Woodland City Council
September 5, 2023

6 Exhibit “I” — Maintenance Services
Exhibit “J” — Public Infrastructure Reimbursement Rules Exhibit “K” — WRTP Project Fees
Exhibit “L” — Form of Assignment and Assumption Agreement Exhibit “M” — Form of Partial Assignment and Assumption Agreement

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement.

2.2 Ownership of Property. OWNER represents and covenants that it is the owner of the fee simple title to the Property or a portion thereof, or has the right to acquire fee simple title to the Property or a portion thereof from the current owner(s) thereof. To the extent OWNER does not own fee simple title to the Property, OWNER shall obtain written consent from the current fee owner of the Property agreeing to the terms of this Agreement and the recordation thereof.

2.3 Term. The term of this Agreement shall commence on the Effective Date, and shall continue for an initial period of twenty-five (25) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement. OWNER may elect to extend the Term by up to two successive five (5) year terms (for a total maximum Term of thirty-five (35) years) by providing CITY written notice no later than thirty (30) days prior to the date the Term would otherwise expire. The initial term and, if applicable any extension, shall be referred to herein as the “Term.” Any tentative map approved by CITY for the Property shall have a duration (i) eight (8) years during which period no application to extend the expiration date of any tentative map need be filed, plus the Community Development Director is hereby authorized to grant two extensions of two (2) years each at the Community Development Director’s sole discretion, without further approval by the Planning Commission or City Council, plus (ii) such time extensions authorized by state law currently or in the future.

2.4 Assignment.

2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign the Property in whole or in part (provided that no such partial transfer shall violate the Subdivision Map Act, Government Code Section 66410 et seq.), to any person, partnership, limited liability company, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement and be made in strict compliance with the following conditions precedent:

7 (a) No sale, transfer or assignment of any right or interest under this Agreement shall be made unless made together with the sale, transfer or assignment of all or a part of the Property.
(b) Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY’s City Manager, in writing, of such sale, transfer or assignment and shall provide CITY with (1) an executed agreement, in the form attached hereto as Exhibit “L” or in an alternative form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement with respect to the portion of the Property so sold, transferred or assigned; and (2) the payment of the applicable processing charge to cover the CITY’s review and consideration of such sale, transfer or assignment.

Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by OWNER under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by Paragraph (b) of this Subsection 2.4.1, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until and unless such agreement is executed. The City Manager shall have the authority to review, consider and either approve, conditionally approve, or deny any proposed sale, transfer or assignment that is not made in compliance with this section 2.4.

2.4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment, a transferring OWNER shall continue to be obligated under this Agreement unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions:
(a) OWNER no longer has a legal or equitable interest in all or any portion of the Property sold, transferred, or assigned.
(b) OWNER is not then in default under this Agreement.
(c) OWNER has provided CITY with the notice and executed agreement required under Paragraph (b) of Subsection 2.4.1 above.
(d) The purchaser, transferee or assignee provides CITY with security equivalent to any security previously provided by OWNER to secure performance of its obligations hereunder.

2.4.3 Effect of Assignment and Release of Obligations. In the event of a sale, transfer or assignment pursuant to the provisions of Section 2.4.2 above:
(a) The assignee shall be liable for the performance of all obligations of OWNER with respect to transferred property, but shall have no obligations with respect to the portions of the Property, if any, not transferred (the “Retained Property”).

8 (b) The owner of the Retained Property shall be liable for the performance of all obligations of OWNER with respect to Retained Property, but shall have no further obligations with respect to the transferred property.
(c) The assignee’s exercise, use and enjoyment of the Property or portion thereof shall be subject to the terms of this Agreement to the same extent as if the assignee were the OWNER.

2.4.4 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section 2.4.

2.4.5 Termination of Agreement with Respect to Individual Lots Upon Sale to Public and Completion of Construction. The provisions of Subsection 2.4.1 shall not apply to the sale or lease (for a period longer than one year) of any lot which has been finally subdivided and is individually (and not in “bulk”) sold or leased to a member of the public or other ultimate user.

Notwithstanding any other provisions of this Agreement, this Agreement shall terminate with respect to any lot and such lot shall be released and no longer be subject to this Agreement without the execution or recordation of any further document upon satisfaction of both of the following conditions:
(a) The lot has been finally subdivided and individually (and not in “bulk”) sold or leased (for a period longer than one year) to a member of the public or other ultimate user; and,
(b) A certificate of occupancy has been issued for a building on the lot, and the fees set forth under Section 4 of this Agreement have been paid.

2.4.6 Partial Assignment and Assumption. CITY and OWNER agree OWNER may partially assign its obligations and rights under this Agreement, and all amendments hereto, to a purchaser, transferee or assignee of a lot, which has been subdivided subject to provisions of a partial assignment and assumption agreement in the form attached hereto as Exhibit “M” or in an alternative form as reasonably approved by CITY. Any such complete and executed partial assignment and assumption of this Agreement shall be submitted to CITY for approval pursuant to Section 2.4.1 of this Agreement. Within fifteen (15) days following such complete submittal, CITY shall review, and if the above conditions are satisfied, may approve the partial assignment and release and notify the purchaser, transferee or assignee in writing thereof. No such release approved pursuant to this Subsection 2.4.6 shall cause, or otherwise affect, a release of OWNER from the duties and obligations under this Agreement that are retained by OWNER and excluded from the transfer or assignment.

2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or cancelled in whole or in part by either party or successor in interest only in the manner provided for in Government Code Sections 65865.1 or 65868 or as set forth in this Agreement. Any amendment of this Agreement, which amendment has been requested by OWNER, shall be considered by the CITY only upon the payment of the applicable processing charge. This provision shall not limit any remedy of CITY or OWNER as provided by this Agreement. For

9 purposes of this section, the term “successor in interest” shall mean any person having a legal or equitable interest in the whole of the Property, or any portion thereof as to which such person wishes to amend or cancel this Agreement as applied to the portion of the Property owned by that successor in interest. The procedure for proposing and adopting an amendment to, or cancellation of, in whole or in part, this Agreement shall be the same as the procedure for adopting and entering into this Agreement in the first instance. Notwithstanding the foregoing sentence, if the CITY initiates the proposed amendment to, or cancellation of, in whole or in part, this Agreement, CITY shall first give notice to the OWNER of its intention to initiate such proceedings at least sixty (60) days in advance of the giving the public notice of intention to consider the amendment or cancellation. CITY and OWNER acknowledge and agree that this Agreement can only be amended or cancelled by mutual agreement of the CITY and OWNER or relevant successor in interest.

2.6 Minor Modification. Upon the written application of OWNER, minor modifications and changes to the Development Plan may be approved by the City Manager without the need to amend this Development Agreement. A minor/administrative modification to the Specific Plan as described in Section 7.4.1 of the Specific Plan shall not require an amendment to this Development Agreement. It is also contemplated by CITY and OWNER that OWNER may, from time to time, seek Additional Development Approvals. Any such Development Approvals are contemplated by CITY and OWNER as being within the scope of this Agreement as long as they are consistent with the Land Use Regulations and shall, upon approval by CITY, constitute Development Approvals as referenced herein. The parties agree that any such modifications or additional Development Approvals shall not constitute an amendment to this Agreement nor require an amendment to this Agreement. Other changes to the Development Agreement shall be processed in accordance with the City’s Municipal Code and applicable state law.

2.7 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(a) Expiration of the stated term of this Agreement as set forth in Section 2.3. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement.
(c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement.
(d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits, completion of all required Improvements as required herein and acceptance by CITY or applicable public agency of all required dedications.
(e) Termination of this Agreement based on any default of OWNER and following the termination proceedings required as set forth in this Agreement.

Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party

10 shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement. Upon such termination, any Development Impact Fees or RTIF paid pursuant to Section 4.2 of this Agreement by OWNER to CITY for residential units on which construction has not yet begun shall be refunded to OWNER by CITY.

2.8 Notices.
(a) As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person, including, without limitation, by courier, to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below.

All notices shall be addressed as follows:

If to CITY:

City of Woodland
300 First Street
Woodland, CA 95695
Attn: City Manager
Telephone: (530) 661-5800
Email: [email protected]
Copy to:

Best, Best & Krieger, LLP
500 Capitol Mall, Suite 1700
Sacramento, CA 95814
Attn: City Attorney
Telephone: (916) 325-4000
Email: [email protected]
If to OWNER:

Thomas Heaton and Olga Chengaeva
871 West Southwood Dr.

Woodland, CA 95695
(c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to

11 a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3. DEVELOPMENT OF THE PROPERTY.

3.1 Rights to Develop. Subject to the terms of this Agreement including the Reservations of Authority, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the Specific Plan. The Project shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. OWNER shall not be required to enter into a subsequent development agreement in order to develop the Property. Except as otherwise provided in this Agreement, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of easements or land for public purposes shall be those set forth in the Specific Plan and this Agreement. OWNER does not have an affirmative obligation to development the Property, but if the Property is developed it shall be developed according to the Development Approvals.

3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservations of Authority, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be in accordance with the Existing Land Use Regulations. In connection with any Subsequent Development Approval, CITY shall exercise discretion in the same manner that it exercises discretion under its police powers including the Reservations of Authority set forth herein; provided, however, that such discretion shall not prevent development of the Property for the uses and to the density or intensity of development set forth in this Agreement.

3.3 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment. Notwithstanding the foregoing, the phasing of the Project shall be conducted in accordance with the Phasing Rules as defined in Section 3.5 of this Agreement and the Infrastructure Phasing Plan submitted and approved in the manner more specifically described in Section 3.5 of this Agreement. Except as may be specifically provided elsewhere in this Agreement, OWNER has no affirmative obligation to commence development of the Property or to develop it at a specified rate. No modification of the City’s ordinances, resolutions, policies, rules, or regulations adopted after the Effective Date whether by regulatory action, Council vote, voter initiative or otherwise, which purport to cap, prohibit or otherwise limit development

12 and/or the rate of development over time or to govern the sequence of development of land within the Specific Plan Area, shall apply to the Property.

3.4 Density Transfer Requirements. OWNER and CITY agree to the following requirements which guide unit yield assumptions within Residential Development Zones (“RDZ”) that are designated in the Specific Plan, and the process by which residential densities are established and, if permitted by the Community Development Director, transferred to other RDZ’s.
(a) Residential unit yields within each of six RDZs shall be those established by the Exhibit 6-1 and Table 6.1 in the Specific Plan. RDZ boundaries generally follow property lines for the Property and property owned by other property owners in the Specific Plan Area as existed at the time of Specific Plan approval.
(b) When any portion or all of an RDZ is mapped/subdivided (large or small lot), unit yields/densities shall be determined and allocated across the entire RDZ effected, and shall meet the Density Requirements outlined in Section 6.5.3 in the Specific Plan. (c) OWNER may develop up to the assigned number of units within the RDZ at densities permitted by the Specific Plan for the underlying zoning (LDR, MDR, HDR). (d) OWNER may request an increase in units up to 10 percent above the assigned units within the RDZ, subject to CEQA consistency review. (e) If an RDZ is developed under the assigned number of units, an RTIF fee make up shall be required in amount necessary so that OWNER pays the RTIF fee equal to the amount required for the assigned number of units, unless at time of tentative map, an alternate RDZ picks up the unit deficit, subject to CITY approval and provided that the owner of the property located outside the RDZ enters into a written agreement to the satisfaction of the CITY that it shall adjust the density of its property to ensure consistency with the overall residential yields for the Specific Plan Area.
(f) If an RDZ is developed over assigned units, overage units must be removed from an alternate RDZ at tentative map, subject to CITY approval and provided that the owner of the property located outside the RDZ enters into a written agreement to the satisfaction of the CITY that it shall adjust the density of its property to ensure consistency with the overall residential yields for the Specific Plan Area.
(g) Except for the provisions stated above, the CITY has sole authority to approve the reallocation of units or to add units within each RDZ. (h) If OWNER proposes land use changes or an increase in the number of units, then the City will reallocate units or add units within each RDZ and fees shall be updated with a nexus study and if necessary updates to the Public Facilities Financing Plan and the CIP.

3.5 Requirement for Public Infrastructure Improvements/Infrastructure Phasing Plan.

Development of the Property is contingent in part on the construction of certain area-wide infrastructure improvements in accordance with certain Infrastructure Phasing Rules established

13 by the City for the Specific Plan Area, as attached hereto as Exhibit “D” (the “Phasing Rules”), and incorporated herein by this reference. OWNER agrees to comply with the Phasing Rules in the payment for and construction of Improvements as required for development of the Specific Plan Area.

3.5.1 Concurrent with the submission of the first tentative subdivision map, OWNER shall submit to the City an Infrastructure Phasing Plan for the Property, which shall be consistent with the Phasing Rules, for review and approval by the City Engineer. Tentative map submissions to create large parcels for financing purposes, which lots could not be developed without further subdivision, would not trigger this requirement. City Engineer shall confirm that the Infrastructure Phasing Plan is consistent with this Development Agreement, the Specific Plan, the CIP, the Phasing Rules, and all applicable tentative or final subdivision or parcel map conditions. In the event the Infrastructure Phasing Plan is consistent with the requirements described herein the City Engineer shall approve the Infrastructure Phasing Plan. If it is not consistent with such requirements the City Engineer shall indicate in writing which inconsistencies must be corrected in order for the Infrastructure Phasing Plan to be approved.

The City will not approve a tentative subdivision map for any portion of the Property until an Infrastructure Phasing Plan is approved in accordance with this Section 3.5.1 and the Phasing Rules. Given the possible timing of different tentative maps proceeding in the same time period or the possibility that someone with a tentative map may decide to delay development of their property, it is likely that multiple tentative maps could have the same infrastructure requirements. Given the financing constraints of the Specific Plan that require the LDR and MDR units to construct most of the infrastructure in the Plan Area, it is imperative that every development with LDR or MDR units meet the development agreement requirement of constructing 150% or 130%, as applicable, of their RTIF infrastructure burden in accordance with the Phasing Rules. The City Engineer therefore has the authority to add replacement infrastructure conditions to an already approved tentative map (to meet the development agreement requirement of constructing 150% or 130% as applicable) if that tentative map is conditioned to construct improvements that have already been constructed. The City Engineer shall follow the same rules outlined in Exhibit D to determine the replacement infrastructure conditions. If the City anticipates multiple tentative maps may proceed with obligations to construct the same infrastructure, the City Engineer may list an alternative infrastructure requirement at the time of tentative map approval. If the City does not list an alternative infrastructure requirement, then the City still has the authority to require replacement infrastructure conditions. OWNER agrees that it will comply with the requirements to construct such replacement or alternative infrastructure as appropriate, and shall coordinate with CITY and other property owners within the Specific Plan Area in conjunction with the implementation of such replacement or alternative infrastructure requirements.

3.5.2 The OWNER shall construct public infrastructure improvements within the Specific Plan Area consistent with the Infrastructure Phasing Plan as approved by the City Engineer. City’s obligation to issue building permits for the Project shall be conditioned on construction of the public improvements consistent with the approved Infrastructure Phasing Plan and the Phasing Rules, which in some cases could restrict the cumulative number of building permits issued within the Specific Plan Area until certain public improvements are complete or until security has been provided for the required improvements in accordance with a public improvement agreement entered into by and between CITY and OWNER.

14 3.5.3 OWNER shall be eligible for fee credits for the RTIF to be paid pursuant to this Development Agreement and reimbursement from future development within the Specific Plan Area for public infrastructure improvements constructed pursuant to and in accordance with this Development Agreement. Such fee credits and reimbursement shall be provided in accordance with Section 4.2.5 of this Agreement, the Public Infrastructure Reimbursement Rules and the Financing Plan prepared for the Specific Plan, as approved by City Council and as it may be updated from time to time.

3.6 Changes and Amendments. The parties acknowledge that development of the Project will require Subsequent Development Approvals including but not limited to approval of tentative and final subdivision maps for large and small parcels and design review for development of new uses on the Property. As necessary or appropriate, OWNER shall apply for Subsequent Development Approvals and CITY shall process and act on such application in accordance with the Existing Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Authority. Unless otherwise required by law, as determined in CITY’s reasonable discretion, Subsequent Development Approvals shall be deemed “minor” and not require an amendment to this Agreement provided such approvals do not:
(a) Alter the permitted uses of the Property as a whole; or, (b) Increase the density or intensity of use of the Property as analyzed under the Specific Plan CEQA document, which may include limited adjustments as authorized by the City; or,
(c) Increase the maximum height and size of permitted buildings beyond what is permissible under the Specific Plan; or,
(d) Delete a requirement for the reservation or dedication of easements or land for public purposes within the Property as a whole; or, (e) Constitute a project requiring a subsequent or supplemental environmental impact report pursuant to Section 21166 of the Public Resources Code.

