DISTANCE OF 2689.16 FEET TO A POINT MARKED BY A 3/4 INCH BY 40 INCH IRON PIPE WHICH IS THE POINT OF BEGINNING, NORTH 23 DEG. 03' 40" EAST, 442.75 FEET TO A POINT MARKED BY A 1 1/2 INCH IRON PIPE; THENCE SOUTH 66 DEG. 55' 20"

EAST ALONG A LINE PARALLEL WITH THE CENTER LINE OF SAID DAVIS ROAD, A DISTANCE OF 906.56 FEET TO A POINT MARKED BY A 2 INCH IRON PIPE AND

SITUATE IN THE WESTERLY LINE OF THE RIGHT OF WAY OF RECLAMATION DISTRICT NO. 900, FOR RECLAMATION PURPOSES; THENCE DOWN AND ALONG SAID WESTERLY LINE OF SAID RIGHT OF WAY FOR RECLAMATION PURPOSES, SOUTH 6 DEG. 00' WEST, 155.30 FEET; THENCE SOUTH 3 DEG. 30' EAST, 320.00 FEET; THENCE SOUTH 15 DEG. 30' EAST, 10.39 FEET TO THE POINT OF INTERSECTION WITH THE CENTER LINE OF SAID DAVIS ROAD; THENCE LEAVING THE SAID WESTERLY LINE OF SAID RIGHT OF WAY FOR RECLAMATION PURPOSES, AND EXTENDING NORTH 66 DEG. 55' 20" WEST ALONG THE CENTER LINE OF SAID DAVIS ROAD, A DISTANCE OF 1101.70 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION.

ALSO ALL THAT REAL PROPERTY THAT LIES TO THE EAST OF AND ADJACENT TO

THE HEREINABOVE DESCRIBED TRACT AND ADJACENT TO THE WESTERLY BANK

OF THE SACRAMENTO RIVER AND WITHIN THE PROLONGATION OF THE

SOUTHWESTERLY AND NORTHEASTERLY LINES OF THE HEREINABOVE DESCRIBED TRACT.
(THE MAP WHEREON THE HEREINABOVE DESCRIBED TRACT IS DELINEATED,

APPEARS OF RECORD IN THE OFFICE OF THE RECORDER OF YOLO COUNTY, IN BOOK 5 OF MAPS AND SURVEYS, AT PAGE 38.)

EXCEPTING THEREFROM THOSE PARCELS OF LAND DESCRIBED IN THE DEED TO THE COUNTY OF YOLO, RECORDED APRIL 24, 1970, IN BOOK 941, PAGE 410, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
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(1) COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF DAVIS ROAD WITH COURSE NO. 10 OF THE RECLAMATION DISTRICT 900 WESTERLY RIVER

LEVEE RIGHT OF WAY LINE AS SHOWN IN DETAIL ON THE RECORD OF SURVEY FOR BONDHOLDERS COMMITTEE PARCEL NO. 4, FILED IN BOOK 10 OF MAPS AND SURVEYS AT PAGE 43 IN ;THE OFFICE OF THE RECORDER OF THE COUNTY OF YOLO; THENCE NORTHERLY ALONG SAID RIVER LEVEE RIGHT OFWAY LINE THE FOLLOWING TWO COURSES:
91) NORTH 15 DEG. 48' 00" WEST 10.39 FEET, (2) NORTH 03 DEG. 48' 00" WEST 18.87

FEET TO THE NORTHERLY RIGHT OF WAY LINE OF SAID DAVIS ROAD, THE TRUE POINT OF BEGINNING; THENCE WESTERLY ALONG SAID NORTHERLY RIGHT OF WAY LINE NORTH 67 DEG. 13' 28" WEST 369.28 FEET; THENCE NORTH 22 DEG. 46' 32" EAST 4.00 FEET; THENCE SOUTH 75 DEG. 39' 14" EAST 345.67 FEET TO SAID WESTERLY RIVER LEVEE RIGHT OF WAY LINE; THENCE SOUTHERLY ALONG SAID RIVER LEVEE RIGHT OF WAY LINE SOUTH 03 DEG. 48' 00" EAST 61.13 FEET TO THE TRUE POINT OF BEGINNING.
(2) COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF DAVIS ROAD WITH COURSE NO. 10 OF THE RECLAMATION DISTRICT 900 WESTERLY RIVER

LEVEE RIGHT OF WAY LINE AS SHOWN IN DETAIL ON THE RECORD OF SURVEY FOR BONDHOLDERS COMMITTEE PARCEL NO. 4, FILED IN BOOK 10 OF MAPS AND SURVEYS AT PAGE 43 IN THE OFFICE OF THE RECORDER OF THE COUNTY OF YOLO, CALIFORNIA; THENCE NORTHERLY ALONG SAID RIVER LEVEE RIGHT OF

WAY LINE THE FOLLOWING
TWO COURSES: (1) NORTH 15 DEG. 48' 00" WEST 10.39 FEET, (2) NORTH 03 DEG. 48' 00" WEST 80.00 FEET TO THE NORTHERLY LINE OF ABOVE DESCRIBED PARCEL 1, THE TRUE POINT OF BEGINNING; THENCE WESTERLY ALONG SAID NORTHERLY LINE NORTH 75 DEG. 39' 14" WEST 345.67 FEET THENCE SOUTH 22 DEG. 46' 32" WEST 4.00 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF DAVIS ROAD; THENCE WESTERLY ALONG SAID NORTHERLY RIGHT OF WAY LINE NORTH 67 DEG. 13' 28" WEST 15.00 FEET; THENCE NORTH 22 DEG. 46' 32" EAST 16.95 FEET; THENCE SOUTH 75 DEG. 39' 14" EAST 353.69 FEET TO SAID WESTERLY RIVER LEVEE RIGHT OF WAY LINE; THENCE SOUTHERLY ALONG SAID RIVER LEVEE RIGHT OF WAY LINE SOUTH 03 DEG. 48' 00" EAST 15.79 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL FIVE:

FROM THE 3/4 INCH IRON PIPE MARKING THE SOUTHEASTERLY CORNER OF

JEFFERSON SUBDIVISION AND THE NORTHEASTERLY CORNER OF BOULEVARD

SUBDIVISION, THE SAME BEING LOCATED ON THE CENTER LINE OF ANTIOCH

AVENUE, AS SAID SUBDIVISIONS APPEAR OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY IN MAP BOOK 2 AT PAGES 85 AND 74, RESPECTIVELY, AND EXTENDING THENCE EAST 15.63 FEET TO A 3/4 INCH IRON

PIPE MONUMENT THAT IS ON THE CENTER LINE OF DAVIS ROAD AS SAME EXTENDS SOUTH 66 DEG. 55' 20" EAST TOWARD THE SACRAMENTO RIVER; THENCE SOUTH 66 DEG. 55' 20" EAST ALONG THE CENTER LINE OF SAID DAVIS ROAD EXTENSION A DISTANCE OF 2689.16 FEET TO A POINT MARKED BY A 3/4 INCH IRON PIPE AS SHOWN ON THE MAP OF THE RELOCATION SURVEY IN RECLAMATION DISTRICT NO. 900 WHICH IS RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF YOLO 435
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COUNTY, IN MAPS AND SURVEYS 5 AT PAGE 38; THIS LAST MENTIONED POINT BEING THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 23 DEG. 04' 40" EAST A DISTANCE OF 2256.87 FEET TO 1 1/2 INCH IRON PIPE MONUMENT; THENCE NORTH 66 DEG. 55' 20" WEST A DISTANCE OF 385.54 FEET TO A 1 1/4 INCH BY 4 FEET STEEL AXLE; THENCE SOUTH 23 DEG. 04' 40" WEST PARALLEL TO THE FIRST COURSE OF THIS DESCRIPTION, A DISTANCE OF 2256.87 FEET TO 3/4 INCH IRON PIPE, SAID PIPE BEING ON THE CENTER LINE OF DAVIS ROAD EXTENSION; THENCE SOUTH 66 DEG. 55' 20" EAST ALONG THE CENTER LINE OF DAVIS ROAD EXTENSION A DISTANCE OF 385.54 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION.