3.7 Reservations of Authority.

3.7.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the CITY shall not be prevented from applying new rules, regulations and policies upon the OWNER, nor shall a development agreement prevent the CITY from denying or conditionally approving any subsequent development project application on the basis of such new rules, regulations and policies where the new rules, regulations and policies consist of the following:
(a) Processing fees and charges of every kind and nature imposed by CITY to cover the costs of processing applications for Development Approvals or for monitoring compliance with any Development Approvals.

15 (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure.
(c) Regulations, policies, and rules governing engineering and construction standards and specifications applicable to public and private improvements, including all uniform codes adopted by the CITY and any local amendments to those codes adopted by the CITY; provided, however, that, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the standards and specifications that are expressly identified in the Specific Plan. Further, for the first ten (10) years following the Effective Date, the City shall not implement a change to the City’s engineering standards and specifications that would result in an increase to the cost of construction of the required public improvements for a subdivision located within the Property by more than 2% of the estimated cost of the public improvements prior to such change.
(d) Regulations imposing Development Exactions; provided, however, that no subsequently adopted Development Impact Fees or fees levied pursuant to the terms of this Agreement shall be applicable to development of the Property except for those Project Fees set forth in Exhibit K to this Agreement, which Project Fees may be increased from time to time in accordance with applicable State law, or as contemplated in this Agreement. (e) Regulations which may conflict with this Agreement or the Development Plan but which are reasonably necessary to protect the public health and safety. To the extent possible, any such regulations shall be applied and construed so as to provide OWNER with the rights and assurances provided under this Agreement. (f) Regulations which do not conflict with those rules, regulations and policies set forth in this Agreement or the Development Plan. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the Property shall be deemed to conflict with the Development Plan and shall therefore not be applicable to the development of the Property.
(g) Regulations which may conflict with this Agreement or the Development Plan, but to which the OWNER consents in writing.

3.7.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not conflict with this Development Agreement or the Specific Plan in the form in effect on the Effective Date of this Development Agreement, nor shall this Agreement prevent CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Specific Plan.

3.7.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or

16 Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. In the event OWNER alleges that such State or Federal laws or regulations preclude or prevent compliance with one or more provisions of this Agreement, and the CITY does not agree, the OWNER may, at its sole cost and expense, seek declaratory relief (or other similar non-monetary remedies); provided, however, that nothing contained in this Section 3.7.3 shall impose on CITY any monetary liability for contesting such declaratory relief (or other similar non-monetary relief).

3.7.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power which cannot be so limited.

This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority which cannot be restricted by contract.

3.8 Public Works. If OWNER is required by this Agreement to construct any public works facilities which will be dedicated to CITY or any other public agency upon completion, and if required by applicable laws to do so, OWNER shall perform such work in the same manner and subject to the same requirements as would be applicable to CITY or such other public agency should it have undertaken such construction.

3.9 Acquisition of Offsite Real Property Interests. In any instance where OWNER is required pursuant to the Infrastructure Phasing Plan to construct any Improvements Outside Specific Plan Area , OWNER shall at its sole cost and expense provide or cause to be provided, the real property interests necessary for the construction of such public improvements (the “Offsite Property”). In the event OWNER is unable, after exercising reasonable efforts, including, but not limited to, the rights under Sections 1001 and 1002 of the Civil Code, to acquire the Offsite Property necessary for the construction of the Improvements Outside Specific Plan Area, and if so instructed by OWNER and upon OWNER’S provision of adequate security for costs CITY may reasonably incur, CITY agrees to use reasonable and diligent good faith efforts to acquire the Offsite Property from the owner or owners of record by negotiation to the extent permitted by law and consistent with this Agreement. If CITY is unable to acquire the Offsite Property by negotiation within sixty (60) days after OWNER’s written request, CITY shall, in accordance with the procedures established by law, use its power of eminent domain to acquire the Offsite Property at a public hearing noticed and conducted in accordance with California Code of Civil Procedure Section 1245.235 for the purpose of considering the adoption of a resolution of necessity concerning the Offsite Property, subject to the conditions set forth in this Section 3.9. The CITY and OWNER acknowledge that the timelines set forth in this Section

3.9 represent the maximum time periods which CITY and OWNER reasonably believe will be necessary to complete the acquisition of any Offsite Property. CITY agrees to use reasonable good faith efforts to complete the actions described within lesser time periods, to the extent that it is reasonably able to do so, consistent with the legal constraints imposed upon CITY. OWNER shall pay all costs associated with such acquisition or condemnation proceedings. This section

3.9 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the development of the Project

17 under the Subdivision Map Act or other legal authority. CITY and OWNER acknowledge and agree that Government Code Section 66462.5 shall apply to the installation of public improvements on Offsite Property. CITY and OWNER further agree that the parties may explore alternative options for the required Improvements Outside Specific Plan Area, including but not limited to relocating to an alternative site, prior to proceeding with condemnation.

3.9.1 Owner’s Option to Terminate Proceedings. CITY shall provide written notice to OWNER no later than fifteen (15) days prior to making an offer to the owner of the Offsite Property. At any time within that fifteen (15) day period, OWNER may, at its option, notify CITY that it wants CITY to cease all acquisition proceedings with respect to the Offsite Property, whereupon CITY shall cease such proceedings. CITY shall provide written notice to OWNER no later than fifteen (15) days prior to the date of the hearing on CITY’S intent to consider the adoption of a resolution of necessity as to any Offsite Property. At any time within that fifteen (15) day period, OWNER may, at its option, notify CITY that it wants CITY to cease condemnation proceedings, whereupon CITY shall cease such proceedings. If OWNER does not notify CITY to cease condemnation proceedings within said fifteen (15) day period, then the CITY may proceed to consider and act upon the Offsite Property resolution of necessity. If CITY adopts such resolution of necessity, then CITY shall diligently institute condemnation proceedings and file a complaint in condemnation and seek an order of immediate possession with respect to the Offsite Property.

3.9.2. Acquisition of Offsite Real Property Interests within Specific Plan Area.

CITY and OWNER acknowledge that for improvements located outside of OWNER’s Property but within the Specific Plan Area, the other property owners are required to dedicate property needed for public infrastructure to be constructed by OWNER pursuant to the terms of the other property owners’ development agreements, including, without limitation, Section 3 of the Public Infrastructure Reimbursement Rules. Even if the property is not included in the CIP, the rules set forth in Section 3 of the Public Infrastructure Reimbursement Rules shall be followed.

Notwithstanding the foregoing, in the event that another property owner within the Specific Plan Area does not dedicate such property as required by their development agreement, CITY and OWNER may take the steps set forth in this Section 3.9 to acquire such property.

3.10 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY possess authority to regulate aspects of the development of the Property separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. CITY agrees to cooperate, at no cost to CITY, with OWNER in obtaining any required permits or compliance with the regulations of other public agencies provided such cooperation is not in conflict with any laws, regulations or policies of the CITY.

3.11 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project in accordance with all applicable laws and regulations.

3.12 Wastewater Treatment Capacity. CITY and OWNER agree that there is capacity in the CITY’s wastewater treatment facility to serve: (1) existing residents and businesses that are already hooked up to the facility; (2) anticipated residents and businesses through build-out

18 of the City’s existing General Plan; and (3) the Project. CITY and OWNER acknowledge and agree that reserving this capacity for the Project, such that sewer hookups shall be available at such time as they are needed as the Project builds out, is a material element of the consideration provided by CITY to OWNER in exchange for the benefits provided to CITY under this Agreement. The Parties recognize the availability of sufficient sewer capacity may be affected by regulatory or operational constraints that are not within the CITY’s discretion. To the extent the availability of sewer capacity is within the CITY’s discretion (e.g., whether to extend sewer service to areas not currently within the CITY’s service area), CITY shall not approve providing such capacity to areas currently outside the CITY’s service area if this approval would prevent or delay the ability of the CITY to provide sewer hookups to the Project as the Project requires hook-ups or connections. This provision shall not affect the CITY’s ability to provide sewer service within its service boundaries or within the existing CITY boundaries as they exist on the effective date of this Agreement, and as to such connections, the Parties requesting sewer service shall be connected on a first come first served basis. OWNER shall pay the applicable connection charge in effect pursuant to City-wide ordinance at the time of building permit issuance. OWNER acknowledges that connection charges may increase substantially over time and that the cost to comply with the CITY’s National Pollution Discharge Elimination System (“NPDES”) permit, as may be approved from time to time during the term of this Agreement, may be substantial.

3.13 Water Availability. CITY and OWNER agree that the CITY’s has adequate water availability to serve: (1) existing residents and businesses that are already connected to CITY’s water system; (2) anticipated residents and businesses through build-out of the City’s existing General Plan; and (3) the Project. CITY and OWNER acknowledge and agree that reserving this capacity for the Project, such that water connections shall be available at such time as they are needed as the Project builds out, is a material element of the consideration provided by CITY to OWNER in exchange for the benefits provided to CITY under this Agreement. The Parties recognize the availability of sufficient water availability may be affected by environmental, regulatory or operational constraints that are not within the CITY’s discretion. To the extent the availability of water is within the CITY’s discretion (e.g., whether to extend water service to areas not currently within the CITY’s service area), CITY shall not approve providing such capacity to areas currently outside the CITY’s service area if this approval would prevent or delay the ability of the CITY to provide water connections to the Project as the Project requires water connections. This provision shall not affect the CITY’s ability to provide water service within its service boundaries or within the existing CITY boundaries as they exist on the effective date of this Agreement, and as to such connections, the Parties requesting water service shall be connected on a first come first served basis. OWNER shall pay the applicable connection charge in effect pursuant to City-wide ordinance at the time of building permit issuance. OWNER acknowledges that connection charges may increase substantially over time.

3.14 Right to Farm. OWNER acknowledges and shall comply with the requirements of Woodland Municipal Code Chapter 9.52, “Right to Farm”, including but not limited to the requirements to record deed restrictions against property located within 500 feet of agricultural land or agricultural operations in any deed transferring any right, title or interest in the Property or any portion thereof, as more specifically set forth in Section 9.52.060 of the Woodland Municipal Code.

19 4. PUBLIC BENEFITS.

4.1 Intent. The parties acknowledge and agree that development of the Property will result in substantial public needs which will not be fully met by the Development Plan and further acknowledge and agree that this Agreement confers substantial private benefits on OWNER which should be balanced by commensurate public benefits. Accordingly, the parties intend to provide consideration to the public to balance the private benefits conferred on OWNER by providing more fully for the satisfaction of the public needs resulting from the Project. Significant public benefits provided by OWNER pursuant to the terms of this Agreement include but are not limited to construction of or contribution to the construction portions of the Yard and greenbelt areas as contemplated by the Specific Plan, funding and constructing public infrastructure for the Specific Plan Area, contribution to the construction of the regional interchange project at State Route 113, and the provision of affordable housing within the Project.

4.2 Development Impact Fees and RTIF.

4.2.1 Amount and Components of Development Impact Fees. OWNER shall pay the Development Impact Fees listed in Exhibit “K”, WRTP Project Fees and other fees, attached hereto and incorporated herein by this reference. OWNER shall not be required to pay newly enacted Development Impact Fees or other fees that are not listed in Exhibit “K” in conjunction with the Project. The Development Impact Fee and other fee amounts to be paid by OWNER shall be the amounts that are in effect at the time such amounts are due. Nothing contained in this Agreement shall affect the ability of the CITY to amend the amounts of existing Development Impact Fees or other fees as permitted by State law, except that OWNER and CITY agree that new fee categories cannot be added to this project without mutual written agreement amending this Agreement. Additionally, nothing contained in this Agreement shall affect the ability of other public agencies that are not controlled by CITY to impose and amend, from time to time, Development Impact Fees established or imposed by such other public agencies, even though such Development Impact Fees may be collected by CITY.

4.2.2 Research and Technology Infrastructure Fee. In addition to all Development Impact Fees which shall be paid by OWNER, OWNER shall pay the Research and Technology Park Infrastructure Fee (the “RTIF”) as established by the City Council and as may be updated from time to time in accordance with this Agreement and other development agreements entered into by and between the City and OWNERs within the Specific Plan Area.

The RTIF shall be paid by OWNER in the amounts as established pursuant to that certain Woodland Research and Technology Park Development Impact Fee Nexus Study dated July 2023, prepared by Economic and Planning Systems, Inc. (the “RTIF Report”), which is incorporated herein by this reference, subject to annual adjustment as set forth in the RTIF Report, and further subject to periodic updates to the RTIF report as provided for herein.

OWNER acknowledges and agrees that the RTIF is established pursuant to this and other development agreements entered into by and between OWNER and other property owners within the Specific Plan Area for specified land uses in a manner so as to help ensure the completion of the public facilities contemplated by the Specific Plan and the feasibility of all proposed land uses within the Specific Plan Area. Accordingly, OWNER agrees as follows:

20 (a) OWNER understands, acknowledges and agrees that the RTIF is calculated to ensure sufficient funding to complete the Improvements contemplated by the Specific Plan as a whole, but that some land uses, including certain residential uses, will pay RTIF in excess of their proportionate share of the total cost of those public facilities in order to facilitate the build out of other land uses contemplated within the Specific Plan. OWNER hereby agrees to pay such fees in the amounts and the manner set forth in this Agreement and the RTIF Report, as it may be updated from time to time, to provide the public benefits that will be derived from successful development of all land uses in the Specific Plan Area. (b) OWNER and City further acknowledge and agree that portions of the RTIF shall be updated prior to issuance of the first building permit for the Project based on more detailed engineering work that will be conducted on the improvements included in the Capital Improvement Plan. Such modifications are described in Exhibit E, “WRTP CIP Modification”, attached hereto and incorporated herein by this reference. Following the completion of the modifications described in Exhibit E, the City shall update the RTIF to account for such modifications. OWNER hereby agrees and consents to such modifications of the RTIF, provided that the allocation of such fees is consistent with the methodology utilized in the RTIF Report.
(c) OWNER and CITY further acknowledge and agree that certain projects that are to be funded by the RTIF are intended in whole or in part to address impacts created by development in the Spring Lake Specific Plan Area located adjacent to the Specific Plan Area that includes the Property. These projects have been included in the projects to be funded by the RTIF as a form of equitable swap in exchange for certain projects constructed by developers in the Spring Lake Specific Plan that partially benefit the Specific Plan Area that includes the Property. OWNER acknowledges and explicitly consents to the inclusion of such projects in the calculation of the RTIF and acknowledges that the RTIF may be used to fund such projects. OWNER further acknowledges and agrees that it OWNER shall not be eligible for reimbursement from property owners or developers of property located within the Spring Lake Specific Plan Area for any projects that are funded by the RTIF. (d) OWNER and CITY further acknowledge and agree that for properties that are designated in the Land Use section of the Specific Plan as Village Center Mixed Use (VCMU), in the event that the ground floor development fronting Road B is developed for a non-residential use, and OWNER constructs upper floor residential units, above the non-residential buildings fronting Road B, OWNER shall not be required to pay the RTIF on any such upper floor residential units. Further, for properties that are designated in the Land Use section of the Specific Plan as High Density Residential with Community Commercial Overlay (HDR/CCO), in the event that (1) the total unit yield for Residential Development Zone (“RDZ”) 6 as set forth in Table 6.1 of the Specific Plan has been constructed and occupied by residents, and (2) OWNER constructs upper floor residential units above the non-residential buildings fronting Road B which upper floor residential units are in excess of the required total unit yield for RDZ 6, OWNER shall not be required to pay the RTIF on any such upper floor residential units.

4.2.3 Time of Payment. The Development Impact Fees and RTIF shall be paid to CITY prior to the issuance of building permits for each residential unit. Notwithstanding the

21 foregoing, deferral of the payment of any RTIF fees may be granted pursuant to a separate agreement approved by CITY pursuant to CITY’s deferred impact fee policy for non-residential development, if applicable. At CITY’s discretion, CITY shall be allowed to defer RTIF fees to Certificate of Occupancy provided that the fee paid is the fee in effect on the date it is paid.

Payment of RTIF fees shall be subject to the provisions of credits as provided for in this Agreement and the Public Infrastructure Reimbursement Rules.

4.2.4 Minimum RTIF Fees. OWNER specifically agrees that for each Low Density Residential unit developed in a LDR or VCLDR zone shall pay, at a minimum, the RTIF fee that is established for the 2,000-3,000 square foot unit, even for those units that are less than 2,000 square feet. OWNER further agrees that for each Medium Density Residential unit developed in a MDR or VCMDR zone shall pay, at a minimum, the RTIF fee that is established for the 1,000-2,000 square foot unit, even for those units that are less than 1,000 square feet..

4.2.5 Credits. OWNER shall be entitled to credit against the fees required pursuant to Subsection 4.2.1 and 4.2.2 for the dedication of easements, land and/or the construction of improvements required pursuant to this Agreement, the CIP, the Public Infrastructure Reimbursement Rules, the Phasing Rules, OWNER’s Infrastructure Phasing Plan and the applicable Subdivision Agreements/Tentative Map conditions for the Project. OWNER shall not receive credits for Improvements constructed pursuant to this Agreement in an amount greater than the Engineer’s estimate of the cost of such improvements as set forth in the CIP, adjusted on an annual basis by the Construction Cost Index as published from time to time by the Engineering News-Record (“CCI”). Similarly, OWNER shall receive credits toward the RTIF for land dedicated to the CITY for public infrastructure improvements based on the costs for such land as set forth in the CIP, adjusted on an annual basis by CCI. The Public Infrastructure Reimbursement Rules provides further detail on the terms pursuant to which OWNER will receive credits and reimbursement for dedication of easements, land and construction of Improvements in conjunction with the development of the Property, and OWNER acknowledges and agrees that it is subject to and shall comply with the Public Infrastructure Reimbursement Rules.

4.3 Responsibility for Funding Master Planning and Design Documents and CIP Modification Work. OWNER shall be required to fund the cost of certain Master Plans and the design of certain public improvements, as more specifically set forth in Exhibit “F” (“Master Planning and Design Obligations”), attached hereto and incorporated herein by this reference, and to fund the cost of the analysis and consideration of the proposed modifications to the CIP as described in Section 4.2.2(b) and Exhibit “E” (CIP Modification Work”). Such funding shall be provided by OWNER and other property owners in the Specific Plan Area at the times as required by this Agreement, including the Public Infrastructure Reimbursement Rules and the Phasing Rules. Except as otherwise set forth in the Master Planning and Design Obligations, the Master Plans and the design documents and the CIP Modification Work are the cumulative responsibility of the owners of property within the Specific Plan Area, and to the extent the OWNER is required to pay more than its proportionate share of the cost of any of such Master Plans and design documents or CIP Modification Work, OWNER shall be eligible for reimbursement from other property owners within the Specific Plan Area pursuant to the terms of the Public Infrastructure Reimbursement Rules. CITY and OWNER shall cooperate in the preparation of these documents.

22 4.4 Dedications for Public Improvements. OWNER agrees to dedicate to CITY certain property to be used for public facilities and improvements as more specifically set forth in Exhibit “G” (“Public Dedications”), attached hereto and incorporated herein by this reference. Such dedications shall be made by OWNER at the times as required by this Agreement and the Phasing Rules so as to provide dedications when needed for the extension of infrastructure or public amenities for the Project and other development in the Specific Plan Area. These dedications may be required ahead of development of OWNER’s Property.

OWNER may be eligible for credits and, if applicable, reimbursement from other property owners within the Specific Plan Area for the dedications required by this Agreement if the real property to be dedicated is included in the CIP and reflected in the RTIF. Credit or reimbursement for such real property shall be provided as set forth in Section 4.2.5 of this Agreement, which credits and reimbursements shall be paid in accordance with the Public Infrastructure Reimbursement Rules. Real property that is set forth in Exhibit “G” but is not included in the CIP and reflected in the RTIF shall not be eligible for credit or reimbursement from other property owners or the RTIF. If real property is needed for temporary drainage of agricultural runoff prior to the full implementation of the storm drainage system reflected in the CIP, then the dedicating property owner shall dedicate the drainage easement to the developing land owner without compensation consistent with the timing of other public dedications in this agreement. CITY and OWNER acknowledge and agree that the property that must be dedicated to CITY may be modified from time to time through updates to the CIP after approval of this Agreement or in conjunction with the processing of subdivision maps for the Property. OWNER shall make such dedications in accordance with the CIP as it may be modified from time to time, in accordance with the timing for dedication as set forth in the approved Infrastructure Phasing Plan and Exhibit G.

4.5 Responsibility for Construction of Public Improvements.

4.5.1 Timely Construction of Public Infrastructure. As part of the development of the Project, OWNER shall be required to construct portions of certain area wide infrastructure that will serve the Specific Plan Area. Such infrastructure shall be the infrastructure that will be required pursuant to the Infrastructure Phasing Plan that shall be developed by OWNER pursuant to Section 3.5.1 of this Agreement. OWNER shall be responsible for the timely construction and completion of all Improvements required for the Project in accordance with the Infrastructure Phasing Plan and any and all tentative subdivision map conditions. All required Improvements for each Subdivision Map, shall be completed and operational prior to City approval of the final subdivision map, unless OWNER enters into a Public Improvement Agreement with the City for such Improvements and provides adequate security for such improvements in accordance with the Subdivision Map Act and Woodland Municipal Code Chapter 16.52, as it may be amended from time to time, in which case such Improvements shall be constructed within the times provided in the Public Improvement Agreement.

4.5.2 Reimbursement for Public Infrastructure. Upon completion of the Improvements for an applicable portion of the development of the Property as required pursuant to this Agreement, CITY and OWNER shall enter into a reimbursement agreement that will provide for reimbursement of OWNER to the extent that the Engineers estimate of the cost of such improvements as set forth in the CIP (and adjusted by CCI) exceeds the amount of the RTIF applicable to the applicable portion of the Property developed by OWNER. Such reimbursement

23 agreement shall be consistent with the Public Infrastructure Reimbursement Rules and the Phasing Rules. In the event OWNER/Developer builds MPFP projects, they are eligible for reimbursement consistent with the policies in the City’s MPFP fee program and the City’s MPFP administrative guidelines.

4.6 Parks Impact Fee. OWNER agrees that it shall pay the Parks Impact Fee adopted for the Specific Plan Area in the amount of $9,279 per single family unit or $6,959 per multifamily unit (as of January 1, 2023), which fee shall be adjusted on an annual basis by CCI.

OWNER shall not be eligible to receive credits toward the Parks Impact Fee for dedication of park acreage or greenbelts or for construction of park or green belt improvements within the Specific Plan Area.

4.7 Affordable Housing. OWNER will comply with the requirements of Chapter

15.18 of the Woodland Municipal Code (the “Affordable Housing Ordinance”) through the implementation of the Affordable Housing Plan for the Specific Plan (the “WRTP Affordable Housing Plan”), which is attached hereto as Exhibit ”H” and incorporated herein by this reference. In the event of any inconsistencies between the Affordable Housing Ordinance and the WRTP Affordable Housing Plan, the WRTP Affordable Housing Plan shall apply to the Project.

4.8 Supplemental School Fee. OWNER acknowledges that Costalotta Partners, LLC, the owners of the “Beeman North” property will be entering into good faith negotiations with Woodland Joint Unified School District (“WJUSD”) for the potential purchase of property to be used as a school campus. OWNER will participate in good faith negotiations involving the payment of a supplemental school fee towards the construction of facilities that provide capacity for students generated by the Specific Plan. OWNER agrees that if a supplemental fee shall be paid by OWNER, then such supplemental fee shall be deposited with the City of Woodland at the time of building permit issuance, placed in a segregated account, and held by City for future payment to WJUSD for the construction of the WRTP elementary school, or as otherwise specified in the School Site Purchase and Sale Agreement. In the event WJUSD does not proceed with construction of a school at the School Site, or other project(s) specified in the School Site Purchase and Sale Agreement by issuance of the 800th residential building permit in the Specific Plan Area, then the supplemental fee funds may be used by the City to construct public improvements included in the CIP, as it may be amended from time to time, at the discretion of the City

4.9 Right to Continue Use of Agricultural Well. CITY and OWNER understand and acknowledge that there exists within the Specific Plan Area agricultural wells that provide irrigation for certain other property that remains in agricultural use. The Parties agree that OWNER may operate any such agricultural wells owned by OWNER to serve agricultural uses on OWNER’s property or other property, provided that such use must be in compliance with all applicable federal, state and local laws, including but not limited to the Yolo Subbasin Groundwater Sustainability Plan adopted by the Yolo Subbasin Groundwater Agency, and any regulations or directives promulgated thereunder. OWNER shall be solely responsible to retain any and all property interests necessary for continuing operation of any such agricultural well, and for ensuring compliance with all applicable laws and regulations, as well as the Groundwater Sustainability Plan.

24 4.10 Abandonment of County Road 100A. OWNER shall work with the California Department of Transportation (“CalTrans”), Yolo County and CITY to take such steps as are necessary to abandon County Road 100A, which is located adjacent to OWNER’s Property.

OWNER shall, at no cost or expense to CITY, and with no credits or reimbursements through this Agreement or the Public Infrastructure Reimbursement Rules, ensure that such public right of way or private access easements are provided to ensure that any and all properties that would be landlocked as a result of the abandonment of County Road 100A have adequate access to public roads from their property, and OWNER, in conjunction with its neighboring property owner that also fronts County Road 100A, shall be responsible to secure all necessary approvals, consents and actions as necessary to effectuate the abandonment of County Road 100A.

OWNER shall work expeditiously to accomplish this provision in a timely manner.

4.11 Build to Rent Development. OWNER agrees that neither it nor any successor or assign to this Agreement shall develop single family residences in the Low Density Residential, Village Center Low Density Residential, Village Center Medium Density Residential or Medium Density Residential zones located north of Marston Drive in the Specific Plan Area as shown on the Development Plan attached hereto as Exhibit “C”, as a “build to rent single family development”. For purposes of this Agreement, a “build to rent single family development” is a single family residential subdivision or a portion of such subdivision that is built for the purpose of renting, rather than selling the constructed homes.

5. FINANCING OF PUBLIC IMPROVEMENTS.

5.1 Financing Districts or Alternative Mechanisms. If deemed appropriate, CITY and OWNER will cooperate in the formation of any special assessment district, community facilities district or alternate financing mechanisms to pay for the construction and/or maintenance and operation of public infrastructure facilities or Improvements required as part of this Agreement, the CIP and the approved Infrastructure Phasing Plan, provided, however, that to the extent that a district or alternative financing mechanism is established for the purpose of bonding to raise funds for construction of infrastructure or payment of fees, the boundaries of such district will be limited to separate improvement areas that correspond with the boundaries of the tentative map (or tentative maps) within each Infrastructure Phasing Plan. The RTIF fees generated from the improvement area may be used to fund any improvement in the CIP. Such improvement areas shall be shown in the Infrastructure Phasing Plan approved by the City pursuant to this Development Agreement. CITY also agrees that, to the extent any such district or other financing entity is formed and sells bonds in order to finance such Improvements, OWNER may receive credits for the RTIF to be paid by OWNER, and may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public improvements that are included in the CIP, provided that such fee credits and reimbursements must be in conformance with the Public Infrastructure Reimbursement Rules and any individual reimbursement agreements entered into by and between CITY and OWNER. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or to issue and sell bonds. If bonds are sold then the proceeds of those bonds shall be used to reimburse the public improvements that are listed in the CIP and required by the conditions of the associated development.

25 CITY agrees to use reasonable efforts to develop and implement such financing mechanisms subject to applicable public hearing and election requirements of applicable State and, if tax-exempt bonds are to be issued, federal law, the existing regulations and the customary and reasonable industry standards for the development of such financings. OWNER and CITY acknowledge and agree that the establishment of a financing district and the issuance of bonds supported by the special taxes are dependent on many factors that are not known at this time.

The viability of the financing, the amount of special taxes for debt service, and available bond proceeds will be dependent on several factors existing at the time the bonds are sold, including, but not limited to, the financial markets, interest on tax exempt financings, housing market, value of homes in the area, absorption rates for home sales in the area, bond underwriting criteria and ratings by bond-rating agencies. Fee credits that are generated from bond sales shall remain with the land that they were bonded against and can be used as a credit against RTIF fee payments.

These fee credits cannot be sold or transferred.

CITY and OWNER acknowledge the infrastructure costs needed to support the project are substantial and may compromise the feasibility or timely build out of the Project and its associated benefits. CITY and OWNER further acknowledge this is especially the case for the development of residential units in the MDR and HDR zones. As such, both parties agree to work cooperatively to identify and pursue external funding sources, multiple financing strategies and tools to defray project infrastructure improvement costs. Further, the City anticipates that adjustments to the Specific Plan and associated approvals may be needed in the future, and the City will conduct further evaluation of the Specific Plan, CIP and City fee program after Specific Plan approval to determine what adjustments are appropriate.

5.2 Sports Park Community Facilities District. OWNER acknowledges the existence of the Spring Lake Community Facilities District (“Sports Park CFD”) which was created pursuant to the Mello-Roos Community Facilities Act, as set forth in Government Code Section 53311 et seq. for the purpose of funding the ongoing operation of the Woodland Sports Park, which provides regional park facilities that will serve the Property. OWNER voluntarily consents to and prior to recordation of each small lot final subdivision map or large lot map (for High Density and Mixed Use Residential units) for the Project shall take whatever affirmative action it needs to take on its part to ensure that all portions of the Project and Property that are designated as Low Density Residential, Village Center Low Density Residential, Medium Density Residential, Village Center Medium Density Residential and High Density Residential (including units above Village Center Mixed Use and Community Commercial Overlay for which such small lot final subdivision map or large lot map - for High Density and Mixed Use Residential units) is recorded is subject to the assessments of the Sports Park CFD, which includes without limitation, voting to annex to said Sports Park CFD.

5.3 Maintenance Community Facilities District(s).

5.3.1 Formation, Consent, Waiver, and Benefit. No building permits shall be issued for the residential units or commercial development provided for in the first subdivision map for the Project until a Community Facilities District has been formed for the purpose of funding public services and maintenance costs associated with the Project for services identified in Exhibit I or the Property has been annexed into such a Community Facilities District that has already been formed to fund public services and maintenance costs for the Specific Plan Area

26 (the “Maintenance CFD”), or OWNER participates in the formation of an equivalent funding mechanism for public services and maintenance purpose in a form satisfactory to the City Engineer. OWNER consents to and shall cooperate in such formation or annexation of the Maintenance CFD or the formation of an equivalent financing mechanism for maintenance and services purposes. OWNER also consents to the levy of such special taxes or assessments as are necessary to fund the maintenance and service obligations described herein, pursuant to and consistent with the requirements of this Agreement, Government Code Section 53111, et seq., and the City's Capital Financing and Debt Management Policy, adopted by City Council on June 20, 2017 and incorporated herein by this reference.

5.3.2 Annexation of Subsequent Phases. No building permits shall be issued for subsequent phases of the Project until the such phase is annexed into the Maintenance CFD or an equivalent funding mechanism for public services and maintenance costs has been established for such subsequent phase in accordance with Section 5.3.1.

5.3.3 Uses of Funds Collected. The Maintenance CFD will fund maintenance of certain landscaping, public improvements and public facilities as more specifically set forth in Exhibit “I”, attached hereto and incorporated herein by this reference ("Maintenance Services”).

5.4 Maximum Effective Tax Rate. CITY and OWNER agree that the maximum effective tax rate for assessor’s parcels within the Property from all applicable financing districts, including without limitation, any financing districts established as contemplated in Section 5.1 of this Agreement, the Sports Park CFD, the Maintenance CFD and any CFD or Assessment District established pursuant to the Statewide Community Infrastructure Program, may not exceed one and 8/10 percent (1.8%) of the reasonably expected value of the parcel with planned vertical improvements determined at the time of approval of the applicable financing district and the Rate and Method of Apportionment.

6. REVIEW FOR COMPLIANCE.

6.1 Periodic and Special Reviews.

6.1.1 Time for and Initiation of Periodic Review. The CITY shall review this Agreement as determined by the City, in order to ascertain the good faith compliance by OWNER with the terms of this Agreement. OWNER shall submit an Annual Monitoring Report to CITY, in a form acceptable to the City Manager, along with any applicable processing charge, within ten (10) days after each anniversary date of the Effective Date of this Agreement. Within thirty (30) days after the receipt of the Annual Monitoring Report, CITY shall either issue a notice of continuing compliance or a notice of non-compliance and a notice of CITY’s intent to conduct a Special Review pursuant to Sections 6.1.2 through 6.1.6. Issuance of a notice of continuing compliance may be issued by the City Manager or his designee. The cost of this review shall be funded by the OWNER on a time and materials basis.