PARCEL SIX:

ALL THAT CERTAIN 0.35 ACRE PARCEL OF LAND AS SHOWN ON MAPS AND SURVEYS BOOK 10, AT PAGE 34 IN THE OFFICE OF THE COUNTY RECORDER OF

THE COUNTY OF YOLO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEASTERLY CORNER OF JEFFERSON BOULEVARD AND

THE NORTHEASTERLY CORNER OF BOULEVARD SUBDIVISION, SOME BEING

LOCATED ON THE CENTER LINE OF ANTIOCH AVENUE, AS SAID SUBDIVISIONS

APPEAR OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY IN MAP BOOK 2 AT PAGES 85 AND 74, RESPECTIVELY, THENCE EXTENDING EAST 15.63 FEET TO A POINT ON THE CENTER LINE OF DAVIS ROAD; THENCE ALONG THE CENTER LINE OF DAVIS ROAD S 66 DEG. 55' 20" E 2689.16 FEET; THENCE N 27 DEG. 03' 40" E 442.75 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID POINT OF BEGINNING N 23 DEG. 03' 40" E 34.00 FEET; THENCE S 77 DEG. 44' 40" E 258.00 FEET; THENCE S 12 DEG. 15' 20" W 83.93 FEET; THENCE N 66 DEG. 55' 20" W 269.17 FEET; TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO THE

DOMESTIC WELL AND PUMPING PLANT LOCATED ON THE ABOVE DESCRIBED PROPERTY TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS THERETO.

ALSO EXCEPTING THEREFROM THE RIGHT OF INGRESS AND EGRESS FOR DRIVEWAY PURPOSES, OVER A STRIP OF LAND 25 FEET IN WIDTH WHICH IS

PARALLEL WITH AND CONTIGUOUS WITH THE WESTERLY LINE OF THE ABOVE DESCRIBED 0.35 ACRE PARCEL OF LAND.

PARCEL SEVEN:

FROM THE 3/4 INCH IRON PIPE MARKING THE SOUTHEASTERLY CORNER OF

JEFFERSON SUBDIVISION AND THE NORTHEASTERLY CORNER OF BOULEVARD

SUBDIVISION, SAME BEING LOCATED ON THE CENTER LINE OF ANTIOCH AVENUE,

AS SAID SUBDIVISIONS APPEAR OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY IN MAP BOOK 2 AT PAGES 85 AND 74, RESPECTIVELY, AND EXTENDING THENCE EAST 15.63 FEET TO A 3/4 INCH IRON PIPE MONUMENT THAT IS ON THE CENTER LINE OF DAVIS ROAD AS SAME EXTENDS SOUTH 66 DEG. 55' 20" EAST TOWARD THE SACRAMENTO RIVER; THENCE SOUTH 66 DEG. 55' 20" EAST ALONG THE CENTER LINE OF SAID DAVIS ROAD A DISTANCE OF 2689.16 FEET 436
4854-2507-4643.20 007203.526 A-5
TO A POINT MARKED BY A 3/4 INCH BY 40 INCH IRON PIPE; THENCE NORTH 23 DEG. 03' 40" EAST A DISTANCE OF 442.75 FEET TO A POINT MARKED BY A 1 1/2 INCH IRON PIPE, WHICH IS THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE CONTINUING NORTH 23 DEG. 03' 40" EAST ALONG A PROPERTY LINE A DISTANCE OF 814.12 FEET TO A 1 1/2 INCH IRON PIPE; THENCE SOUTH 66 DEG. 55' 20" EAST

ALONG A LINE PARALLEL WITH THE CENTER LINE OF DAVIS ROAD A DISTANCE OF 786.69 FEET TO A POINT MARKED BY A 1 1/2 INCH IRON PIPE SITUATE IN THE WESTERLY LINE OF THE RIGHT OF WAY OF RECLAMATION DISTRICT NO. 900 FOR RECLAMATION PURPOSES; THENCE DOWN AND ALONG SAID WESTERLY LINE OF SAID RIGHT OF WAY FOR RECLAMATION PURPOSES SOUTH 39 DEG. WEST 51.89 FEET TO A POINT MARKED BY A 3/4 INCH IRON PIPE; THENCE SOUTH 31 DEG. 04' WEST A DISTANCE OF 198.65 FEET TO A POINT MARKED BY A 1 INCH IRON PIPE; THENCE ON AND ALONG SAME COURSE SOUTH 31 DEG. 04' WEST AN ADDITIONAL

27.95 FEET TO A POINT; THENCE SOUTH 6 DEG. 00' WEST A DISTANCE OF 564.70 FEET TO A POINT; THENCE LEAVING SAID WESTERLY LINE OF SAID RIGHT OF WAY FOR RECLAMATION PURPOSES AND EXTENDING NORTH 66 DEG. 55' 20" WEST A DISTANCE OF 36.41 FEET TO A POINT MARKED BY A 2 INCH IRON PIPE; THENCE ON AND ALONG SAID COURSE NORTH 66 DEG. 55' 20" WEST AN ADDITIONAL DISTANCE OF 870.15 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION.

ALSO ALL THAT REAL PROPERTY THAT LIES TO THE EAST OF AND ADJACENT TO

THE HEREINABOVE DESCRIBED TRACT AND ADJACENT TO THE WESTERLY BANK

OF THE SACRAMENTO RIVER AND WITHIN THE PROLONGATION OF THE

NORTHEASTERLY AND SOUTHWESTERLY LINES OF THE HEREINABOVE DESCRIBED TRACT.
(THE MAP WHEREON THE HEREINABOVE DESCRIBED TRACT IS DELINEATED,

APPEARS OF RECORD IN THE OFFICE OF THE RECORDER OF YOLO COUNTY, IN BOOK 5 OF MAPS AND SURVEYS, AT PAGE 38.)

EXCEPTING THEREFROM
ALL THAT CERTAIN 0.35 ACRE PARCEL OF LAND AS SHOWN ON MAPS AND SURVEYS BOOK 10, AT PAGE 34 IN THE OFFICE OF THE COUNTY RECORDER OF

THE COUNTY OF YOLO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEASTERLY CORNER OF JEFFERSON SUBDIVISION AND

THE NORTHEASTERLY CORNER OF BOULEVARD SUBDIVISION, SAME BEING

LOCATED ON THE CENTERLINE OF ANTIOCH AVENUE, AS SAID SUBDIVISION

APPEAR OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY IN MAP BOOK 2 AT PAGES 85 AND 74, RESPECTIVELY, THENCE EXTENDING EAST 15.63 FEET TO A POINT ON THE CENTER LINE OF DAVIS ROAD; THENCE ALONG THE CENTER LINE OF DAVIS ROAD S. 66 DEG. 55' 20" E. 2689.16 FEET; THENCE N. 23 DEG. 03' 40" E 442.75 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID POINT OF BEGINNING N 23 DEG. 03' 40" E 34.00 FEET; THENCE S 77 DEG. 44' 40" E 258.00 FEET; THENCE S 12 DEG. 15' 20" W 83.93 FEET; THENCE N 66 DEG. 55' 20" W 269.17 FEET; TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO THE

DOMESTIC WELL AND PUMPING PLANT LOCATED ON THE ABOVE DESCRIBED 437
4854-2507-4643.20 007203.526 A-6
PROPERTY TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS THERETO.

ALSO EXCEPTING THEREFROM THE RIGHT OF INGRESS AND EGRESS FOR DRIVEWAY PURPOSES, OVER A STRIP OF LAND 25 FEET IN WIDTH WHICH IS

PARALLEL WITH AND CONTIGUOUS WITH THE WESTERLY LINE OF THE ABOVE DESCRIBED 0.35 ACRE PARCEL OF LAND.

PARCEL EIGHT:

BEGINNING AT THE MOST WESTERLY CORNER OF PARCEL 1, AS SHOWN ON PARCEL MAP NO. 3672, FILED FOR RECORD IN BOOK 10 OF PARCEL MAPS, PAGES 75 AND 76, YOLO COUNTY RECORDS; THENCE FROM SAID POINT OF BEGINNING NORTH 22°46'32" EAST 1000.00 FEET; THENCE SOUTH 67°13'28" EAST 1407.68 FEET; THENCE SOUTH 62°53'39" WEST 305.15 FEET; THENCE SOUTH 53°28'47" WEST 402.96 FEET; THENCE SOUTH 39°32'06" WEST 438.82 FEET; THENCE NORTH 67°13'28" WEST 878.76 FEET TO THE POINT OF BEGINNING.

THIS LEGAL IS MADE PURSUANT TO CERTIFICATE OF COMPLIANCE RECORDED MARCH 18, 2005 AS INSTRUMENT NO. 2005-12509 OF OFFICIAL RECORDS.

EXCEPTING FROM PARCELS ONE THROUGH EIGHT ABOVE THOSE PORTIONS

CONVEYED TO WEST SACRAMENTO AREA FLOOD CONTROL AGENCY, A JOINT POWERS AUTHORITY BY GRANT DEED RECORDED AUGUST 21, 2015 AS INSTRUMENT NO. 2015-0023602 AS REPLACED AND SUPERSEDED BY THAT CORRECTING GRANT DEED RECORDED OCTOBER 20, 2016 AS INSTRUMENT NO. 2016-0030924.