6.1.2 Initiation of Special Review. A special review may be called either by agreement of the parties or by unilateral initiation by the CITY in one or more of the following ways:
(a) Recommendation of the Community Development Director;

27 (b) Affirmative vote of at least four (4) members of the Planning Commission; or
(c) Affirmative vote of at least three (3) members of the City Council.

6.1.3 Notice of Special Review. The City Manager shall begin the special review proceeding by giving notice to OWNER that the CITY intends to undertake a special review of this Agreement. Such notice shall be given at least ten (10) days in advance of the time at which the matter will be considered by the Planning Commission.

6.1.4 Public Hearing. The Planning Commission shall conduct a hearing at which OWNER must demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on OWNER.

6.1.5 Findings upon Public Hearing. The Planning Commission shall determine, upon the basis of substantial evidence, whether OWNER has, for the period under review, complied in good faith with the terms and conditions of this Agreement.

6.1.6 Procedure upon Findings.
(a) If the Planning Commission finds and determines on the basis of substantial evidence that OWNER has complied in good faith with the terms and conditions of this Agreement, during the period under review, the review for that period shall be concluded. (b) If the Planning Commission finds and determines on the basis of substantial evidence that OWNER has not complied in good faith with the terms and conditions of this Agreement, during the period under review, the Planning Commission may recommend to the City Council to modify or terminate this Agreement. (c) OWNER may appeal a determination pursuant to paragraph (b) to the City Council in accordance with CITY’s rules for consideration of appeals in zoning matters generally.

6.2 Proceedings Upon Modification or Termination. If, upon a finding under Section

6.1.6(b), CITY determines to proceed with modification or termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain:
(a) The time and place of the hearing;
(b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and,
(c) Such other information CITY considers necessary to inform OWNER of the nature of the proceeding.

6.3 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard. OWNER

28 shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council finds, based upon substantial evidence in the administrative record, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate or modify this Agreement and impose such conditions to the action it takes as it considers necessary to protect the interests of the CITY. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure.

6.4 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, OWNER is found to be in compliance with this Agreement, CITY shall, upon written request by OWNER, issue a Certificate of Agreement Compliance (“Certificate”) to OWNER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the Community Development Director and City Council that (1) this Agreement remains in effect and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate with the County Recorder.

Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the Community Development Director or City Council.

7. DEFAULT AND REMEDIES.

7.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages:
(a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or
(b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or
(c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:

29 (a) Money damages are unavailable against CITY as provided in Section 7.1 above.
(b) Due to the size, nature and scope of the project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts.

7.3 Release. Except for non-damage remedies, including the remedy of specific performance and judicial review as provided for in Sections 7.2 and 6.3, respectively, OWNER, for itself, its successors and assignees, hereby releases the CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon the CITY because it entered into this Agreement or because of the terms of this Agreement.

7.4 Termination of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 6.3 herein, in addition to the remedy of specific performance as set forth in Section 7.2, CITY may terminate this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, CITY may terminate this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

7.5 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

30 8. THIRD PARTY LITIGATION.

8.1 General Plan Litigation. CITY has determined that this Agreement is consistent with its General Plan, as such called General Plan exists as of the Effective Date (“General Plan”), and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with CITY’s determination.

CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan of this Agreement as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law.

8.2 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any such claim, action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding.

8.3 Indemnity. In addition to the provisions of 8.2 above, OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER’s employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action.

8.4 Environment Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action.

31 8.5 Reservation of Rights. With respect to Sections 8.2, 8.3 and 8.4 herein, CITY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER shall reimburse CITY forthwith for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefor.

8.6 Survival. The provisions of this Sections 8.1 through 8.6, inclusive, shall survive the termination of this Agreement.

9. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement.

Any Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law.
(b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement.
(c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement.

Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof shall continue to

32 be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement.

10. MISCELLANEOUS PROVISIONS.

10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Yolo County Recorder by the City Clerk within ten (10) days of CITY’s entry into this Agreement, as required by Section 65868.5 of the Government Code. If the parties to this Agreement or their successors in interest amend or cancel this Agreement as provided for herein and in Government Code Section 65868, or if the CITY terminates or modifies the agreement as provided for herein and in Government Code Section 65865.1 for failure of the applicant to comply in good faith with the terms or conditions of this Agreement, the City Clerk shall have notice of such action recorded with the Yolo County Recorder.

10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including but not limited to the payment of the fees set forth therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever.

10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

10.6 Singular and Plural. As used herein, the singular of any word includes the plural.

10.7 Joint and Several Obligations. Subject to Section 2.4, if at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one owner, all obligations of such owners under this Agreement shall be joint and several, and the default of

33 any such owner shall be the default of all such owners. Notwithstanding the foregoing, no owner of a single lot which has been finally subdivided and sold to such owner as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof.

10.8 Time of Essence. Time is of the essence in the performance of .the provisions of this Agreement as to which time is an element.

10.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

10.10 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

10.11 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control, (including the party’s employment force), government regulations, court actions (such as restraining orders or injunctions), or other causes beyond the party’s control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years.

10.12 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof.

10.14 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.

10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of

34 the County of Yolo, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

10.16 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the owner of such property.

10.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. The City Manager may delegate his or her powers and duties under this Agreement to the Community Development Director or other management level employee of the CITY. CITY shall cooperate in good faith with OWNER in the implementation of the Development of the Property to support successful development of each of the allowed land uses in the Specific Plan Area. They City acknowledges that OWNER has made and will be required to make additional investments to implement the Plan. This Agreement provides assurance to OWNER that the City will cooperate and assist in completion of the annexation process. City agrees that it will accept, in good faith, for processing, review and action, including but not limited to all applications for lot line adjustments, large lot subdivision maps, zoning, special permits, development permits, tentative maps, subdivision maps or other entitlements for use of the Property in accordance with the General Plan and this Agreement.

10.18 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain.

10.19 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Community Development Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto.

35 10.20 Estoppel Certificate. Within thirty (30) days following a written request by any of the parties, the other party shall execute and deliver to the requesting party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification except as may be represented by the requesting party and that there are no uncured defaults in the performance of the requesting party, except as may be represented by the requesting party. OWNER shall pay to CITY all costs incurred by CITY in connection with the issuance of estoppel certificates under this Section 10.20 prior to CITY’s issuance of such certificates.

10.21 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement on the day and year set forth below.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]

36 SIGNATURE PAGE

TO DEVELOPMENT AGREEMENT
(Heaton Development—Woodland Research and Technology Park) "OWNER"
Thomas Heaton and Olga Chengaeva, Trustees
of the Thomas Heaton and Olga Chengaeva
Trust
By: _____________________
Name: Thomas Heaton
Its: Trustee
Date: _______________
By: _____________________
Name: Olga Chengaeva
Its: Trustee
Date: ____________________
"CITY"

CITY OF WOODLAND,
a California municipal corporation
By:

Victoria Fernandez
Mayor
Date: ___________________
ATTEST:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
City Attorney

37 EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

EXHIBIT “A”

PROPERTY DESCRIPTION

REAL PROPERTY IN THE UNINCORPORATED AREA OF THE COUNTY OF YOLO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL ONE:

A PORTION OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 9, NORTH RANGE 2 EAST, M.D.B.&M., YOLO COUNTY, CALIFORNIA AS SHOWN ON THAT MAP FILED IN BOOK 10 OF MAPS AND SURVEYS, PAGE 27, YOLO COUNTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE STATE OF CALIFORNIA PROPERTY LINE THAT IS DISTANT THE FOLLOWING (2) COURSES FROM THE WEST QUARTER CORNER OF SAID SECTION 9 AS SAME APPEARS ON SAID MAP: (1) SOUTH 89°37’12" EAST 2578.10 FEET AND (2) SOUTH 00°52’09" WEST 628.62 FEET.

THENCE FROM SAID POINT OF BEGINNING AND EXTENDING ALONG THE SAID STATE OF CALIFORNIA PROPERTY LINE SOUTH 00° 52’09" WEST 2016.33 FEET

TO A POINT ON THE SOUTH LINE OF SAID SOUTHWEST QUARTER OF SECTION 9; THENCE LEAVING SAID STATE OF CALIFORNIA PROPERTY LINE AND EXTENDING ALONG SAID SOUTH SECTION LINE NORTH 89° 37’03" WEST 1500.24 FEET MORE OR LESS TO A POINT ON THE STATE OF CALIFORNIA PROPERTY LINE; THENCE LEAVING SAID SOUTH SECTION LINE AND

EXTENDING ALONG SAID STATE OF CALIFORNIA PROPERTY LINE THE FOLLOWING (4) COURSES: (1) NORTH 15°40’50" EAST 65.16 FEET, (2) NORTH 18°24’00" EAST 1191.33 FEET, (3) NORTH 23°16’08" EAST 603.10 FEET AND (4) NORTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 930.00 FEET; THROUGH A CENTRAL ANGLE OF 19°58’53" AN ARC DISTANCE OF 324.33 FEET; THENCE LEAVING SAID STATE OF CALIFORNIA PROPERTY LINE SOUTH 89°07’51" EAST 722.00 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE FOLLOWING:
(A) AN UNDIVIDED ¼ INTEREST IN AND TO ALL OIL, GAS, STEAM,

HYDROCARBON SUBSTANCES AND MINERALS AS RESERVED IN DEED

EXECUTED BY CROCKER BANK, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE TO WILLIAM B. SCHOENINGH AND EDNA L. SCHOENINGH, HUSBAND AND WIFE, RECORDED JUNE 24, 1974 IN BOOK 1108 OF OFFICIAL RECORDS, PAGE 488.
(B) AN UNDIVIDED ¼ INTEREST IN AND TO ALL OIL, GAS, STEAM,

HYDROCARBON SUBSTANCES AND MINERALS, AS RESERVED IN DEED EXECUTED BY LAVERNE A OESTE, TO WILLIAM B. SCHOENINGH AND EDNA L.

EXHIBIT “A”

PROPERTY DESCRIPTION

SCHOENINGH, HUSBAND AND WIFE, DATED JUNE 18, 1974, RECORDED JUNE 24, 1974 IN BOOK 1108 OF OFFICIAL RECORDS, PAGE 490.
(C) THAT PORTION SOUTH OF THE CITY OF WOODLAND URBAN LIMIT LINE AS ESTABLISHED BY THE MEASURE A PUBLIC VOTE IN JUNE OF 2006.

APN: 041-020-030-000
PARCEL TWO:

A PORTION OF THE SOUTHWEST QUARTER OF SECTION 9, TOWNSHIP 9 NORTH, RANGE 2 EAST, M.D.B.&M., YOLO COUNTY, CALIFORNIA AS SHOWN ON THAT MAP FILES IN BOOK 10 OF MAPS AND SURVEYS AT PAGE 27, YOLO

COUNTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE STATE OF CALIFORNIA PROPERTY LINE THAT IS DISTANT THE FOLLOWING (2) COURSES FROM THE WEST QUARTER CORNER OF SAID SECTION 9 AS SAME APPEARS ON SAID MAP: (1) SOUTH 89° 37’ 12" EAST 2638.10 FEET AND (2) SOUTH 00°52’ 09" WEST 131.52 FEET.

THENCE FROM SAID POINT OF BEGINNING AND EXTENDING ALONG THE SAID STATE OF CALIFORNIA PROPERTY LINE THE FOLLOWING (3) COURSES:
(1)SOUTH 13° 19’ 20" WEST 164.55 FEET, (2) SOUTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 1042.00 FEET, THROUGH A CENTRAL ANGLE OF 12° 27’ 11", AND AN ARC DISTANCE OF 226.48 FEET, AND (3) SOUTH 00° 52’ 09" WEST 111.70 FEET; THENCE LEAVING SAID STATE OF CALIFORNIA PROPERTY NORTH 89° 07’ 51" WEST 722.00 FEET TO A POINT ON THE SAID STATE OF CALIFORNIA PROPERTY LINE; THENCE ALONG SAID STATE OF CALIFORNIA PROPERTY LINE THE FOLLOWING (5) COURSES: (1) NORTHEASTERLY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 930.00 FEET, THROUGH A CENTRAL ANGLE OF 7°56’ 59", AN ARC DISTANCE OF 129.04 FEET, (2) NORTH 51° 12’ 00" EAST 525.61 FEET, (3) NORTH 38° 22’ 08" EAST 126.73 FEET, (4) NORTH 84° 51’ 37" EAST 180.34 FEET, AND (5) SOUTH 29° 38’ 29" EAST 54.39 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THE FOLLOWING:
(A) AN UNDIVIDED ¼ INTEREST IN AND TO ALL OIL, GAS, STEAM,

HYDROCARBON SUBSTANCES AND MINERALS AS RESERVED IN DEED

EXECUTED BY CROCKER BANK, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE TO WILLIAM B. SCHOENINGH AND EDNA L. SCHOENINGH, HUSBAND

EXHIBIT “A”

PROPERTY DESCRIPTION

AND WIFE, RECORDED JUNE 24, 1974 IN BOOK 1108 OF OFFICIAL RECORDS, PAGE 488.
(B) AN UNDIVIDED ¼ INTEREST IN AND TO ALL OIL, GAS, STEAM,

HYDROCARBON SUBSTANCES AND MINERALS AS RESERVED IN DEED EXECUTED BY LAVERNE A. OESTE, TO WILLIAM B. SCHOENINGH AND EDNA L.

SCHOENINGH, HUSBAND AND WIFE, DATED JUNE 18, 1974, RECORDED JUNE 24, 1974 IN BOOK 1108 OF OFFICIAL RECORDS, PAGE 490.

APN: 041-020-031-000
SEE EXHIBIT “B” ATTACHED HERETO AND MADE A PART HEREOF
PREPARED BY: CUNNINGHAM ENGINEERING CORP.

AUGUST, 2023

38 EXHIBIT B

MAP OF PROPERTY

CR 25A
CR 100A
HWY 113
T9N, R2E, S9
T9N, R2E, S16 CR 101
1 CC
CC

SG WOODLAND
08/30/2023
JOB No:

OF
SHEET
DATE:

SCALE

CHECKED
DRAWN
DESIGNED 1" = 600'
1 S:\Projects\1500\1593 Spring Lake Master Plan Remainder Area\AutoCAD\1593-00-04 Specific Plan Preparation & Suppport\PROPERTY DESCRIPTIONS\PROPERTY MAPS\1593-00-04 HEATON-BULLSEYE EXHIBIT B PLATS.dwg - HEATON 8/30/2023 - 8:23AM Plotted by: chris 1593.00.04

WOODLAND RESEARCH AND

TECHNOLOGY PARK
2940 Spafford Stret, Suite 20 Davis, CA 95618
(530) 758-2026
2120 20th Street, Suite Three
Sacramento, CA 95818
(916) 455-2026
CECWEST.COM Sacramento Office Davis Office Project Planning Civil Engineering Landscape Architecture CALIFORNIA EXHIBIT "B" - THOMAS C. HEATON AND

OLGA CHENGAEVA

WOODLAND URBAN

LIMIT LINE
THOMAS C. HEATON AND OLGA

CHENGAEVA
PORTION OF APN: 041-020-030 BULLSEYE LAND COMPANY LLC
PORTION OF APN: 041-020-042
0 SCALE: 1" = 600'
300 600
THOMAS C. HEATON

AND OLGA CHENGAEVA

BULLSEYE LAND COMPANY LLC
PORTION OF APN: 041-020-042

31.78± AC.

APN: 041-020-031
PORTION OF APN: 041-020-030

5.17± AC.

10.01± AC.

39 EXHIBIT C

DEVELOPMENT PLAN

P26 CAL WEST PHASE 4

HEIDRICK
RANCH,
PHASES 2 & 3
SPRING
LAKE

CENTRAL
PARK
SOLARA

RANCH OYANG
NORTH
OYANG
SOUTH

SPRING LAKE
CENTRAL - PHASE 3 CAL WEST PHASE 1

SPRING LAKE

CENTRAL
MULTI-FAMILY CITY OF WOODLAND PIONEER VILLAGE PHASE 2
ROAD B
ROAD D
ROAD F
ROAD B ROAD E ROAD D MARSTON DR. P26 ROAD F PARKLAND AVE. ROAD B ROAD C HARRY LORENZO AVE. PROPOSED FUTURE INTERCHANGE CONFIGURATION ROAD A ROAD A ROAD G RTP/ TO RTP RTP/CCO

RTP/RFO

RTP/RFO
FARMERS CENTRAL RD. VCOS VCLDRMDRMDR VCMDRLDR OS OS OS (DET POND) LDR HC HDR VCMU VCMDR PP LDR OS OS OS HDR/CCO OS OS CR 25A HARRY LORENZO AVE. CAL WEST PHASE 4

HEIDRICK
RANCH,
PHASES 2 & 3
SPRING
LAKE

CENTRAL
PARK
SOLARA

RANCH OYANG
NORTH
OYANG
SOUTH

SPRING LAKE
CENTRAL - PHASE 3 CAL WEST PHASE 1

SPRING LAKE

CENTRAL
MULTI-FAMILY CITY OF WOODLAND PIONEER VILLAGE PHASE 2 EXISTING ZONING LAND USE ZONING EXHIBIT WOODLAND RESEARCH AND TECHNOLOGY PARK Sacramento Office 107/12/2023 JOB NO: OF SHEET DATE: SGLESG SCALE CHECKED BY: DRAWN BY: DESIGNED BY: 1" = 300' 1 CITY OF WOODLAND CALIFORNIA 1593.00.04 Project Planning Civil Engineering Landscape Architecture 2940 Spafford Stret, Suite 20 Davis, CA 95618 (530) 758-2026 2120 20th Street, Suite Three Sacramento, CA 95818 (916) 455-2026 CECWEST.COM Davis Office 0 SCALE: 1" = 1000' 500 1000 PROPOSED CITY OF WOODLAND ZONING HWY 113 AGRICULTURAL LEGEND HIGH DENSITY RESIDENTIAL WITH COMMUNITY COMMERCIAL OVERLAY RESEARCH & TECHNOLOGY PARK WITH TRANSITIONAL OVERLAY RESEARCH & TECHNOLOGY PARK WITH COMMUNITY COMMERCIAL OVERLAY RESEARCH & TECHNOLOGY PARK WITH RESEARCH FLEX OVERLAY HWY 113 LOW DENSITY RESIDENTIAL MEDIUM DENSITY RESIDENTIAL HIGH DENSITY RESIDENTIAL VILLAGE CENTER MIXED USE RESEARCH & TECHNOLOGY PARK HIGHWAY COMMERCIAL VILLAGE CENTER OPEN SPACE LDR MDR HDR HDR/CCO VCMU RTP RTP/TO RTP/CCO RTP/RFO HCOS VCOS VCLDR VILLAGE CENTER LOW DENSITY RESIDENTIAL VCMDR VILLAGE CENTER MEDIUM DENSITY RESIDENTIAL GREENBELTS, OPEN SPACE DET POND DETENTION POND PP PEDESTRIAN PROMENADE EXISTING WOODLAND CITY LIMITS EXISTING WOODLAND CITY LIMITS

40 EXHIBIT D

INFRASTRUCTURE PHASING RULES
In order to proceed with development of their property, each owner within the Woodland Research and Technology Park Specific Plan Area is required by the Development Agreement entered into with the City to submit to City and obtain approval of an Infrastructure Phasing Plan (“Phasing Plan”) for each phase of development prior to approval of a tentative subdivision map for the property included in such phase. Owners are not required to seek approval of a Phasing Plan as described herein until they or their successor in interest to the Development Agreement apply for a tentative subdivision map for all or a portion of their property. The Phasing Plan must be consistent with these Infrastructure Phasing Rules (the “Rules”). For these Rules, all references to LDR also includes VCLDR and all references to MDR also includes VCMDR.

Each Phasing Plan shall ensure that the Improvements required for the development of the Property consistent with the Development Plan shall be completed prior to or concurrently with the development of the Property in accordance with the Phasing Plan for the Property. The Improvements included in the Plan must be supported by engineering studies that are based on sound engineering judgment and the technical studies and documents that provide support for the adoption of the Specific Plan.

The City and all property owners within the Specific Plan Area anticipate that the residential units in the LDR and MDR zones of the Specific Plan will be developed early in the overall build out of the Specific Plan Area, and generally prior to the development of high density residential and commercial development contemplated by the Specific Plan. In order to ensure that the Improvements required for the development of the Specific Plan Area are constructed in a manner that will serve that early development in a functional manner and ensure that there is not a delay in the provision of necessary infrastructure, each Plan that includes residential units in an LDR or MDR zone must construct infrastructure that is equal in value, based on the Engineer’s Estimate of Costs set forth in the CIP (as amended and adjusted for CCI) to not less than 145% or more than 150% of the RTIF (excluding the RTIF administration category) required to be paid for LDR units and not less than 125% or more than 130% of the RTIF (excluding the RTIF administration category) required to be paid for MDR units (based on the then current RTIF at the time the Phasing Plan was approved) for the residential units that are to be constructed in the LDR and/or MDR zones as part of such phase. .

The infrastructure to be counted toward the 150% or 130%, as applicable, of total value shall not include any dedications of right of way required to be made by the Owner or future developer of the Property. Such dedications, which shall be made as conditions on the applicable tentative subdivision map, shall be subject to reimbursement from future development in accordance with the Public Infrastructure Reimbursement Rules if the right of way is included in the CIP.

Each Phasing Plan that includes residential units in a LDR and/or MDR zone shall include all Improvements required for the development of the property included in the applicable phase, plus additional backbone and off-site improvements as determined to be appropriate for

41 the applicable phase in consultation with the City Engineer. In determining the backbone and off-site improvements to be included in the Plan, Developer and City shall work to design, fund and construct the following improvements as determined by the City Engineer:
 The Developer shall obtain approval from the City Engineer for improvement plans and shall provide improvement security in amounts consistent with the requirements Government Code Section 66499-66499.10 for all improvements set forth in the Plan prior to or concurrently with recordation of the first final subdivision map for the phase covered by the Plan.
 The City may, at its discretion, require additional on-site Improvements as part of the phase that are not specifically included in the engineering analysis for the applicable phase, but are deemed appropriate by the City Engineer, in consultation with Owner’s Engineer for such development (e.g.,, traffic calming measures, left turn lanes for the benefit of bicycle and pedestrian safety, design requirements for roundabouts).  In order to facilitate the construction of non-residential development, the first Plan including LDR or MDR units submitted to and approved by City shall include the extension of underground utilities to the Road B/County Road 25A (“CR 25A”) intersection. This Plan shall also include the construction of Road A and Road B south of CR 25A, and Road G between Road A and Road B. Alternatively, the Owner may instead propose to construct non-residential infrastructure on the north side of CR 25A, and City may, in its sole discretion, allow for this alternative to be included in the first Plan rather than the extension of roads south of CR 25A.  The Plan for the first 500 residential units1 to be developed cumulatively in the MDR and LDR zones in the Specific Plan shall require the Owner to provide sufficient funding to design and construct the CR 25A/State Route 113 (“SR 113”) interchange. Each of the first five hundred units shall contribute toward the CR 25A/State Route 133 (“SR 113”) interchange according to the following formula:

Per unit contribution = project cost * 1.2 * 0.53/500 units The project cost is the amount listed in the CIP with an annual adjustment by CCI The 1.2 factor provides an extra contingency amount to make sure the project is adequately funded

0.53 is the cost share for the WRTP as reflected in the CIP The first 350 units shall make this contribution at building permit. Any units from 351- 500 shall make this contribution at final map.

The Owner may elect to perform a traffic study in order to defer the collection of project funds and the timing of construction. The City Engineer shall review the results of the traffic study and determine the timing of the collection of project funds and the timing of construction.
 The Plan that includes the 600th residential unit shall include the completion of Road B between CR 25A and Parkland.
 The Plan that includes the 750th residential unit shall include the mobility hub improvements if they have not been constructed previously. 1 All references to the number of residential units in these Phasing Rules refer to the cumulative number of residential units developed in the LDR and MDR zones of the Specific Plan. Residential units in other zones are not counted toward the threshold number of residential units triggering various public improvements as set forth in these Rules.

42  The Parkland Ave Overcrossing abutment fill slope, dirt placement, compaction to CalTrans standards and stabilization must be included in the Plan that includes the first storm drainage pond.
 Any phase that will include the cumulative approval of more than 450 residential units must include construction of at least 1/3 of the Yard park improvements.  The Plan for any phase of development of land that accesses Marston Drive must provide for the construction of a connection of Marston Avenue to CR 25A from either Road D or Road B if such a connection was not previously constructed, to ensure that any development that accesses Marston Avenue will be able to connect to the CR 25A/SR 113 interchange without traveling through the Spring Lake Specific Plan Area.  The Plan for the first phase of development of land north of Parkland Avenue must provide for the construction of at least one eastbound lane and one westbound lane of Parkland Avenue between Road B and Harry Lorenzo Avenue.  Greenbelts and park infrastructure that is included on the eastern and northern edges of the Specific Plan shall be included with the phase that includes any adjacent development. Further, any phase that includes residential development adjacent to a greenbelt shall include improvement of that greenbelt area within the Plan for that phase of development.
 The City may, at its option, require Owner to construct the Improvements described in the approved Plan or City may construct such improvements itself. Responsibility for construction of the improvements shall be indicated in the approved Plan. In the event the City constructs some or all of the Improvements included in the Plan, Owner shall be required to pay the full cost of the Improvements (or Owner’s proportionate share of the cost, as indicated in the Plan), even if the reimbursement available through the RTIF is less than the actual cost of constructing the improvements.  The City may, at its discretion, reject a Plan that includes partially constructed infrastructure. In the alternative, the City may reduce the amount of reimbursement that Owner may receive based on a determination by the City Engineer of the estimated additional costs that will be incurred by future developers to complete such infrastructure, which costs would not be incurred if the infrastructure was completed as a single project.

Such determination shall be made in accordance with the Public Infrastructure Reimbursement Rules.
 Certain infrastructure improvements included in the CIP are not triggered by specific development and are not required based on a specific number of units (e.g., Gateway Monuments and enhanced landscaping). Those improvements shall be included in Plans in consultation with the City as needed to comply with the requirement to provide Improvements equal to 150% of the applicable phase’s RTIF obligation for LDR units and 130% for MDR units.
 City may, at its discretion, delay the timing of infrastructure such that it falls to a future developer, then that future developer waives the right to contest the change in infrastructure requirements.
 All Improvements that are included in the CIP must be funded, constructed, or the Owner shall have entered into a public improvement agreement and provided the required security for such Improvements prior to recordation of the final subdivision map that includes the final residential units to be developed in the LDR and MDR zones.

43 EXHIBIT E

WRTP CAPITAL IMPROVEMENT PLAN MODIFICATIONS
It is understood that the following CIP items will need additional work after Specific Plan approval in order to provide a more accurate project cost for the CIP and fee program. The following items shall be investigated further so that the CIP and the fee program can be updated prior to the issuance of the first building permit in the Specific Plan. The CIP shall be updated consistent with the review and update of all of these items prior to the approval of the first phasing plan. These items need to be updated prior to first tentative map and phasing plan (because of right of way and cost implications). Tentative Map submissions to create large parcel maps do not trigger this requirement if they do not allow for development of LDR, VCLDR, MDR, or VCMDR residential units. The City shall enter into the contracts required to complete the work required to complete the following items with funding provided by the Owner and other property owners within the Specific Plan Area. OWNER and CITY agree that the City’s staff time and legal expenses will be paid from the administrative portion of the RTIF. -The CIP was developed assuming that the existing cross section for CR 25A can be reused for the future alignment of this roadway. If this is not true then there could be significant additional costs added to the CIP. Applicant to perform preliminary design work to verify horizontal and vertical alignment and update the cost estimate for CR 25A. -Applicant to obtain survey information for Parkland Ave OC design to verify the amount of fill material needed for the abutment fill section. This information is also needed to set the right of way footprint for the abutment.
-The interchange footprint needs to be verified and included in the CIP update and in the dedication exhibit.
-The Miscellaneous segment of the CIP needs to be broken down in more detail by location so that the City can determine which developer to reimburse for what work. -The Greenbelts, Parks and Ponds section of the CIP needs to be broken down in more detail by location so that the City can determine which developer to reimburse for what work. -The development team will need to perform earthwork testing to determine if the pond excavation can be used as abutment fill material. Abutment backfill estimate to consider meeting Caltrans specifications. Surveying to be performed to determine quantities more accurately. If this earthwork testing is not performed, then the cost estimates shall be increased to account for off-hauling of the pond material and importing of the abutment material. -Section N-N needs to be updated to account for modifications associated with the CR 25A/SR 113 interchange plans. The north side of section N-N and O-O will be modified to construct the landscaping and sidewalk. The south side of section N-N and O-O will not have a sidewalk (unless required by Caltrans).

44 -Review whether to add a sound wall to the CIP on the north side of CR 25A from the eastern edge of the Specific Plan to Road D.
-HCP/Ag mitigation to be included in the off site projects (if it applies). -The size of roundabouts needs to be reviewed and approved by City staff prior to the update of the CIP and the dedication exhibit update.
-The City plans to change the name of County Road 25A (name is still not determined). The cost estimate will include the changes to any signs as part of the interchange project or the improvements to CR 25A.
-Subject to Caltrans approval, the City may choose to add minor landscaping improvements on the east side of SR 113 adjacent to the WRTP (planting/watering of trees and/or planting vines on the sound wall).
-The development team shall update unit costs in the CIP prior to updating the RTIF fee. The most recent cost estimate for the interchange will be included in the CIP update and the RTIF update.

45 EXHIBIT F

MASTER PLANNING AND DESIGN OBLIGATIONS
OWNER agrees that it will provide funding for certain master planning and design efforts that are required as part of the Specific Plan. These master planning and design efforts are required by the Specific Plan to be completed prior to the issuance of certain development approvals within the Specific Plan collectively, and as a result, certain developers within the Specific Plan may fund these master planning and design efforts in order to proceed with development and seek reimbursement from the other property owners within the Specific Plan Area pursuant to the Public Infrastructure Reimbursement Rules. In the event that other property owners have funded any of the master planning and design efforts set forth below, OWNER shall provide reimbursement for OWNER’s proportionate share of the costs of such master planning and design efforts pursuant to the Public Infrastructure Reimbursement Rules. OWNER and CITY agree that the City’s staff time and legal expenses will be paid from the administrative portion of the RTIF.

The master planning and design efforts are as follows:
 Master Parks Plan for Design of “The Yard” park as described in Section 6.2.3 of the Specific Plan. The Master Parks Plan for the Yard shall be consistent with and shall include the amenities set forth in the concept plan for The Yard that is attached to the CIP and will include a master plan level of design for The Yard. The Master Parks Plan shall be funded by contributions by OWNER and/or other property owners within the Specific Plan Area. The Master Parks Plan must be complete prior to the approval of the first tentative subdivision map or any other Subsequent Development Approval within the Specific Plan Area (excepting development of the Business Incubator property as set forth in the Development Agreement or development of affordable housing on a land dedication site as set forth in the WRTP Affordable Housing Plan). Tentative Map submissions to create large parcel maps do not trigger this requirement if they do not allow for the development of LDR, VCLDR, MDR or VCMDR residential units .  Comprehensive Planting and Street Tree Palette. OWNER and other property owners within the Specific Plan Area shall fund the preparation of a comprehensive planting and street tree palette for both private and public landscaping improvements within the Specific Plan Area as more particularly described in Section 6.2.3 of the Specific Plan.

This effort shall also include guidance on street furnishings, street lighting palettes and the conceptual design of Gateway monuments at the intersections of Road 25A and Road B and Road B and Marston Road. The Planting and Street Tree Palette shall be funded by contributions by OWNER and/or other property owners within the Specific Plan Area.

The Planting and Street Tree Palette must be complete prior to the approval of the first tentative subdivision map or any other Subsequent Development Approval within the Specific Plan Area (excepting development of the Business Incubator property as set forth in the Development Agreement or development of affordable housing on a land dedication site as set forth in the WRTP Affordable Housing Plan).

46  TDM/VMT Program. OWNER and other property owners shall fund the preparation of a Comprehensive Transportation Demand Management/Vehicle Miles Traveled Reduction Program (“TDM/VMT Program”) that shall (1) establish transportation strategies, programs, facilities or services for the purpose of VMT reduction and (2) provide specific VMT reduction strategies that all property owners/tenants shall be required to implement through individual Project-level TDM Plans consistent with the TDM/VMT Program.