PARCEL NINE: (INTENTIONALLY DELETED)
PARCEL TEN: (INTENTIONALLY DELETED)
PARCEL ELEVEN: (QUIET TITLE)
A PORTION OF SWAMP AND OVERFLOW LAND SURVEY NO. 389 DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWESTERLY CORNER OF THE TRACT OF LAND SHOWN AND DESIGNATED AS "DESIGNATED REMAINDER" ON THE VESTING MAP OF "PARLIN RANCH SOUTHPORT VILLAGE 1C" FILED IN BOOK 2006 OF MAPS, PAGE 67, YOLO

COUNTY RECORDS, SAID CORNER ALSO BEING ON THE SOUTHEASTERLY LINE OF

THE FORMER SACRAMENTO NORTHERN RAILROAD RIGHT OF WAY, NOW KNOWN AS CLARKSBURG BRANCH TRAIL; THENCE FROM SAID POINT OF BEGINNING, ALONG THE SOUTHWESTERLY LINE OF THE "PARLIN RANCH SOUTHPORT VILLAGE 1C" TRACT OF LAND SOUTH 67°13'19" EAST 1,326.85 FEET TO THE SOUTHEASTERLY

CORNER THEREOF, SAID CORNER ALSO BEING ON THE GENERAL

NORTHWESTERLY LINE OF PARCEL B, AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THAT CERTAIN PARCEL MAP FILED IN BOOK 4 OF PARCEL MAPS, PAGE 65, YOLO COUNTY RECORDS; THENCE ALONG SAID GENERAL NORTHWESTERLY LINE OF PARCEL B THE FOLLOWING TWO (2) COURSES:
(1) SOUTH 22°46'14" WEST 7.03 FEET AND
(2) NORTH 67°13'19" WEST 1,326.85 FEET TO THE ABOVE MENTIONED

SOUTHEASTERLY LINE OF THE FORMER SACRAMENTO NORTHERN RAILROAD 438
4854-2507-4643.20 007203.526 A-7
RIGHT OF WAY;
THENCE ALONG SAID RIGHT OF WAY NORTH 22°46'23" EAST 7.03 FEET TO THE POINT OF BEGINNING.

APN: 046-050-063-000 (Affects Portion of Parcels One and Eleven), 046-100-015-000 (Affects Portion of Parcel One),
046-100-003-000 (Affects Parcel Five)
046-100-005-000 (Affects Parcel Seven),
046-100-006-000 (Affects Parcel Six),
046-100-007-000 (Affects Parcel Four), and
046-100-013-000 (Affects Parcel Eight)
439
4854-2507-4643.20 007203.526 B-1
Exhibit B
Liberty Assignment and Assumption Agreement

OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
Attn: City Clerk
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE)

LIBERTY ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS LIBERTY ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made by and between PAIK FAMILY TRUST (“TRUST”), and __________________, a _________________ (“Assignee”).

RECITALS

1. On ________, 2025, the City of West Sacramento and the Trust entered into that certain “Liberty Development Agreement” (the “Development Agreement”). Pursuant to the Development Agreement, the Trust agreed to develop the Property (as that term is defined in the Development Agreement) as set forth in the Development Agreement. The Development Agreement was recorded against the Property in the Official Records of Yolo County on ________________, 2025, as Instrument No. ___________.

2. The Trust intends to convey a portion of the Property to Assignee, commonly referred to as Parcel _________, and more particularly identified and described in Exhibit 1 attached hereto and incorporated herein by this reference (the “Assigned Parcel”).

3. The Trust desires to assign and Assignee desires to assume all of the Trust’s rights, title, interest, burdens and obligations under the Development Agreement with respect to and as related to the Assigned Parcel.
440
4854-2507-4643.20 007203.526 B-2

ASSIGNMENT AND ASSUMPTION
NOW, THEREFORE, the Trust and Assignee hereby agree as follows:

1. The Trust hereby assigns, effective as of its conveyance of the Assigned Parcel to Assignee, [all of the rights, title, interest, burdens and obligations of the Trust under the Development Agreement with respect to the Assigned Parcel.[ or [those rights, title, interest, burdens and obligations of the Trust under the Development Agreement set forth in Exhibit 2 to this Assignment.] The Trust retains all the rights, title, interest, burdens and obligations under the Development Agreement with respect the Property other than [the Assigned Parcel] or [the rights, title, interest, burdens and obligations under the Development Agreement set forth in Exhibit 2 to this Assignment].

2. Assignee hereby assumes all of the rights, title, interest, burdens, and obligations of the Trust under the Development Agreement [with respect to the Assigned Parcel] or [set forth in Exhibit 2 to this Agreement], and agrees to observe and fully perform all of the duties and obligations of the Trust under the Development Agreement [with respect to the Assigned Parcel] or [set forth in Exhibit 2]. The Parties intend hereby that, upon the execution of this Agreement and conveyance of the Assigned Parcel to Assignee, Assignee shall become substituted for the Trust as the “Landowner” under the Development Agreement [with respect to the Assigned Parcel] or [as set forth in Exhibit 2].

3. Assignee understands and agrees that certain obligations under the Development Agreement are triggered by dates. Other obligations are triggered when the development of Dwelling Units within the Project (as those terms are used in the Development Agreement) reaches a certain number. Notwithstanding anything contained in this Assignment, Assignee understands that it will continue to be bound by these triggers unless the Parties to this Assignment, with the prior written consent of the City, agree otherwise.

3. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, successors and assigns.

4. The Notice Address described in the Development Agreement for the Trust with respect to the Assigned Parcel shall be:

TERRY TEEPLE
Project Director – Pacific-Teal Development, LLC
25041 Trailview Terrace
Lake Forest, CA 92630
Paik Family Properties
19818 South Alameda Blvd.

Compton CA 90221-6211
Attn: Nelson Paik

5. This Agreement may be signed in identical counterparts.

IN WITNESS HEREOF, the Parties hereto have executed this Agreement as of this ____ day of __________, 2025.
441
4854-2507-4643.20 007203.526 B-3
“TRUST” “ASSIGNEE”
PAIK FAMILY TRUST ___________________________________
By: _____________________________ By: _____________________________ Name: _____________________________ Name: _____________________________ Its: _____________________________ Its: _____________________________ Dated: _____________________________ Dated: _____________________________ 442
B-4
Exhibit 1
Legal Description
Real property in the City of West Sacramento , County of Yolo, State of California, described as follows: PARCEL ONE: (PUBLIC TRUST TERMINATION PARCEL)

ALL THAT LAND SITUATE IN THE CITY OF WEST SACRAMENTO, COUNTY OF YOLO, STATE OF

CALIFORNIA, BEING PARCEL ONE, PARCEL ONE-A, AND PARCEL TWO OF THAT CERTAIN GRANT DEED RECORDED JANUARY 26, 2012 AS INSTRUMENT NO. 2012-0002616-00, OFFICIAL RECORDS OF YOLO COUNTY; TOGETHER WITH THAT CERTAIN PARCEL OF LAND AS DESCRIBED IN THAT CERTAIN GRANT DEED RECORDED JANUARY 26, 2012 AS INSTRUMENT NO. 2012-0002618-00, OFFICIAL RECORDS OF YOLO COUNTY.

EXCEPTING THEREFROM THAT PORTION OF LAND DESCRIBED AS FOLLOWS:

BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE "N 67°13'28" W 2105.59" AS SHOWN ON THAT CERTAIN MAP FILED DECEMBER 28, 1978 IN BOOK 4 OF PARCEL MAPS AT PAGE 65, YOLO COUNTY RECORDS; THENCE FROM SAID POINT OF BEGINNING ALONG THE SOUTHERLY LINE OF PARCEL B OF SAID MAP, NORTH 67°13'17" WEST 681.34 FEET TO A POINT ON THE NORTHWESTERLY LINE OF THE RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND EASEMENT AS DESCRIBED IN THAT CERTAIN DEED DATED OCTOBER 3, 1912 AND RECORDED IN BOOK 80 OF DEEDS AT PAGE 397, OFFICIAL RECORDS OF YOLO COUNTY; THENCE ALONG SAID NORTHWESTERLY LINE NORTH 36°27'39" EAST 182.84 FEET; THENCE NORTH 67°05'39" EAST 175.30 FEET; THENCE NORTH 48°57'39"EAST
250.00 FEET; THENCE NORTH 18°57'39" EAST 7.14 FEET TO A POINT ON THE SOUTHERLY LINE OF THAT CERTAIN PARCEL AS DESCRIBED IN THAT CERTAIN DEED RECORDED DECEMBER 20, 1957 IN VOLUME 529 PAGE 551, OFFICIAL RECORDS YOLO COUNTY; THENCE LEAVING SAID RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND EASEMENT LINE AND ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID PARCEL, SOUTH 87°56'49" EAST 73.85 FEET; THENCE NORTH 19°26'36" EAST 412.49 FEET TO A POINT ON SAID RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND EASEMENT LINE; THENCE LEAVING SAID EASTERLY LINE AND ALONG THE NORTHWESTERLY LINE OF SAID RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND EASEMENT LINE, NORTH 79°57'39" EAST 215.23 FEET; THENCE NORTH 61°42'39" EAST 250.00 FEET; THENCE NORTH 80°42'39" EAST 690.00 FEET; THENCE SOUTH 76°55'51" EAST 300.30 FEET; THENCE NORTH 55°42'39" EAST 268.24 FEET; THENCE LEAVING SAID RECLAMATION DISTRICT NO. 900 RIGHT OF WAY AND EASEMENT LINE, SOUTH 32°26'49" EAST 239.13 FEET TO A POINT ON THE SOUTHEASTERLY LINE OF SAID PARCEL B; THENCE ALONG THE SOUTHEASTERLY AND EASTERLY LINES OF SAID PARCEL B, SOUTH 59°40'42" WEST 46.85 FEET; THENCE SOUTH 61°28'46" WEST 101.25 FEET; THENCE SOUTH 62°57'43" WEST 148.73 FEET; THENCE SOUTH 01°08'57" WEST 346.76 FEET; THENCE SOUTH 57°59'35" WEST 450.79 FEET; THENCE SOUTH 68°10'32" WEST 1236.97 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION CONVEYED TO WEST SACRAMENTO AREA FLOOD CONTROL AGENCY, A JOINT POWERS AUTHORITY BY GRANT DEED RECORDED JULY 25, 2016 AS INSTRUMENT NO. 2016-0019965.

PARCEL TWO: (INTENTIONALLY DELETED)
PARCEL THREE: (INTENTIONALLY DELETED)
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PARCEL FOUR:

THAT PARCEL OF LAND LYING WITHIN SWAMP LAND SURVEY NO. 283, YOLO COUNTY SURVEYS, DESCRIBED AS FOLLOWS:

FROM THE 3/4 INCH IRON PIPE MARKING THE SOUTHEASTERLY CORNER OF JEFFERSON

SUBDIVISION AND THE NORTHEASTERLY CORNER OF BOULEVARD SUBDIVISION, SAME BEING

LOCATED ON THE CENTER LINE OF ANTIOCH AVENUE, AS SAID SUBDIVISIONS APPEAR OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY, IN MAP BOOK 2, AT PAGES 85 AND 74 RESPECTIVELY, AND EXTENDING THENCE EAST 15.63 FEET TO A 3/4 INCH

IRON PIPE MONUMENT THAT IS ON THE CENTER LINE OF DAVIS ROAD, AS SAME EXTENDS SOUTH 66 DEG. 55' 20" EAST, TOWARD THE SACRAMENTO RIVER; THENCE SOUTH 66 DEG. 55' 20" EAST ALONG THE CENTER LINE OF SAID DAVIS ROAD, A DISTANCE OF 2689.16 FEET TO A POINT MARKED BY A 3/4 INCH BY 40 INCH IRON PIPE WHICH IS THE POINT OF BEGINNING, NORTH 23 DEG. 03' 40" EAST, 442.75 FEET TO A POINT MARKED BY A 1 1/2 INCH IRON PIPE; THENCE SOUTH 66 DEG. 55' 20" EAST ALONG A LINE PARALLEL WITH THE CENTER LINE OF SAID DAVIS ROAD, A DISTANCE OF 906.56 FEET TO A POINT MARKED BY A 2 INCH IRON PIPE AND SITUATE IN THE WESTERLY LINE OF THE RIGHT OF WAY OF RECLAMATION DISTRICT NO. 900, FOR RECLAMATION PURPOSES; THENCE DOWN AND ALONG SAID WESTERLY LINE OF SAID RIGHT OF WAY FOR RECLAMATION PURPOSES, SOUTH 6 DEG. 00' WEST, 155.30 FEET; THENCE SOUTH 3 DEG. 30' EAST, 320.00 FEET; THENCE SOUTH 15 DEG. 30' EAST, 10.39 FEET TO THE POINT OF INTERSECTION WITH THE CENTER LINE OF SAID DAVIS ROAD; THENCE

LEAVING THE SAID WESTERLY LINE OF SAID RIGHT OF WAY FOR RECLAMATION PURPOSES, AND EXTENDING NORTH 66 DEG. 55' 20" WEST ALONG THE CENTER LINE OF SAID DAVIS ROAD, A DISTANCE OF 1101.70 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION.

ALSO ALL THAT REAL PROPERTY THAT LIES TO THE EAST OF AND ADJACENT TO THE

HEREINABOVE DESCRIBED TRACT AND ADJACENT TO THE WESTERLY BANK OF THE

SACRAMENTO RIVER AND WITHIN THE PROLONGATION OF THE SOUTHWESTERLY AND NORTHEASTERLY LINES OF THE HEREINABOVE DESCRIBED TRACT. (THE MAP WHEREON THE HEREINABOVE DESCRIBED TRACT IS DELINEATED, APPEARS OF RECORD IN THE OFFICE OF THE RECORDER OF YOLO COUNTY, IN BOOK 5 OF MAPS AND SURVEYS, AT PAGE 38.)

EXCEPTING THEREFROM THOSE PARCELS OF LAND DESCRIBED IN THE DEED TO THE COUNTY OF YOLO, RECORDED APRIL 24, 1970, IN BOOK 941, PAGE 410, OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:
(3) COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF DAVIS ROAD WITH COURSE NO. 10 OF THE RECLAMATION DISTRICT 900 WESTERLY RIVER LEVEE RIGHT OF WAY LINE AS SHOWN IN DETAIL ON THE RECORD OF SURVEY FOR BONDHOLDERS COMMITTEE PARCEL NO. 4, FILED IN BOOK 10 OF MAPS AND SURVEYS AT PAGE 43 IN ;THE OFFICE OF THE RECORDER OF THE COUNTY OF YOLO; THENCE NORTHERLY ALONG SAID RIVER LEVEE RIGHT OFWAY LINE THE FOLLOWING TWO COURSES:
91) NORTH 15 DEG. 48' 00" WEST 10.39 FEET, (2) NORTH 03 DEG. 48' 00" WEST 18.87 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF SAID DAVIS ROAD, THE TRUE POINT OF BEGINNING; THENCE WESTERLY ALONG SAID NORTHERLY RIGHT OF WAY LINE NORTH 67 DEG. 13' 28" WEST 369.28 FEET; THENCE NORTH 22 DEG. 46' 32" EAST 4.00 FEET; THENCE SOUTH 75 DEG. 39' 14" EAST 345.67 FEET TO SAID WESTERLY RIVER LEVEE RIGHT OF WAY LINE; THENCE SOUTHERLY ALONG SAID RIVER LEVEE RIGHT OF WAY LINE SOUTH 03 DEG. 48' 00" EAST 61.13 FEET TO THE TRUE POINT OF BEGINNING.
(4) COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF DAVIS ROAD WITH COURSE NO. 10 OF THE RECLAMATION DISTRICT 900 WESTERLY RIVER LEVEE RIGHT OF WAY LINE AS

SHOWN IN DETAIL ON THE RECORD OF SURVEY FOR BONDHOLDERS COMMITTEE PARCEL NO. 4, FILED IN BOOK 10 OF MAPS AND SURVEYS AT PAGE 43 IN THE OFFICE OF THE RECORDER OF THE COUNTY OF YOLO, CALIFORNIA; THENCE NORTHERLY ALONG SAID RIVER

LEVEE RIGHT OF WAY LINE THEFOLLOWING
444
4854-2507-4643.20 007203.526 B-6
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TWO COURSES: (1) NORTH 15 DEG. 48' 00" WEST 10.39 FEET, (2) NORTH 03 DEG. 48' 00" WEST

80.00 FEET TO THE NORTHERLY LINE OF ABOVE DESCRIBED PARCEL 1, THE TRUE POINT OF BEGINNING; THENCE WESTERLY ALONG SAID NORTHERLY LINE NORTH 75 DEG. 39' 14" WEST 345.67 FEET THENCE SOUTH 22 DEG. 46' 32" WEST 4.00 FEET TO THE NORTHERLY RIGHT OF WAY LINE OF DAVIS ROAD; THENCE WESTERLY ALONG SAID NORTHERLY RIGHT OF WAY LINE NORTH 67 DEG. 13' 28" WEST

15.00 FEET; THENCE NORTH 22 DEG. 46' 32" EAST 16.95 FEET; THENCE SOUTH 75 DEG. 39' 14" EAST
353.69 FEET TO SAID WESTERLY RIVER LEVEE RIGHT OF WAY LINE; THENCE SOUTHERLY ALONG SAID RIVER LEVEE RIGHT OF WAY LINE SOUTH 03 DEG. 48' 00" EAST 15.79 FEET TO THE TRUE POINT OF BEGINNING.