The TDM/VMT Program is more particularly described in Section 6.2.3 of the Specific Plan. The measures included in the TDM/VMT Program shall in combination achieve a 10 percent reduction in Plan Area VMT per capita compared to baseline conditions by 2035. The TDM/VMT Program shall be funded by contributions by OWNER and/or other property owners within the Specific Plan Area. The TDM/VMT Program must be complete prior to the approval of the first tentative subdivision map or any other Subsequent Development Approval within the Specific Plan Area. Prior to or as a condition of approval of OWNER’s first tentative subdivision map for the Property, OWNER must demonstrate to the satisfaction of CITY that a funding mechanism has been established to the satisfaction of CITY that will provide sufficient funding on an ongoing basis to implement and maintain the Project-level TDM Plan or Plans for the Property.
 Infrastructure Study Report. OWNER and the other property owners within the Specific Plan Area shall fund the preparation of an Infrastructure Study Report which shall include the following items:
-sound wall layout
-signal interconnect exhibit
-right of way dedication exhibit
-greenway dedication exhibit
-the yard exhibit and cost estimate
-mobility hub exhibit and cost estimate
-CFD map showing what will be maintained
-Map and description for wells and pipes
-Technical memos including correspondence (if necessary) and appendices (storm drainage, sewer, water, traffic etc)

47 EXHIBIT G

PUBLIC DEDICATIONS

PHASE 4
T9N, R2E, S4 T9N, R2E, S9

CAL WEST
PHASE 4
ROAD D
ROAD F
PARKLAND AVE.

ROAD E

MARSTON
CR 25A
ROAD C
ROAD A

ROAD B ROAD D
ROAD B
HWY 113 HARRY
CR 100A ROAD A ROAD B SPRING LAKE CENTRAL PARK SOLARA RANCH OYANG NORTH OYANG SOUTH SPRING LAKE CENTRAL - PHASE 3 ROAD G

CAL WEST
PHASE 1HARRY LORENZO AVE.

CITY OF

WOODLAND

PROPOSED
FUTURE

INTERCHANGE
CONFIGURATION AVE. HEIDRICK RANCH, PHASES 2 & 3 LORENZO SPRING LAKE CENTRAL MULTI-FAMILY 619'
277' 20' 334' 23.5' 214'
1694'
844'40'
35'
VARIES
10'-13' ± 35'
VARIES
43'-44' ±
VARIES
29'-37' ±
16' ±
VARIES
43'-45' ±
1 SG
LE

SG WOODLAND
08/01/23
JOB No:

OF
SHEET
DATE:

SCALE

CHECKED
DRAWN
DESIGNED 1" = 800'
1 S:\Projects\1500\1593 Spring Lake Master Plan Remainder Area\AutoCAD\1593-00-06 CAPITAL IMPROVEMENTS\EXHIBITS\1593-00-06 GREENWAY EXHIBIT\1593-00-06 GREENWAY EXHIBIT.dwg - 8.5X11 8/01/2023 - 10:15AM Plotted by: chris 1593.00.06

WOODLAND RESEARCH AND

TECHNOLOGY PARK
GREENWAY DEDICATION EXHIBIT 2940 Spafford Stret, Suite 20 Davis, CA 95618 (530) 758-2026
2120 20th Street, Suite Three
Sacramento, CA 95818
(916) 455-2026
CECWEST.COM Sacramento Office Davis Office Project Planning Civil Engineering Landscape Architecture NOTES:

GREENWAY AREA

AREA OUTSIDE MASTER PLAN
SEE DETENTION POND NOTE #1
SEE DETENTION POND NOTE #2

DIMENSIONS OF WIDENED AREAS AT

KEY INTERSECTIONS TO BE

DETERMINED WITH TENTATIVE MAPPING

EXISITING PROPERTY LINE

EXISITING RIGHT OF WAY

AREA TO BE DEDICATED AS STREET

RIGHT OF WAY OR EASEMENT
LEGEND:

1. THIS EXHIBIT IS BASED ON BEST AVAILABLE INFORMATION AT THE TIME OF PREPARATION. IN ALL CASES THE REQUIREMENTS OF THE WOODLAND RESEARCH AND TECHNOLOGY PARK SPECIFIC PLAN TAKE PRECEDENCE. IT

SHOULD BE ASSUMED THAT FURTHER ADJUSTMENT FOR ACTUAL GREENWAY AND PARK DEDICATION MAY BE REQUIRED. DISTANCES ARE APPROXIMATE

AND SUBJECT TO CHANGE WITH FORMAL BOUNDARY SURVEY(S) AND/OR DESIGN. ANY CHANGE IN GREENWAY DIMENSIONS TO BE CONSISTENT WITH ACREAGE IN SPECIFIC PLAN.

3. PROPERTY LINES BASED ON RECORD INFORMATION. ACTUAL PROPERTY LINE LOCATIONS MAY CHANGE UPON FIELD SURVEYING.

CALIFORNIA
0 SCALE: 1" =800'
800 400 800

PEDESTRIAN

PROMENADE
YARD
DETENTION POND NOTES:

1. PROPOSED DETENTION POND - DIMENSIONS SUBJECT TO CHANGE BASED ON FINAL STORM WATER CALCULATIONS AND TENTATIVE MAP LAYOUT.

2. PROPOSED DETENTION POND - DIMENSIONS SUBJECT TO CHANGE BASED ON FINAL STORM WATER CALCULATIONS.

EXISTING PEDESTRIAN

OVERPASS DEDICATION

PHASE 4
APN:
041-020-031
APN: 041-020-030
T9N, R2E, S4
T9N, R2E, S9
APN: 041-020-042
APN: 041-020-010
APN: 041-020-017
APN: 041-020-043
APN: 041-080-017
113.5'
79'
84'
60'

65.5'
71'
134'
60'
75'
72'
74' 120'
72' 72'
53'
76' 75'

CAL WEST
PHASE 4
78'
72'
111'
ROAD D
ROAD F
PARKLAND AVE.

ROAD E

MARSTON
CR 25A
ROAD C
ROAD A

ROAD B ROAD D
ROAD B
HWY 113 HARRY LORENZO AVE.

CR 100A ROAD A ROAD B HEIDRICK RANCH, PHASES 2 & 3 SPRING LAKE CENTRAL PARK SOLARA RANCH OYANG NORTH OYANG SOUTH SPRING LAKE CENTRAL - PHASE 3 ROAD G
75'

CAL WEST
PHASE 1HARRY LORENZO AVE.SPRING LAKE CENTRAL MULTI-FAMILY

CITY OF

WOODLAND
60'
134'
118' 90'
159'
167' 111'
111'

PROPOSED FUTURE

INTERCHANGE

CONFIGURATION
144'
108'
139'
N00°53'33"E 252'
1 SG
LE

SG WOODLAND
02/21/22
JOB No:

OF
SHEET
DATE:

SCALE

CHECKED
DRAWN
DESIGNED 1" = 800'
1 S:\Projects\1500\1593 Spring Lake Master Plan Remainder Area\AutoCAD\1593-00-06 CAPITAL IMPROVEMENTS\EXHIBITS\1593-00-06 ISR DEDICATION EXHIBIT\1593-00-06 ISR DEDICATION EXHIBIT.dwg - 8.5X11 2/21/2022 - 10:31AM Plotted by: Liz 1593.00.06

WOODLAND RESEARCH AND

TECHNOLOGY PARK
DEDICATION EXHIBIT 2940 Spafford Stret, Suite 20 Davis, CA 95618 (530) 758-2026
2120 20th Street, Suite Three
Sacramento, CA 95818
(916) 455-2026
CECWEST.COM Sacramento Office Davis Office Project Planning Civil Engineering Landscape Architecture NOTES:
. . SPECIFIC PLAN AREA
. . AREA OUTSIDE MASTER PLAN
. . EXISITING PROPERTY LINE
. . EXISITING RIGHT OF WAY
. . AREA TO BE DEDICATED AS

STREET RIGHT OF WAY OR

EASEMENT
LEGEND:

1. THIS EXHIBIT IS BASED ON BEST AVAILABLE INFORMATION AT THE TIME OF PREPARATION. IN ALL CASES THE REQUIREMENTS OF THE WOODLAND RESEARCH AND TECHNOLOGY PARK SPECIFIC PLAN TAKE PRECEDENCE. IT

SHOULD BE ASSUMED THAT FURTHER ADJUSTMENT FOR ACTUAL RIGHT-OF-WAY DEDICATION MAY BE REQUIRED. BEARINGS AND DISTANCES ARE APPROXIMATE

AND SUBJECT TO CHANGE WITH FORMAL BOUNDARY SURVEY(S) AND/OR DESIGN.

2. ALL INTERSECTIONS INVOLVING COLLECTORS AND/OR ARTERIALS AND/OR

ROUNDABOUTS WILL LIKELY NEED ADDITIONAL RIGHT-OF-WAY FOR WIDENING TO ACCOMMODATE TURNING LANES. PLACEMENT OF TURNING LANES CAN NOT REDUCE FRONTAGE LANDSCAPE WIDTHS. ADDITIONAL INTERSECTIONS MAY REQUIRE WIDENING DEPENDING ON FUTURE TRAFFIC STUDIES.

3. AREA REQUIRED FOR SPRING LAKE MONUMENTS TO BE DETERMINED.

4. PROPERTY LINES BASED ON RECORD INFORMATION. ACTUAL PROPERTY LINE LOCATIONS MAY CHANGE UPON FIELD SURVEYING.

5. STREETS WITH BUS TURNOUTS WILL REQUIRE ADDITIONAL RIGHT-OF-WAY THAT

MAY BE TAKEN FROM FRONTAGE LANDSCAPING WITH APPROVAL FROM THE CITY ENGINEER.

6. BICYCLE / PEDESTRIAN OVERCROSSINGS WILL LIKELY REQUIRE ADDITIONAL RIGHT-OF-WAY (TO BE DETERMINED).
* ADDITIONAL R/W FOR MOBILITY HUB WILL BE REQUIRED, DIMENSIONS TO BE DETERMINED.

CALIFORNIA
L=86', R=800' N07°03'33"E 107'
N00°53'33"E 898' S89°37'05"E 904' S89°37'05"E 905' S89°37'05"E 493'
N00°53'33"E
580'
N00°53'33"E 338' N00°53'33"E 296' S89°37'05"E
571'
N00°53'33"E 580' S89°06'27"E 493' S89°06'27"E 422'
N08°52'26"W 353' L=136', R=800'
N08°52'26"W 391' L=136', R=800'
N81°07'34"E
120' N81°07'34"E 494'
L=699', R=3000'
S85°31'10"E 168'
L=238', R=500'
N18°23'48"E 100'
N18°23'48"E 1764'
S71°36'12"E
453'
S71°36'12"E 77' L=550', R=1800' S89°06'27"E 45' N07°03'33"E 150' L=158', R=800' S89°06'27"E 910'
N18°23'48"E 1013'
L=157', R=500' N00°21'56"E 363' S89°38'04"E 405' L=157', R=500' S71°36'12"E 405' S71°36'12"E 316'
S89°32'10"E 717' L=250', R=800'
S71°36'12"E 186' S71°36'12"E 164'
N18°23'48"E 660'
S89°39'37"E 584'
N18°23'48"E 637'
S71°36'12"E 151' S89°06'27"E 579' L=244', R=800'
L=203', R=800'
N08°52'26"W 386'
0 SCALE: 1" =800'
800 400 800
*

48 EXHIBIT H

WOODLAND RESEARCH AND TECHNOLOGY PARK AFFORDABLE HOUSING PLAN

1. All residential development in the Woodland Research and Technology Park Specific Plan Area is subject to the Affordable and Inclusionary Housing obligations as set forth in the City of Woodland’s Affordable Housing Ordinance (Woodland Municipal Code Chapter 15.16) as modified by this Plan to ensure the inclusion of Affordable Housing within the Specific Plan Area. Provisions of this Plan that specifically apply in the Specific Plan Area and are not otherwise set forth in the Affordable Housing Ordinance are specified as being “Specific to WRTP”.

2. Specific to WRTP – A minimum of 160 units within the Specific Plan Area at build out of the Specific Plan are planned to be constructed and rented at an affordable rent or sold at an affordable housing cost to low income households. The payment of in-lieu fees is anticipated to provide supplemental funding to support the construction of these units.

Further, a minimum of 279 units in the Specific Plan Area (inclusive of 160 units for low income households) shall be constructed at or above 30du/ac consistent with the requirements of the City’s Housing Element. The requirements set forth below are intended to implement these goals.

3. Inclusionary Obligation – Consistent with the City of Woodland’s Affordable Housing Ordinance all development within the Specific Plan Area must meet the following affordable housing requirement either through the construction and sale/rental of affordable units, or one of the alternative compliance methods set forth in this policy:
a. In all For-Sale projects of at least 10 units in size, 10% of new for-sale units shall be affordable to low income households.
b. Calculations of required affordable units that result in a fraction of a For-Sale unit shall be rounded up to the nearest whole unit.
c. Ten percent (10%) of all multifamily rental units shall be affordable to low income households.
d. These requirements shall apply to all multifamily rental projects of at least 20 units. Projects with fewer than 20 units are exempt from affordable housing requirements.
e. Calculations of required affordable multifamily rental units that result in a fraction of a unit shall be rounded up to the nearest whole unit. f. Specific to WRTP – Residential units that are developed within the Village Center Mixed Use Zone are exempt from the requirements of this Policy and the Affordable Housing Ordinance.

49 4. In-Lieu Fees – Consistent with the requirements of the City of Woodland’s Affordable Housing Ordinance:
a. Owner is permitted to pay in-lieu fees to satisfy all or a part of the Owner’s affordable housing obligation as set forth in Section 3 of this Plan, except that in those instances where Owner is required pursuant to section 5.b below to make a land dedication as part of Owner’s satisfaction of this Plan and the Affordable Housing Ordinance, Owner must first make the required land dedication and may only pay in-lieu fees to the extent that there is a remaining obligation after the land dedication is complete.
b. Specific to WRTP – In-lieu fee shall be paid at the following rates (which rates shall be adjusted by the City annually by the Construction Cost Index as published from time to time by the Engineering News-Record):
i. $3.00/sf on all market rate Low Density Residential units ii. $2.50/sf on all market rate Medium Density Residential units iii. $2.00/sf on all market rate High Density Residential units c. Specific to WRTP – In-lieu fees collected within the WRTP Specific Plan Area shall first be prioritized to support the construction of the required 160 low income affordable units within the Specific Plan Area. City will explore development of a program specific to the WRTP pursuant to which developers of property may receive credits toward their in-lieu fee obligations for the amounts being spent for public infrastructure in excess of their RTIF obligations. Under the contemplated program future RTIF funds would be deposited into the City’s housing trust fund rather than being used to reimburse or provide RTIF credits to developers. Any such program, if adopted, will provide considerations to ensure that in-lieu fees are available on a time-frame as needed to develop the affordable housing units contemplated by this Affordable Housing Plan. The priority focus of the program should be to incentivize the construction of MDR units. Any program adopted should ensure that the housing trust fund does not have more RTIF credits that can reasonably be used by affordable housing developers.

5. Land Dedication - In accordance with the City of Woodland’s Affordable Housing Ordinance:
a. A developer of property located within the Medium Density Residential (MDR), Village Center Medium Density Residential (VCMDR) or High Density Residential (HDR) zone(s), may be allowed to make an irrevocable offer of dedication to the City or its designee of sufficient land to satisfy the affordability requirement.

Any land dedication site shall be consistent with the requirements for land dedication Specific to WRTP: Land within the Low Density Residential (LDR) or

50 Village Center Low Density Residential (VCLDR) zones may not be dedicated to the City for purpose of meeting the Owner’s affordable housing obligations. b. Specific to WRTP – Concurrently with the recordation of the first final subdivision map for properties designated as Urban Village North or South, High Density Residential in the Specific Plan, the Owner of such property shall dedicate a parcel of a minimum size of two and one half acres (unless the City, in its sole discretion, agrees to a smaller site based on a special housing need, or because the another High Density Residential parcel of greater than two and one-half acres was previously dedicated to affordable housing in the Specific Plan Area that would provide for greater than 80 units of affordable housing) to a non-profit or for-profit affordable housing developer, which developer must be approved by the City in its sole discretion, for the construction of an affordable rental housing project. The City may, at its discretion, allow the Owner to make an irrevocable offer of dedication of the parcel directly to the City in the event that the City has not approved an affordable housing developer at the time of recordation of the first final subdivision map for the applicable property. The dedicated parcel is not required to be located within the Property governed by this Development Agreement, provided that the parcel meets the requirements below, is located within the Specific Plan Area, and is designated for High Density Residential. The dedicated site must additionally conform with the following requirements:
i. The dedicated parcel shall be of a sufficient size and configuration to accommodate/provide a minimum of 80 residential units consistent with all applicable zoning and Specific Plan requirements (provided, however, that in the event that a prior land dedication site has been developed with greater than 80 units affordable to low income households, the City, may in its sole discretion approve a site that will provide a lesser number of residential units, so long as the minimum number of units will still allow for 160 total low income affordable housing units within the Specific Plan Area.
ii. Prior to acceptance of the offer of dedication by the affordable housing developer or City, as applicable, the dedicated parcel shall be fully improved with, or bonds shall be provided to ensure the construction of, infrastructure, frontage improvements (i.e., curb, gutter, walk), paved street access, utility (i.e., water, gas, sewer and electric) service connections stubbed to the property lines, and other such off-site improvements as may be necessary for development of the required affordable units or as required by the City.
c. An owner who dedicates a land dedication parcel pursuant to this Section 5 shall receive credit toward its inclusionary obligation for HDR project(s) based on the appraised FMV of the land dedication site. In-lieu fee credits may not be

51 transferred to other lower density zones without separate City approval, in City’s sole discretion. The value of the site will be treated as equivalent to a payment of affordable housing in-lieu fees based on the rates set forth in Section 4.b. Any remaining affordable housing obligation shall be provided in the form of affordable housing in-lieu fees paid as set forth in Section 4.b or through the construction of affordable units within the Project.

52 EXHIBIT I

MAINTENANCE SERVICES TO BE FUNDED BY MAINTENANCE CFD
Following improvements shall be maintained with funding to be established through the Maintenance CFD
 Landscape maintenance for any parks, landscaped medians, and greenbelts located within the Specific Plan Area, including but not limited to sidewalks, play equipment, lighting, and irrigation
 Tree-related services for all street trees within the Specific Plan Area, including tree inspections, planting, watering, re-staking, mulching and weeding, fertilization, insect and disease control, pruning, and hazardous tree removal.  Maintenance of the improvements included as part of any detention pond/open space areas within the Specific Plan Area, including walking paths and other amenities included with the detention pond
 Fair share cost for maintenance of any storm drainage features downstream of the Specific Plan Area, including but not limited to the following:
o East Regional Pond
o North Regional Pond
o County Road 25A Channel
o Outfall Channel and Outfall Channel Outlet Structure
o Farmers Central Drainage Channel
o Any drainage features conveying storm drainage between the features listed above  Lighting and landscape maintenance for one-half of the Pedestrian Overcrossing. The City will designate the portion of the Pedestrian Overcrossing funded by the Maintenance CFD at its discretion in conformance with all applicable law..  Lighting and landscape maintenance, including any enhanced landscaping/public art/entry monument at the roundabouts, for which the City is responsible on the east side of the State Route 113/County Road 25A interchange. The specific area in the interchange funded by the Maintenance CFD shall be determined by the City at its discretion in conformance with all applicable law.
 Lighting and landscape maintenance for the east side of the future Parkland Avenue Overcrossing.
 Maintenance of traffic signals and street lights within the Specific Plan Area  Funding of requirements identified in the Transportation Demand Management (TDM) plan, VMT, and Transit Program, as being funded through the Maintenance CFD.  Maintenance of Specific Plan Area multi-use pedestrian/bike paths, sound walls, street furniture, public art, entry monument/enhanced landscaping, and mobility hub/transit  Maintenance of any landscaping on the east side of SR 113 adjacent to the project limits of the WRTP.

53 EXHIBIT J

PUBLIC INFRASTRUCTURE REIMBURSEMENT RULES

PUBLIC INFRASTRUCTURE REIMBURSEMENT RULES FOR THE

WOODLAND RESEARCH AND TECHNOLOGY PARK SPECIFIC PLAN

1. Construction of Public Infrastructure and Dedication of Land Owned by Owner.
a. Parties agree that each Owner shall, for the collective benefit of all Owners in the Specific Plan Area (1) dedicate such real property located on their property that is required for public infrastructure as set forth in the Capital Improvement Program (the “CIP”) and (2) design and construct public infrastructure required to serve the Specific Plan Area in accordance with the requirements of their respective development agreements, infrastructure phasing plans, tentative subdivision maps and public improvement agreements.

Owners dedicating real property for public infrastructure projects included in the CIP and reflected in the RTIF and/or constructing such public infrastructure shall receive RTIF fee credits and reimbursement pursuant to the terms of these rules and the Individual Reimbursement Agreements to be entered into by and between individual Owners and the City, as more specifically described herein. b. Prior to dedication of real property for public infrastructure projects included in the CIP and reflected in the RTIF and/or commencement of construction of any public infrastructure as required pursuant to an approved infrastructure phasing plan, and pursuant to the CIP the Owner shall enter into an individual reimbursement agreement in a form approved by the City Attorney.

The individual reimbursement agreement shall establish the manner in which the Property Owner will solicit bids for construction of the public infrastructure, administer the applicable contracts, document costs incurred in connection with the public infrastructure work, and shall more specifically establish the manner in which the Owner shall receive fee credits and reimbursement for such construction work, as well as any dedication of real property associated with such construction work. The terms of the individual reimbursement agreement shall be consistent with these Reimbursement Rules.

2. Master Planning and Design Work.
a. Owners are collectively responsible pursuant to the terms of their respective development agreements for funding the analysis and consideration of certain modifications to the CIP as more specifically described in each Development Agreement as Exhibit E (the “CIP Modification Work”) and certain master planning and design work as is more specifically described in each Development Agreement as Exhibit F (the “Master Planning and Design Work”).

54 b. Owners agree that the first Owner to submit an application to the City for a tentative subdivision map within the Specific Plan Area shall provide advance funding for all CIP Modification Work and Master Planning and Design Work described in each Development Agreement as Exhibits E and F.

Prior to submission of an application for such first tentative subdivision map, the applicable Owner shall enter into an advance funding agreement with the City in a form as approved by the City Attorney for the cost of such CIP Modification and Master Planning and Design Work, and shall continue to fund such costs through completion of the work. All CIP Modification and Master Planning and Design Work described in Exhibits E and F must be completed prior to City approval of the first tentative subdivision map or other discretionary development approval for property within the Specific Plan Area. The Owner that funds the CIP modification work and the master planning and design work shall be eligible for reimbursement from other Owners in accordance with the terms of the respective Development Agreements and as set forth in Section 4(h) of this Exhibit. The CIP Modification and Master Planning and Design Work shall be conducted by the City, unless the City directs the Owner to contract for such work directly with the applicable consultants.

3. Dedication of Land for Public Infrastructure Constructed by Others.. a. Owners acknowledge and agree that their respective
properties will not develop at the same time, and that initial development in the Specific Plan will require certain backbone infrastructure such as public right of way, public utility easements, stormwater detention facilities and other facilities that will be necessary for that initial development to proceed. Therefore, there is a likelihood that the Owners developing their property first will require one or more other Owners to dedicate right of way, easements, rights of access and egress and/or fee title to property (the “Dedication Property”) for public infrastructure required under the Specific Plan in order for the first Owner to complete the public infrastructure required under its infrastructure phasing plan and applicable public improvement agreement.
b. In order to ensure the orderly and efficient construction of public infrastructure to serve the entirety of the Specific Plan Area, each Owner agrees that in the event that Dedication Property within the boundaries of one Owner is required by the approved infrastructure phasing plan of another Owner, the first Owner (for purposes of this Section, the “Dedicating Property Owner”) shall dedicate such required Dedication Property to the City in accordance with the terms and conditions of these rules.
c. At such time that the City and the Owner planning to construct public infrastructure on the Dedication Property (for purposes of this Section, the “Constructing Property Owner”) determine that the Dedicating Property Owner’s Dedication Property will be required, the City shall notify the

55 Dedicating Property Owner, and shall request rights of access and egress to the Dedicating Property Owner’s property as necessary to prepare any surveys or other analysis as necessary or appropriate to effectuate the transfer of the Dedication Property. Upon receipt of such notification, the Dedicating Property Owner shall grant rights of access and egress to their property at no cost other than the amount paid through the RTIF program, subject to an access agreement with terms as reasonably agreed to between City and Dedicating Property Owner, to complete such survey work and additional analysis required for such dedication.
d. The City shall thereafter submit to the Dedicating Property Owner the documentation required for the granting of such Dedication Property as well as any temporary construction easements and rights of access and egress as required to complete the construction of the public infrastructure, and the Dedicating Property Owner shall execute such documentation, in recordable form as applicable, and return to the City for recordation. Said documentation shall be delivered to the City in a reasonable time frame with the goal being within ten (10) days of the date of receipt by Dedicating Property Owner of such documentation. Failure by the Dedicating Property Owner to execute and deliver the documentation within thirty (30) days of receipt by Dedicating Property Owner shall be a material default under the terms of the Development Agreement and the City may bring an action for specific performance to compel the dedication of the required lands in accordance with this Section. Prior to initiating litigation, the City shall enter into an advance funding agreement with the Constructing Property Owenr to fund the cost of such litigation.

4. Fee Credits and Reimbursement for Costs Incurred by Owners. a. Each Owner shall be entitled to fee credits and
reimbursement for construction of public infrastructure, for the dedication of Property for construction of public infrastructure by other Owners, for dedication of real property upon which they construct public infrastructure, and CIP Modification and Master Planning and Design Work funded by an Owner as set forth in the respective Development Agreements.
b. Valuation of Construction Costs. Owners may receive
credit and reimbursement for the lesser of the cost established for public infrastructure as set forth in the Schedule of Costs contained in the CIP, subject to any modification that may be made by and in the sole discretion of the City Engineer or designee, or the actual cost of construction of the applicable public improvements. For purposes of determining the cost of the public improvements in comparison to the amounts in the CIP, the Owner may group the calculation of all improvements constructed with the same tentative map, constructed during the same time period and submitted for City documentation at the same time. The valuation for the cost of such construction work shall be established based on the valuations contained in the CIP (as will be amended from time to time and as

56 updated annually based on the Construction Cost Index (“CCI”)) at the time the Owner awards the construction contract for the applicable public improvement.

If construction is not completed in the same calendar year as the contract is awarded, then the CIP valuation may be increased by up to one year of CCI (in addition to any other changes to the CIP that may have occurred between contract award and July 1 of the following year). If the Owner requests credit and reimbursement in the same year that the contract is awarded (either through this subsection b. or through subsection f. below), then they shall not be eligible for the additional year of CCI. Following completion of the applicable public improvements, the Owner shall provide to the City Engineer or designee documentation of actual construction costs for the applicable public improvements. Credit and reimbursement shall be provided based on the lesser of the CIP valuation established at the time of contract award (and if applicable as amended by one year of CCI), or actual costs documented by the Owner. Soft costs associated with the applicable public improvement shall be valued based on valuations contained in the CIP, except that the City has the discretion to request documentation of the soft costs actually incurred by Property Owner, and may value such soft costs based on the costs actually incurred if they are less than the values set forth in the CIP. In the event that a Owner constructs a portion of public infrastructure in a manner that will increase the costs to future Owners that will be required to complete such infrastructure as determined by the City Engineer, the City has the discretion to reduce the valuation of the completed improvement in an amount equal to the City Engineer’s estimate of the increased cost to such future Owner. Examples of this reduced reimbursement include but are not limited to: the partial construction of a road that would make the remaining portion less efficient to construct or the realignment of utilities such that the unbuilt segment is deeper or has a longer distance to travel. City shall have final approval authority regarding whether a particular cost will be approved as a credited cost under these rules, which approval shall not be unreasonably withheld.
c. Valuation of Real Property Dedicated for Public Use. To determine the value of real property to be dedicated by each Owner, the City shall use the value of such property set forth in the Schedule of Costs contained in the CIP (as will be adjusted from time to time based on the Construction Cost Index as published by the Engineering News-Record (“CCI”) through City annual updates to the CIP) for the applicable dedicated real property interests on the date that such dedicated real property is accepted by the City. This applies whether such real property is dedicated for public infrastructure constructed by the dedicating Owner or is property dedicated for improvements to be constructed by other Owners.
d. Valuation of CIP Modification and Master Planning and Design Work. The City will determine the value of CIP Modification and Master Planning and Design Work completed by each Owner as follows: In the event that the City completes CIP Modification and Master Planning and Design Work

57 required of the Owner, the valuation for that work shall be established on the date that the funds for such work are deposited with the City. In the event that the Owner completes certain CIP Modification and Master Planning and Design Work, the valuation for that work shall be established on the date that the Owner executes a contract for such CIP Modification and Master Planning and Design Work, provided that the Owner shall not be eligible for reimbursement until the work is complete and accepted or approved by the City, as applicable. All contracts (including contract amendments) entered into directly by the Owner for CIP Modification and Master Planning and Design Work must be reviewed by the City and approved in writing prior to contract execution (or contract amendment execution) in order to be eligible for reimbursement. The City shall notify the Owners of the total amount of such costs at such time that the valuation for such costs is established and that amount shall be added to the Reimbursement Account for the Owner funding such costs. Thereafter, the costs will be annually adjusted as set forth in paragraph e. below. e. Annual Adjustments to Valuations. The outstanding
amount of costs incurred by each Owner shall be determined and maintained by City as a “Credit/Reimbursement Account” for each Owner. The balance of each Credit/Reimbursement Account shall be adjusted annually by a percentage amount equal to the Construction Cost Index as published from time to time by the Engineering News-Record Twenty City Index or other index adopted by the City Council (“CCI”) at the same time and by the same percentage that the City adjusts the RTIF. The value of the outstanding costs shall only be adjusted when and if the RTIF is adjusted, and in the event, or any reason, the City does not adjust the RTIF in a given year, the outstanding value of any outstanding costs contained in a Credit/Reimbursement Account similarly shall not be adjusted.

Notwithstanding the foregoing, the balance associated with any public improvements constructed by a Owner shall not be adjusted by CCI until such time that the public improvements are accepted by the City, after which the City shall adjust such balances in accordance with this paragraph. f. Fee Credits. Each Owner shall receive fee credits against its overall RTIF obligation equal to the total value of the construction of the RTIF public infrastructure funded by Owner and dedication of real property by the Owner. Owners will not receive fee credits for the costs of CIP Modification and Master Planning and Design Work. Those costs will be reimbursed pursuant to the terms described in paragraph h, below. Fee credits will be applied toward Owner’s RTIF obligations so long as Owner has available fee credits, except that such credits shall not be applied toward the portion of the RTIF that is attributable to administration costs (the “Administration Portion”). The Administration Portion of the RTIF shall be paid at the time of building permit issuance, and shall be accounted for by the City separately from the remainder of the RTIF. Upon application of any fee credit to units to be constructed by Owner, Owner’s Credit/Reimbursement Account will be reduced in the amount of the fee credit. Fee credits that are based on dedication of real property shall be

58 available to be used by Owner only after the real property dedication is accepted by the City. Fee credits that are based on construction of public infrastructure shall be available to be used by Owner only after the public infrastructure has been accepted by the City and the City Engineer or designee has verified the costs incurred by Owner for such infrastructure. Notwithstanding the foregoing, Owners may request authorization to utilize fee credits for the construction of public infrastructure prior to acceptance of such public infrastructure by the City, provided that the City will only authorize the utilization of fee credits prior to completion one time for each public infrastructure project. The authorized fee credit shall be limited to 85% of the value of the public infrastructure as set forth in the CIP at the time of Property Owner’s request, excluding values in the CIP for soft costs and contingency. Any such request for fee credits prior to acceptance of the applicable partially completed public infrastructure shall be made in writing, and approved by the City in writing based on the sole discretion of the City Engineer. The City Engineer shall verify that the requested amount of fee credits is justified based on the amount of completed infrastructure, including testing of infrastructure. Each Owner that funds the design and construction for the CR 25A/SR 113 interchange shall receive fee credits at the time of payment to the City. Further, the City may collect RTIF funding for other specific capital improvement projects to be constructed by the City. If the City collects RTIF funding from a Owner for a specific capital improvement project as contemplated herein, the Owner shall receive fee credits at the time of payment to the City. g. Reimbursement Process for Public Infrastructure and Real Property Dedication. Reimbursement will be paid on a “first in, first out” basis, with the first public infrastructure and/or real property accepted by the City eligible for the first reimbursement payments from available RTIF, (excluding the portion of the RTIF attributable to Administration Portion of the RTIF), and subsequent construction and/or dedications being eligible for reimbursement in the chronological order in which they are accepted by the City. In the event that there is not available RTIF to reimburse the Owner at the time the public infrastructure and/or real property is accepted by City, the reimbursements shall be paid as RTIF funds become available.
h. Reimbursement Process for CIP Modification and Master Planning and Design Costs. Reimbursement for CIP Modification and Master Planning and Design Work costs incurred by an Owner shall be paid from the Administration Portion of the RTIF collected by the City. The City will provide reimbursement to the Owners that incur such CIP Modification and Master Planning and Design Work costs pursuant to an individual reimbursement agreement to be entered into by and between City and Owner that will establish the amount of reimbursement available to the Owner, and subject to the terms of these Reimbursement Rules. Reimbursement for the CIP Modification and Master Planning and Design Work costs will be paid on a “first in, first out” basis, with the first CIP Modification and Master Planning and Design Work accepted or approved by the City eligible for the first reimbursement payments

59 from the available Administration Portion of the RTIF, and subsequent CIP Modification and Master Planning and Design Work being eligible for reimbursement in the chronological order in which the work is accepted or approved by the City. In the event that there is not available Administration Portion of the RTIF to reimburse the Owner at the time the CIP Modification and Master Planning and Design Work is accepted or approved by City, the reimbursements shall be paid as the Portion of the RTIF becomes available. The City’s Director of Administrative Services will determine, in their sole discretion, when sufficient funding from the Administration Portion of the RTIF is available for reimbursement, taking into account other costs required to be paid from the Administration Portion of the RTIF, such as City Attorney or staff costs. i. City Will Reimburse Only From Cash Available. City shall only reimburse Owners from cash that is available for such reimbursement from CFD bond proceeds, cash payments made pursuant to agreements entered into with other Property Owners to fund the costs of such public improvements, or proceeds of RTIF payments. Reimbursement shall be limited to available CFD bond proceeds or funds obtained from other Owners. Nothing in this Agreement obligates, or shall be deemed to obligate, City to use General Fund monies or any other source of City revenues to satisfy any Owner’s claim for reimbursement.