PARCEL FIVE:

FROM THE 3/4 INCH IRON PIPE MARKING THE SOUTHEASTERLY CORNER OF JEFFERSON

SUBDIVISION AND THE NORTHEASTERLY CORNER OF BOULEVARD SUBDIVISION, THE SAME

BEING LOCATED ON THE CENTER LINE OF ANTIOCH AVENUE, AS SAID SUBDIVISIONS

RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY, IN MAPS AND SURVEYS 5 AT PAGE 38; THIS LAST MENTIONED POINT BEING THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 23 DEG. 04' 40" EAST A DISTANCE OF 2256.87 FEET TO 1 1/2 INCH IRON PIPE MONUMENT; THENCE NORTH 66 DEG. 55' 20" WEST A DISTANCE OF 385.54 FEET TO A 1 1/4 INCH BY 4 FEET STEEL AXLE; THENCE SOUTH 23 DEG. 04' 40" WEST PARALLEL TO THE FIRST COURSE OF THIS DESCRIPTION, A DISTANCE OF 2256.87 FEET TO 3/4 INCH IRON PIPE, SAID PIPE BEING ON THE CENTER LINE OF DAVIS ROAD EXTENSION; THENCE SOUTH 66 DEG. 55' 20" EAST ALONG THE CENTER LINE OF DAVIS ROAD EXTENSION A DISTANCE OF 385.54 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION.

PARCEL SIX:

ALL THAT CERTAIN 0.35 ACRE PARCEL OF LAND AS SHOWN ON MAPS AND SURVEYS BOOK 10, AT PAGE 34 IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF YOLO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEASTERLY CORNER OF JEFFERSON BOULEVARD AND THE

NORTHEASTERLY CORNER OF BOULEVARD SUBDIVISION, SOME BEING LOCATED ON THE

CENTER LINE OF ANTIOCH AVENUE, AS SAID SUBDIVISIONS APPEAR OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY IN MAP BOOK 2 AT PAGES 85 AND 74, RESPECTIVELY, THENCE EXTENDING EAST 15.63 FEET TO A POINT ON THE CENTER LINE OF DAVIS ROAD; THENCE ALONG THE CENTER LINE OF DAVIS ROAD S 66 DEG. 55' 20" E 2689.16 FEET; THENCE N 27 DEG. 03' 40" E 442.75 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID POINT OF BEGINNING N 23 DEG. 03' 40" E 34.00 FEET; THENCE S 77 DEG. 44' 40" E 258.00 FEET; THENCE S 12 DEG. 15' 20" W 83.93 FEET; THENCE N 66 DEG. 55' 20" W 269.17 FEET; TO THE POINT OF BEGINNING.
445
4854-2507-4643.20 007203.526 B-7
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Page Number: 14

EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO THE DOMESTIC

WELL AND PUMPING PLANT LOCATED ON THE ABOVE DESCRIBED PROPERTY TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS THERETO.

ALSO EXCEPTING THEREFROM THE RIGHT OF INGRESS AND EGRESS FOR DRIVEWAY PURPOSES, OVER A STRIP OF LAND 25 FEET IN WIDTH WHICH IS PARALLEL WITH AND CONTIGUOUS WITH THE WESTERLY LINE OF THE ABOVE DESCRIBED 0.35 ACRE PARCEL OF LAND.

PARCEL SEVEN:

FROM THE 3/4 INCH IRON PIPE MARKING THE SOUTHEASTERLY CORNER OF JEFFERSON

SUBDIVISION AND THE NORTHEASTERLY CORNER OF BOULEVARD SUBDIVISION, SAME

BEING LOCATED ON THE CENTER LINE OF ANTIOCH AVENUE, AS SAID SUBDIVISIONS

APPEAR OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY IN MAP BOOK 2 AT PAGES 85 AND 74, RESPECTIVELY, AND EXTENDING THENCE EAST 15.63 FEET TO A 3/4 INCH IRON PIPE MONUMENT THAT IS ON THE CENTER LINE OF DAVIS ROAD AS SAME EXTENDS SOUTH 66 DEG. 55' 20" EAST TOWARD THE SACRAMENTO RIVER; THENCE SOUTH 66 DEG. 55' 20" EAST ALONG THE CENTER LINE OF SAID DAVIS ROAD A DISTANCE OF 2689.16 FEET TO A POINT MARKED BY A 3/4 INCH BY 40 INCH IRON PIPE; THENCE NORTH 23 DEG. 03' 40" EAST A DISTANCE OF 442.75 FEET TO A POINT MARKED BY A 1 1/2 INCH IRON PIPE, WHICH IS THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE CONTINUING NORTH 23 DEG. 03' 40" EAST ALONG A PROPERTY LINE A DISTANCE OF 814.12 FEET TO A 1 1/2 INCH IRON PIPE; THENCE SOUTH 66 DEG. 55' 20" EAST ALONG A LINE PARALLEL WITH THE CENTER LINE OF DAVIS ROAD A DISTANCE OF 786.69 FEET TO A POINT MARKED BY A 1 1/2

INCH IRON PIPE SITUATE IN THE WESTERLY LINE OF THE RIGHT OF WAY OF RECLAMATION DISTRICT NO. 900 FOR RECLAMATION PURPOSES; THENCE DOWN AND ALONG SAID WESTERLY LINE OF SAID RIGHT OF WAY FOR RECLAMATION PURPOSES SOUTH 39 DEG.

WEST 51.89 FEET TO A POINT MARKED BY A 3/4 INCH IRON PIPE; THENCE SOUTH 31 DEG. 04' WEST A DISTANCE OF 198.65 FEET TO A POINT MARKED BY A 1 INCH IRON PIPE; THENCE ON AND ALONG SAME COURSE SOUTH 31 DEG. 04' WEST AN ADDITIONAL

36.41 FEET TO A POINT MARKED BY A 2 INCH IRON PIPE; THENCE ON AND ALONG SAID COURSE NORTH 66 DEG. 55' 20" WEST AN ADDITIONAL DISTANCE OF 870.15 FEET TO THE POINT OF BEGINNING OF THIS DESCRIPTION.

ALSO ALL THAT REAL PROPERTY THAT LIES TO THE EAST OF AND ADJACENT TO THE

HEREINABOVE DESCRIBED TRACT AND ADJACENT TO THE WESTERLY BANK OF THE

SACRAMENTO RIVER AND WITHIN THE PROLONGATION OF THE NORTHEASTERLY AND SOUTHWESTERLY LINES OF THE HEREINABOVE DESCRIBED TRACT. (THE MAP WHEREON THE HEREINABOVE DESCRIBED TRACT IS DELINEATED, APPEARS OF RECORD IN THE OFFICE OF THE RECORDER OF YOLO COUNTY, IN BOOK 5 OF MAPS AND SURVEYS, AT PAGE 38.)

EXCEPTING THEREFROM
ALL THAT CERTAIN 0.35 ACRE PARCEL OF LAND AS SHOWN ON MAPS AND SURVEYS BOOK 10, AT PAGE 34 IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF YOLO, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEASTERLY CORNER OF JEFFERSON SUBDIVISION AND THE

NORTHEASTERLY CORNER OF BOULEVARD SUBDIVISION, SAME BEING LOCATED ON THE 446
4854-2507-4643.20 007203.526 B-8

CENTERLINE OF ANTIOCH AVENUE, AS SAID SUBDIVISION APPEAR OF RECORD IN THE OFFICE OF THE COUNTY RECORDER OF YOLO COUNTY IN MAP BOOK 2 AT PAGES 85 AND 74, RESPECTIVELY, THENCE EXTENDING EAST 15.63 FEET TO A POINT ON THE CENTER LINE OF DAVIS ROAD; THENCE ALONG THE CENTER LINE OF DAVIS ROAD S. 66 DEG. 55' 20" E. 2689.16 FEET; THENCE N. 23 DEG. 03' 40" E
442.75 FEET TO THE TRUE POINT OF BEGINNING; THENCE FROM SAID POINT OF BEGINNING N 23 DEG. 03' 40" E 34.00 FEET; THENCE S 77 DEG. 44' 40" E 258.00 FEET; THENCE S 12 DEG. 15' 20" W

83.93 FEET; THENCE N 66 DEG. 55' 20" W 269.17 FEET; TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO THE DOMESTIC

WELL AND PUMPING PLANT LOCATED ON THE ABOVE DESCRIBED PROPERTY TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS THERETO. ALSO EXCEPTING THEREFROM THE RIGHT OF INGRESS AND EGRESS FOR DRIVEWAY PURPOSES, OVER A STRIP OF LAND 25

FEET IN WIDTH WHICH IS PARALLEL WITH AND CONTIGUOUS WITH THE WESTERLY LINE OF THE ABOVE DESCRIBED 0.35 ACRE PARCEL OF LAND.

PARCEL EIGHT:

BEGINNING AT THE MOST WESTERLY CORNER OF PARCEL 1, AS SHOWN ON PARCEL MAP NO. 3672, FILED FOR RECORD IN BOOK 10 OF PARCEL MAPS, PAGES 75 AND 76, YOLO COUNTY RECORDS; THENCE FROM SAID POINT OF BEGINNING NORTH 22°46'32" EAST 1000.00 FEET; THENCE SOUTH 67°13'28" EAST 1407.68 FEET; THENCE SOUTH 62°53'39" WEST 305.15 FEET; THENCE SOUTH
53°28'47" WEST 402.96 FEET; THENCE SOUTH 39°32'06" WEST 438.82 FEET; THENCE NORTH 67°13'28" WEST 878.76 FEET TO THE POINT OF BEGINNING.

THIS LEGAL IS MADE PURSUANT TO CERTIFICATE OF COMPLIANCE RECORDED MARCH 18, 2005 AS INSTRUMENT NO. 2005-12509 OF OFFICIAL RECORDS.

EXCEPTING FROM PARCELS ONE THROUGH EIGHT ABOVE THOSE PORTIONS CONVEYED

TO WEST SACRAMENTO AREA FLOOD CONTROL AGENCY, A JOINT POWERS AUTHORITY BY GRANT DEED RECORDED AUGUST 21, 2015 AS INSTRUMENT NO. 2015-0023602 AS

REPLACED AND SUPERSEDED BY THAT CORRECTING GRANT DEED RECORDED OCTOBER 20, 2016 AS INSTRUMENT NO. 2016-0030924.

PARCEL NINE: (INTENTIONALLY DELETED)
PARCEL TEN: (INTENTIONALLY DELETED)
PARCEL ELEVEN: (QUIET TITLE)
A PORTION OF SWAMP AND OVERFLOW LAND SURVEY NO. 389 DESCRIBED AS FOLLOWS:

SAID CORNER ALSO BEING ON THE SOUTHEASTERLY LINE OF THE FORMER SACRAMENTO NORTHERN RAILROAD RIGHT OF WAY, NOW KNOWN AS CLARKSBURG BRANCH TRAIL;

THENCE FROM SAID POINT OF BEGINNING, ALONG THE SOUTHWESTERLY LINE OF THE "PARLIN RANCH SOUTHPORT VILLAGE 1C" TRACT OF LAND SOUTH 67°13'19" EAST 1,326.85

FEET TO THE SOUTHEASTERLY CORNER THEREOF, SAID CORNER ALSO BEING ON THE

GENERAL NORTHWESTERLY LINE OF PARCEL B, AS SAID PARCEL IS SHOWN AND SO DESIGNATED ON THAT CERTAIN PARCEL MAP FILED IN BOOK 4 OF PARCEL MAPS, PAGE 65, 447
4854-2507-4643.20 007203.526 B-9
YOLO COUNTY RECORDS;

THENCE ALONG SAID GENERAL NORTHWESTERLY LINE OF PARCEL B THE FOLLOWING TWO (2) COURSES:
(3) SOUTH 22°46'14" WEST 7.03 FEET AND
(4) NORTH 67°13'19" WEST 1,326.85 FEET TO THE ABOVE MENTIONED SOUTHEASTERLY LINE OF THE FORMER SACRAMENTO NORTHERN RAILROAD RIGHT OF WAY; THENCE ALONG SAID RIGHT OF WAY NORTH 22°46'23" EAST 7.03 FEET TO THE POINT OF BEGINNING.

APN: 046-050-063-000 (Affects Portion of Parcels One and Eleven), 046-100-015-000 (Affects Portion of Parcel One), 046-100-003-000 (Affects Parcel
Five) 046-100-005-000 (Affects
Parcel Seven), 046-100-006-000
(Affects Parcel Six),
046-100-007-000 (Affects Parcel Four), and 046-100-013-000 (Affects Parcel Eight) 448
4854-2507-4643.20 007203.526 B-10
Exhibit 2
Development Agreement
449
4854-2507-4643.20 007203.526 C-1
Exhibit C
Memorandum of Development Agreement
Recording Requested by and
When Recorded Return to:

City of West Sacramento
1110 West Capitol Avenue
West Sacramento, California 95691
No recording fee required pursuant to Government Code Section 27383 SPACE ABOVE THIS LINE FOR RECORDER’S USE

MEMORANDUM OF DEVELOPMENT AGREEMENT
THIS MEMORANDUM OF DEVELOPMENT AGREEMENT is made this ___ day of ____, 2025, by and between the CITY OF WEST SACRAMENTO (“City”) and the PAIK FAMILY TRUST (“Landowner”), collectively referred to as the “Parties.” City and Landowner are Parties to that certain “Development Agreement” dated ____________ (the “Development Agreement”), the terms and conditions of which are hereby incorporated by this reference as if set forth in full herein. The Development Agreement controls the development of that certain real property, including improvements thereto, situated in the County of Yolo, State of California, and described in Exhibit A (the “Property”):
“CITY” “LANDOWNER”

CITY OF WEST SACRAMENTO PAIK FAMILY TRUST
By: _____________________________ By: _____________________________ Name: _____________________________ Name: _____________________________ Its: _____________________________ Its: _____________________________ Dated: ________________________,2025 Dated: ________________________,2025 ATTEST: APPROVED AS TO FORM:
___________________________________ ___________________________________ Jennifer Cusmir, City Clerk Jeffrey A. Mitchell, City Attorney 450
4854-2507-4643.20 007203.526 D-1
Exhibit D
Sample Fee Credit Assignment Letter
451
Fee Assignment #
Fee Assignment Execution Date:

Project Name:

Program Number:

Developer:

Address:

Contact:

DRA Status:

DRA Expiration Date:

Summary of DRA
Item Amount
Total Reimburseable Amount Per DRA
Credits Received to Date
Cash Payments to Date
Amount to be Reimbursed thru Cash Payment in the Future Amount of Credits Transferred Out
Remaining Reimburseable Amount (Eligible for Credits) $0 Authorization of Credits Earned (Indexed to Year:______, ENR CCI = ______) Item (Lot #s) # of Lots
Sub-Component
Credit
Total Credit
Amount
Sewer - Local $0
Storm Drain-Sub Basin (fill in) $0
Traffic $0
Water - Transmission & Storage $0
Parks - Neighborhood $0
Parks - Community $0
Total Amount of Authorized Credits Earned 0 $0 $0
Authorization of Credits Transferred In (Indexed to Year:_______) Item Lot #'s # of Lots
Sub-Component
Credit
Total Credit
Amount
Sewer - Local
Storm Drain-Sub Basin (fill in)
Traffic
Water - Transmission & Storage
Parks - Neighborhood
Parks - Community $0
Total Amount of Authorized Credits Transferred In $0 $0 $0 This letter hereby authorizes the use of credits by ______________________________________ within the ________ ____________ subdivision as described above. Credits may not be applied to other subdivisons, lots, or developments not identified in this fee assignment letter. This fee assignment letter should be presented to the Building Division at the time of building permit application for the appropriate calculation of impact fees.

Signatures:
(Developer contact)
Roberta Raper, Director of Adminstrative Services
Fee Assignment Letter Prepared By: Development Engineering Fee Assignment Letter Reviewd By: Public Finance Division Additional Information / Notes:

Note
Per DRA
Per DRA
Per Tracking
Per DRA (Fees Paid)
Per DRA to ______________
452
4854-2507-4643.20 007203.526 E-1
Exhibit E
WUSD Property Exchange Agreement
453
454
455
456
457
458
459
460
461
462
463
464
465
ATTACHMENT 9
ORDINANCE 25-4

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF WEST SACRAMENTO APPROVING

THE DEVELOPMENT AGREEMENT BETWEEN THE CITY AND
SUE K. PAIK, AS TRUSTEE OF THE SURVIVOR’S TRUST CREATED UNDER THE YOUNG J. PAIK FAMILY TRUST, PERTAINING TO THE LIBERTY PROJECT WHEREAS, Sue K. Paik, As Trustee Of The Survivor’s Trust Created Under The Young J. Paik Family Trust, has initiated a proposed Liberty Project (“Project”), which covers APNs 46- 050-058, 046-050-073, 046-050-083, 046-050-084, 046-100-003, 046-100-006, 046-100-015, 046-100-016, 046-100-019, and 046-100-022 and includes amending the City of West Sacramento General Plan Land Use Diagram from the current general plan designations to designations reflecting those in the Liberty Specific Plan Land Use Plan; adopting the Liberty Specific Plan; amending the West Sacramento Zoning Code to replace the current Zoning Map designations and Zoning Code text with notations referring to the land use and development standards defined in the Liberty Specific Plan; amending the Southport Framework Plan Land Use Map to reflect the Liberty Specific Plan Land Use Plan; approving a Development Agreement; and approving a Vesting Tentative Subdivision Map; and
WHEREAS, on January 30, 2025, the City of West Sacramento Planning Commission conducted a public hearing and adopted Resolution 25-2PC, recommending among other things, the City Council approve the Development Agreement.

WHEREAS, on April 30, 2025, the City of West Sacramento City Council conducted a duly noticed public hearing on the proposed Development Agreement and has duly considered all information presented; and
WHEREAS, the City of West Sacramento Planning Commission, by Resolution 25-1PC, has reviewed and certified the FEIR (SCH#2016052012), adopted the Findings of Fact/Statement of Overriding Considerations, and adopted the Mitigation Monitoring and Reporting Program for the Project in accordance with CEQA; and
The City Council of the City of West Sacramento does ordain as follows:

Section 1. Purpose and Authority. The purpose of this Ordinance is to approve the Development Agreement between the City and Sue K. Paik, as Trustee of The Survivor’s Trust Created Under The Young J. Paik Family Trust. This Ordinance is authorized pursuant to Government Code Section 65864 through 65869.5 and Resolution No. 88-111 of the City of West Sacramento.

Section 2 Findings. In adopting this Ordinance, the City Council makes the following findings:
(a) The proposed Development Agreement is consistent with the objectives, policies, general land uses, and programs specified in the General Plan, the Liberty Specific Plan, and the Southport Framework Plan; and
(b) The proposed Development Agreement will not be detrimental to the health, safety, and general welfare of persons residing in the immediate area or detrimental to the general welfare of the residents of the City as a whole; and
(c) The proposed Development Agreement will not adversely affect the orderly development of property or preservation of property values; and
(d) The proposed Development Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5 and Resolution 88-111, as amended by Resolution 96-62.

Section 3. Severability. If any provision or section of this Ordinance is determined to be unenforceable, invalid, or unlawful, such determination shall not affect the enforceability of the remaining provisions of the Ordinance.
466
Section 4. Effective Date and Publication. This Ordinance shall take effect thirty (30) days after its adoption, and pursuant to Resolution 99-46, shall be published in summary format prior to adoption and a summary shall be published within fifteen (15) days after adoption in a paper of general circulation published and circulated in the City of West Sacramento.

PASSED AND ADOPTED by the City Council of the City of West Sacramento this _____ day of _______ by the following votes:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Martha Guerrero, Mayor
ATTEST: APPROVED AS TO FORM:
_________________________ _______________________
Jennifer Cusmir, City Clerk Jeffery Mitchell, City Attorney 467

were not]
was not]

2. _______________________________________
_________________________________________ _______________________________________ ___________________________________________________________________________________ Notice of Determination Appendix D
To: From:

Office of Planning and Research Public Agency: ___________________________ U.S. Mail: Address: ________________________________
P.O. Box 3044
Sacramento, CA 95812-3044
Street Address:
1400 Tenth St., Rm 113
Sacramento, CA 95814
_______________________________________
Contact: _________________________________
Phone: __________________________________
County Clerk
Lead Agency (if different from above): County of: _________________________________ Address: __________________________________ Address: ________________________________ Contact: _________________________________
Phone: __________________________________
SUBJECT: Filing of Notice of Determination in compliance with Section 21108 or 21152 of the Public Resources Code.

State Clearinghouse Number (if submitted to State Clearinghouse):______________________________ Project Title: _________________________________________________________________________ Project Applicant: _____________________________________________________________________ Project Location (include county):_________________________________________________________ Project Description:

This is to advise that the ____________________________________________ has approved the above ( Lead Agency or Responsible Agency)
described project on _______________ and has made the following determinations regarding the above (date)
described project.

1. The project [ will will not] have a significant effect on the environment.

2. An Environmental Impact Report was prepared for this project pursuant to the provisions of CEQA.

A Negative Declaration was prepared for this project pursuant to the provisions of CEQA.

3. Mitigation measures [ were made a condition of the approval of the project.

4. A mitigation reporting or monitoring plan [ was was not] adopted for this project.

5. A statement of Overriding Considerations [ was adopted for this project.

6. Findings [ were were not] made pursuant to the provisions of CEQA.

This is to certify that the final EIR with comments and responses and record of project approval, or the negative Declaration, is available to the General Public at:

Signature (Public Agency): _____________________________ Title: ____________________________ Date: _______________________________ Date Received for filing at OPR: ____________________ Authority cited: Sections 21083, Public Resources Code.

Reference Section 21000-21174, Public Resources Code. 468 Revised 2011

CITY COUNCIL AGENDA REPORT
MEETING DATE: April 30, 2025 ITEM # 16
SUBJECT:

PUBLIC HEARING TO CONSIDER OBJECTIONS TO THE PROPOSED REMOVAL OF WEEDS
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Bryan Jonson, Fire Marshal
Fire Department
ATTACHMENT [ ] Yes [X] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The purpose of this hearing is to consider the objections of any parcel owner with respect to being included in the weed abatement program. Property owners have the option of voluntarily clearing the lots themselves prior to May 10, 2025, to avoid the special assessment tax against the parcel(s).

RECOMMENDED ACTION
Staff respectfully recommends that the City Council conduct the public hearing to consider objections to the proposed removal of weeds and direct staff to proceed with the 2025 weed abatement program.

BACKGROUND
On April 9, 2025, the City Council adopted Resolution 25-35, beginning the weed abatement process. On that date, the Council also approved a Public Hearing set for April 30, 2025, to hear objections from citizens regarding the weed abatement program. The City Council directed the Fire Department to provide written notice to all property owners identified in Resolution 25-35 by April 10, 2025. The purpose of this hearing is to consider objections from parcel owners with respect to being included in the weed abatement program.

ANALYSIS
In order to reduce the threat of vegetation fires in the coming months, the weed abatement program provides the structure to require property owners to mitigate nuisance properties; and for those who do not, provides us with the authority to abate as necessary. This public hearing is a necessary step in the process to eliminate the fire threat of nuisance vegetation.

The cost of weed abatement services performed by the City will be charged as a special assessment against the parcel property tax roll. Property owners have the option of voluntarily clearing the lots themselves prior to May 10, 2025, to avoid the assessment. Over 1,200 properties were sent notices and sites are currently being voluntarily abated.

Environmental Considerations
This item is not a project that is subject to CEQA, because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines § 15060(c), § 15378(a).)
Commission Recommendation
Not Applicable
Strategic Plan Integration
This program assists the City in its efforts to reduce local climate vulnerability. By minimizing the fuel load in West Sacramento, this program will subsequently reduce the number of fires and smoke that pollute the atmosphere.

Alternatives
The public could be encouraged to object by way of written correspondence rather than being required to attend a public hearing.

Coordination and Review
The West Sacramento Fire Department is coordinating the weed abatement program. 469
Public Hearing to Consider Objections to the Proposed Removal of Weeds April 30, 2025

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Budget/Cost Impact
None

ATTACHMENT
None
470
4897-1845-4323.1 007203.004

FINALCITY COUNCIL AGENDA REPORT
MEETING DATE: April 30, 2025 ITEM # 17
SUBJECT:

CONSIDERATION OF APPROVAL OF RESOLUTION 25-42 UPDATING THE CITY OF

WEST SACRAMENTO BOOK OF FEES FOR WATERFRONT ACTIVITIES
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [X] Staff
[ ] Other
Erin Ayala, Business Manager
Parks and Recreation Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X ] Action

OBJECTIVE
The objective of this report is to provide the City Council with information to consider adoption of Resolution 25-42 which updates the Book of Fees for use of the Etenesh Zeleke Public Dock for waterfront activities.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council adopt Resolution 25-42 (Attachment updates the Book of Fees for use of the Etenesh Zeleke Public Dock.

BACKGROUND
In 1982, prior to the City’s incorporation in 1987, Tom Raley installed steel pilings, a floating wooden dock, gangway, and a walkway from the top of the levee to the Sacramento River under a lease from the California State Lands Commission. The dock originally served as a personal boat dock for the Raley family and later served as a mooring and boarding area for the tour boat Elizabeth Louise and as a stop for the River Otter Water Taxi Service.

In 2002, the City of West Sacramento entered into a Docking Agreement with the Raley family. In 2008, the dock was deemed unsafe, and all use was discontinued. In 2010, the City executed an Option Agreement for the River One property for a potential hotel project. As part of the Option Agreement, the City agreed to assume the in-stream dock and the associated State Lands Lease (PRC 6002.1).

In October 2011, a Notice of Violation was issued by the Central Valley Flood Protection Board (CVFPB) for the immediate removal of the floating docks and gangways because they posed a threat to public safety and to the State’s flood control system. The steel pilings were allowed to remain in the floodway, provided they were properly marked for visibility and for boat traffic. In January 2012, the City entered into a new California State Lands Lease (PRC 6002.9) to authorize the emergency removal of the dock, and the dock was removed.

In July 2017, the City successfully submitted a grant application to the California Department of Boating and Waterways for the Boating Infrastructure Grant Program. In February 2019, the Project was awarded $1.5 million and was one of five projects awarded nationally.

In July 2019, a Contract for Construction Services was awarded to The Dutra Group to construct the Etenesh Zeleke Public Boat Dock (the “Dock”). Due to the unexpected increase in costs, challenging construction windows along the waterfront and the COVID-19 pandemic, construction of the Dock spanned two construction seasons and was completed February 2021.

The Dock was intended to provide safe daily and overnight dockage for transient boaters, an amenity that has not been available in West Sacramento for over a decade, providing boaters with the option of tying up directly to the West Sacramento shore, and providing easy access to Washington and Bridge District eateries.

On May 5, 2021, the City Council adopted Ordinance 21-5, allowing the City to regulate boating and public boat dock facilities on the Sacramento River, and Resolution 21-28 established the Book of Fees for Waterfront Activities. The fees that were adopted were associated with overnight stays, defined as stays between 9:00 pm and 6:00 am, seven days a week, including holidays. To maximize efficient use of the Dock, staff recommended a flat rate of $34 per night during the boating season, from May 26 (Memorial Day) – September 1 (Labor Day), and $24 per night during the non-boating season. Berthing permits were to be issued through the ParkMobile App, which is currently used by the City and nearby operators to facilitate parking transactions. 471
Consideration of Resolution 25-42
April 30, 2025

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4897-1845-4323.1 007203.004
The Dock was opened to the public for docking for the 2021 boating season, and City staff experienced many challenges associated with managing a public boat dock. Without staff managing the dock, there was no ability to regulate dock use. Berthing permit fees were not being paid, and overnight guests were refusing to leave, despite citations and attempted enforcement actions. Ultimately, in September 2024, the City shut down the Dock in preparation for the Ironman California 2024. The City elected to keep the dock closed until the 2025 boating season, in order to complete required dock maintenance and develop a plan for managing the Dock.

ANALYSIS
City staff have been working collaboratively with the City of Sacramento to develop a uniformed approach and establish a consistent mechanism for managing the respective public boat docks. This requires a similar fee structure associated with berthing permits, including exploring the possibility of employing a dock attendant during the boating season. Staff spoke with local marina owners and boaters and developed a fee structure that would allow for berthing during the day for four-hour increments, between the hours of 7:00 am and 9:00 pm during the boating season (see Attachment A). Guests would be charged $10 per tie up cleat, for each fourhour period. Tie-up extending beyond the four-hour period would trigger a charge for the next four-hour period, and no overnight permits would be allowed. Guests extending their stay beyond 9:00 pm, would be subject to a citation, fine, and potentially towing.

Environmental Considerations
This action is not subject to CEQA because it involves the establishment, modification, structuring, restructuring, or approval of rates, tolls, fares, or other charges by public agencies which the public agency finds are for the purpose of meeting operating expenses; and the creation of government funding mechanisms or other government fiscal activities that do not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment. (California Pub. Res. Code section 21080; CEQA Guidelines section 15378).

Commission Recommendation
Although specific municipal code and fee updates have not been presented to the Parks, Recreation, and Intergenerational Commission, there has been general support by the Commission for future actions needed to regulate the new dock facility, including establishing permits, fees and enforcement actions.

Strategic Plan Integration
This project supports the City Council’s 2019 Strategic Plan Goal, West Sacramento: A Preferred Place to Live, Work, and Play by offering a new recreation amenity that also supports economic development. Additionally, the Dock, and any updates to the Municipal Code to support its ongoing operations, was included in the 2019 Parks, Recreation and Open Space Master and supported by City Council as part of the City’s 2019 Strategic Plan Management Agenda High Priority item: “Parks, Recreation and Open Space Master Plan Implementation.” Alternatives
Staff recommend the City Council approve the Recommended Action.

Alternatively, the City Council could modify the recommendation in one or more of the following ways:

1. Propose addition modification to the fees and direct staff to return at a future date with additional information and/or a modified fee schedule; or

2. Decline to take action on this item, and direct staff to discontinue work on the proposed fees.

Staff does not recommend Alternative 1 or 2 because they could delay the opening of the dock and/or result in challenges to the operations and maintenance of the Dock.

Coordination and Review
The proposed fee was coordinated with the City Attorney’s Office, Parking Enforcement and the Finance Department.

Budget/Cost Impact
Staff conservatively estimate that the Dock will reach approximately 50% capacity on weekends during the boating season, generating approximately $5,000 in gross revenue per year or more. Enforcement of Berthing Permits for the Dock will be managed by employing a dock attendant. The anticipated revenues and any additional enforcement costs will be incorporated in the upcoming biennial budget. Staff will assess actual collections and revenues over the next year after the Dock opens and recommend changes in the budget as needed.
472
Consideration of Resolution 25-42
April 30, 2025

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ATTACHMENTS

1. Resolution 25-42

2. Exhibit A-1: Book of Fees – Waterfront Activities (Red-line)

3. Exhibit A-2: Book of Fees – Waterfront Activities (Proposed) 473
RESOLUTION 25-42

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

APPROVING AN UPDATE TO THE BOOK OF FEES FOR WATERFRONT ACTIVITIES WHEREAS, the City Council has the authority to establish fees or service charges which do not exceed the reasonable cost of enforcing regulatory activities or providing product or service; and WHEREAS, the City Council constructed the first public boat dock facility and intends to charge fees for usage; and
WHEREAS, on May 5, 2021, the City Council adopted Ordinance 21-5 establishing fees related to waterfront activities; and
WHEREAS, the City Council has exercise its authority by adopting Resolution No. 89-128 establishing the City of West Sacramento Book of Fees; and WHEREAS, this Book of Fees is amended from time to time to reflect the changes in costs of enforcing regulatory activities or providing a product or service; and WHEREAS, and City Council wishes to amend the Book of Fees to update the fee for use of the Etenesh Zeleke Public Boat Dock; and
NOW, THEREFORE, BE IT RESOLVED, ORDERED AND FOUND by the City Council of the City of West Sacramento that:

1. The various fee and fine schedules attached (as Exhibit A) hereto and incorporated by reference herein are hereby adopted into the City of West Sacramento Book of Fees.

2. The City Council finds that as required by various government codes, it has held at least one public hearing at which oral or written presentations could be made, as part of a regularly scheduled meeting, and that notice of the time and place of the meeting, including a general explanation of the matter to be considered, and a statement that the data of this matter is available as noticed by publication two time over a period of ten days with at least five days intervening between the dates of publication, in a newspaper of general circulation in the City; and a first class mailing was made to anyone filing a written request.

3. The fees and charge adopted herein are to become effective April 30, 2025, unless otherwise indicated on the fee schedule or provide for in California law.

PASSED AND ADOPTED by the West Sacramento City Council this 30th day of April 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk
Attachment 1
474
4908-9967-4931.1 007203.004 Administered by Finance Department Exhibit A-1

CITY OF WEST SACRAMENTO

BOOK OF FEES
Description Authority Effective Date
WATERFRONT ACTIVITIES Ordinance 21-5
Resolution 25-42
May 5, 2021
April 30, 2025

1. Etenesh Zeleke Public Dock Use:

Season Overnight Rate
Tie-up (for each 4-hour
period)
Fall through Spring (Closed)
(The day after Labor Day through the Thursday before Memorial Day) N/A
$24 per night
Summer
(The Friday before Memorial Day through Labor Day, 6 a.m. to 9 p.m.) $3410 per nighttie-up
cleat
475
Administered by Finance Department
Exhibit A-2

CITY OF WEST SACRAMENTO

BOOK OF FEES
Description Authority Effective Date
WATERFRONT ACTIVITIES Ordinance 21-5
Resolution 25-42
May 5, 2021
April 30, 2025

1. Etenesh Zeleke Public Dock Use:

Season
Tie-up (for each 4-
hour period)
Fall through Spring (Closed)
(The day after Labor Day through the Thursday before Memorial Day)

N/A
Summer
(The Friday before Memorial Day through Labor Day, 6 a.m. to 9 p.m.) $10 per tie-up cleat 476

West Sacramento City CouncilApril 30, 2025

West Sacramento City Council
April 30, 2025