City’s obligation to reimburse Owner pursuant to this Agreement shall be limited to CFD bond proceeds or other funds actually received by City from other owners in accordance with the terms of existing agreements and procedures.

Owners acknowledge and agree that the City shall collect RTIF funding for specific capital improvement projects to be constructed by the City, including but not limited to the CR 25A/SR 113 Interchange Project. The funding the City receives toward the CR 25A/SR 113 Interchange Project or any other RTIF funded capital improvement project to be constructed by the City will not be available for reimbursement to Property Owners. Following completion of the CR 25A/SR 113 Interchange Project, the City will review whether an adjustment to the CIP and fee program for the RTIF is possible, based on the amount of funding available at that time.

60 EXHIBIT K

WRTP PROJECT FEES
CITY shall collect any of the following fees based on the project conditions of approval, the WRTP approval documents and as defined in this Exhibit K. The fees set forth herein do not include fees imposed by other agencies, such as the County of Yolo or Woodland Joint Unified School District.

Actual fee amounts owed by OWNER will be the then-current amounts of such fees at the time they are paid by OWNER. All fees are subject to annual Construction Cost Increases (CCI) and may be subject to increases based on City evaluation of the various fee programs in accordance with applicable State law, or with regard to the RTIF, in accordance with the Development Agreement and the RTIF Report. The Engineering News-Record Twenty City Index or other index adopted by the City Council shall be used for the calculation of CCI.

Development Impact Fees for the following categories and amounts are shown as of September 2023.

The Administrative Guidelines in effect on the date of the approval of this Agreement shall be used for the duration of this Agreement.

Development Impact Fee Greenfield SFD
(Single Family Dwelling)
Greenfield MFU
(Multi-family Unit)
General City $1,005 $755
Fire $3,406 $2,042
Library $628 $471
Police $823 $616
Wastewater $7,524 $5,642
Water Capacity Fee $6,174 $4,630*
Parks & Recreational
Facilities $9,279 $6,959
Roads $9,915 $4,063
Admin Fee (.75%) $291 $189
Storm Drainage Facilities $0 $0
Total $39,045 $25,367
Storm drainage is $0 for the WRTP, as it is all paid in the RTIF.

Water fee is reduced (to 75% of the SF rate) for multifamily. *Water Capacity Fee will be determined by meter size
Other fees include all fees identified in this Agreement or conditions of approval which are linked to final map approval or issuance of a building permit, as follows:
 RTIF fees for the cost of the backbone infrastructure to the Woodland Research and Technology Park plan area (September 2023 fees) are as listed in Attachment No. 1 to this Exhibit.  Habitat Conservation Obligation. Before any ground-disturbing activities, the City will require project proponent/s to submit the Yolo HCP/NCCP Application Form for non-member agency projects and Member Agency Reporting Form for member agency projects, as applicable, and pay applicable fees to the Yolo Habitat Conservancy as specified in the appropriate form.  Affordable Housing. All residential projects are subject to the Citywide Affordable Housing

61 Ordinance (WMC Chapter 15.16) which requires a 10 percent inclusionary housing obligation, except where modified by the WRTP Project Development Agreement (Exhibit H). Applicants shall comply with their inclusionary obligation through on site construction of affordable units, through the payment of in-lieu fees, and/or through land dedication as specified in Exhibit H.

The current in-lieu fees are as follows: for LDR $3.00/building sq ft, for MDR $2.50/building sq ft and for HDR $2.00/building sq ft
 Conversion of Prime Agricultural Land. Project applicants for future projects proposed within the WRTP Specific Plan Area are required to comply with Woodland Municipal Code Chapter

15.33, which requires replacement of Prime Farmland at a 1:1 ratio. In addition, the South Regional Pond development area is subject to the County’s agricultural conservation ordinance (Section 8-2.404 and Section 8.2-405 of the Yolo County Code), which requires replacement of Prime Farmland at a ratio of three acres of conserved farmland to one acre of converted land and replacement of other types of farmland at a ratio of two acres to one; small projects of less than 20 acres may pay an in-lieu fee rather than conserve farmland directly.  Fair Share Cost of public facilities, services and improvements as determined by the City of Woodland nexus study (MPFP fee triggered at building permit)  Public transit capital fee of $311 for LDR, $212 for MDR and $159 for HDR. This fee will be used to pay for the construction of transit capital improvements.  Installation of or payment of fees consistent with the City’s Public Art Ordinance.  Tentative Map processing shall be paid on a time and materials basis based on the City’s current liability account procedures (at the time of project application).  With regard to Engineering fees: Plan Check fees shall be 3% of the value of the improvements or as modified based on the engineering fees in effect at time of Development Agreement approval. At the City’s option, inspection fees will be paid for on a time and materials basis or on a fee basis per the engineering fees in effect at the time of Development Agreement approval.  Building permit fees, planning fees, fire department fees and all other development processing fees not mentioned in this Exhibit will be those fees in effect at the time the various documents are submitted to the City for approval; provided that the Property shall only be subject to City fees to the extent they existed at the time this Agreement was approved by City Council. City has disclosed and Owner has acknowledged that City may during the term of this Agreement adopt new and different City-wide processes and labels for processing development approvals and development processing fees. Owner will comply with changes as they apply to the Property, provided that in no case shall such changes adversely affect or modify Owner’s rights under this Agreement, nor shall such changes increase the total costs payable by Owner for development processing fees above what would have been charged for the applicable development approvals immediately prior to such change, without a mutually agreed amendment to this Agreement.  If any fees are modified or new fees are created based on County, State or Federal requirements (or in response to County, State and Federal requirements), then those fees shall be paid based on the fees in effect at the time the various documents are submitted to the City for approval, provided that any increased cost to Owner shall be limited to the costs related to County, State and Federal requirements). If any building fees are modified or new fees are created based on the International Code Council (ICC) or similarly used resources in the building industry, then those fees shall be paid based on the fees in effect at the time the various documents are submitted to the City for approval.

Table 1-1 Woodland Research and Technology Park Development Impact Fee Nexus Study RTIF Program Fee Summary (2023$) Land Use Category Streets Parks Storm Drainage Water Sewer Subtotal Admin. Total Source Table 4-4 Table 4-12 Table 4-6 Table 4-8 Table 4-10 Table 3-1 Percentage 4.00% Residential by Land Use Low Density (LDR) - - $6,952 $2,907 $1,176 $11,036 $441 $11,477 Medium Density (MDR) - - $4,742 $2,475 $910 $8,127 $325 $8,452 High Density (HDR) - - $3,085 $1,759 $819 $5,663 $227 $5,890 Residential by Square Foot Range Single Family (LDR and MDR) < 1,000 sq. ft. $12,800 $8,199 - - - $20,999 $840 $21,839 1,000 to 1,999 sq. ft. $20,696 $14,450 - - - $35,146 $1,406 $36,552 2,000 to 2,999 sq. ft $29,904 $22,380 - - - $52,284 $2,091 $54,375 > 2,999 sq. ft. $36,547 $27,555 - - - $64,102 $2,564 $66,666 Multifamily (HDR) < 1,000 sq. ft. $12,256 $14,450 - - - $26,705 $1,068 $27,773 ≥1000 sq. ft. $13,606 $16,533 - - - $30,139 $1,206 $31,345 Residential for Average Unit Size Low Density (2,300 sq. ft.) $29,904 $22,380 $6,952 $2,907 $1,176 $63,321 $2,533 $65,854 Medium Density (1,850 sq. ft.) $20,696 $14,450 $4,742 $2,475 $910 $43,273 $1,731 $45,004 High Density (990 sq. ft.) $12,256 $14,450 $3,085 $1,759 $819 $32,368 $1,295 $33,663 Commercial [1] Village Center/Community Commercial $189,072 N/A $22,213 $2,580 $2,596 $216,461 $8,658 $225,119 Business Park $86,378 N/A $22,213 $2,346 $1,731 $112,667 $4,507 $117,174 Commercial [1] Village Center/Community Commercial $9.99 N/A $1.17 $0.14 $0.14 $11.43 $0.46 $11.89 Business Park $4.96 N/A $1.27 $0.13 $0.10 $6.47 $0.26 $6.73 Source: City of Woodland; EPS [1] Commercial fees will be charged per gross developable acre. The amount per bldg. sq. ft. is shown for informative purposes only. per unit per unit per unit per acre per bldg. sq. ft. Prepared by EPS 5/5/2023 Z:\Shared\projects\SAC\162000\162061 Woodland specific Plan Area 1A\Models\162061 FP 5.3.23.xlsx4

62 EXHIBIT L

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
________________
________________
________________
Attention: ____________
___________________________________________________________________________ Space Above this Line Reserved for Recorder’s Use

ASSIGNMENT AND ASSUMPTION

OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (this “Assignment”) is made effective as of _________ ___, 20__ (the “Effective Date”), by and between _________________, L.P., a California limited partnership (“Assignor”), and ________________, L.P., a California limited partnership (“Assignee”).

RECITALS
A. The City of Woodland (“City”) adopted Ordinance Number ____ on ________, 20__, authorizing entry into that certain Development Agreement by and between the City of Woodland (the “City”) and Assignor, dated on or about ____________ (the “Development Agreement”), as Document No. ____-__________ in the Official Records of the County Recorder for Yolo County, California (the “Official Records”). The Development Agreement as used herein shall mean, refer to, and include the Development Agreement, as well as any exhibits, addenda, operating memoranda, implementation agreements, amendments, and attachments thereto (which are hereby incorporated herein by this reference) as well as other documents expressly incorporated by reference in the Development Agreement. Capitalized terms not defined herein shall have the meanings ascribed to them in the Development Agreement.

B. The Development Agreement grants certain rights, duties, and obligations with respect to the development and improvement of certain real property in the City of Woodland, County of Yolo, State of California, as more particularly described in Exhibit “A” attached hereto and incorporated herein (the “Property”) as more particularly set forth in the Development Agreement (the “Development Agreement Rights, Duties and Obligations”).

C. Paragraph 2.4 of the Development Agreement describes the process for assignment of the Development Agreement Rights, Duties and Obligations.

D. Assignor desires to assign to Assignee, and Assignee desires to accept and assume, each and all of Assignor’s Development Agreement Rights, Duties and Obligations.

63 AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignment. Effective as of the date of recordation of this Assignment, Assignor hereby assigns to Assignee all of the Development Agreement Rights, Duties and Obligations.

2. Acceptance and Assumption. Effective as of the date of recordation of this Assignment, Assignee hereby accepts the foregoing assignment of the Development Agreement Rights, Duties and Obligations from Assignor and unconditionally assumes and agrees to perform each and all of the duties, covenants, and obligations comprising the Development Agreement Rights, Duties and Obligations, first arising from and after the date of recordation of this Assignment pursuant to the Development Agreement (collectively, the “Assumed Obligations”).

3. Assignor Not Released. Assignor and Assignee acknowledge and agree that, pursuant to Section 2.4.2 of the Development Agreement, Assignor shall continue to be obligated under the Development Agreement unless and until Assignor is given a release in writing by the City.

4. ,Assignee Address. The principal address of Assignee for purposes of the Development Agreement is as follows:
____________________
____________________
____________________
Attention: ___________
E-mail: _____________

5. Miscellaneous.
(a) This Assignment shall be determined in accordance with and governed by the laws of the State of California.
(b) This Assignment may be executed in counterparts, each of which shall be deemed an original and which, when taken together, shall constitute a complete instrument. (c) Each party agrees to perform any further acts, and to execute and deliver any further documents that may be reasonably necessary or required to carry out the intent and provisions of this Assignment and the transactions contemplated hereby. (d) This Assignment shall bind and inure to the benefit of the respective heirs, personal representatives, grantees, successors, and assigns of the parties hereto.

64 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be signed by their duly authorized officers as of the day and year first written above.

ASSIGNEE:
________________________,
a ___________________
By: ____________________________
Name:

Title:

ASSIGNOR:
___________________________________, a
___________________
By: ____________________________
Name:

Title:

The City of Woodland hereby consents to the foregoing Assignment and Assumption of Development Agreement.

CITY:

The City of Woodland
By: ______________
Name: ______________
Its: ______________

1 EXHIBIT “A”

PROPERTY

2 EXHIBIT M

FORM OF PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
________________
________________
________________
Attention: ____________
___________________________________________________________________________ Space Above this Line Reserved for Recorder’s Use

PARTIAL ASSIGNMENT AND ASSUMPTION

OF DEVELOPMENT AGREEMENT

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT
AGREEMENT (this “Assignment”) is made effective as of _________ ___, 20__ (the “Effective Date”), by and between _________________, a ________________ (“Assignor”), and ________________, a ___________________ (“Assignee”).

RECITALS
A. The City of Woodland (“City”) adopted Ordinance Number ____ on ________, 20__, authorizing entry into that certain Development Agreement by and between the City of Woodland (the “City”) and Assignor, dated on or about ____________, (the “Development Agreement”) which was recorded on _________, 20__, as Document No. ____-__________ in the Official Records of the County Recorder for Yolo County, California (the “Official Records”). The Development Agreement as used herein shall mean, refer to, and include the Development Agreement, as well as any exhibits, addenda, operating memoranda, implementation agreements, amendments, and attachments thereto (which are hereby incorporated herein by this reference) as well as other documents expressly incorporated by reference in the Development Agreement. Capitalized terms not defined herein shall have the meanings ascribed to them in the Development Agreement.

B. The Development Agreement grants certain rights, duties, and obligations with respect to the development and improvement of certain real property in the City of Woodland, County of Yolo, State of California, as more particularly described in Exhibit “A” attached hereto and incorporated herein (the “Entire Property”), including, without limitation, with respect to the property described in attached Exhibit “B” (the “Transferred Property”) as more particularly set forth in the Development Agreement (the “Development Agreement Rights, Duties and Obligations”).

C. Paragraph 2.4.6 of the Development Agreement describes the process for the partial assignment of the Development Agreement Rights, Duties and Obligations.

3 D. Assignor desires to assign to Assignee, and Assignee desires to accept and assume, each and all of Assignor’s Development Agreement Rights, Duties and Obligations as they pertain and relate to the Transferred Property.

AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

6. Assignment. Effective as of the date of recordation of this Assignment, Assignor hereby assigns to Assignee all of the Development Agreement Rights, Duties and Obligations relating or pertaining to the Transferred Property.

7. Acceptance and Assumption. Effective as of the date of recordation of this Assignment, Assignee hereby accepts the foregoing assignment of the Development Agreement Rights, Duties and Obligations from Assignor and unconditionally assumes and agrees to perform each and all of the duties, covenants, and obligations comprising the Development Agreement Rights, Duties and Obligations relating or pertaining to the Transferred Property, first arising from and after the date of recordation of this Assignment pursuant to the Development Agreement (collectively, the “Assumed Obligations”).

8. Assignor Not Released. Assignor and Assignee acknowledge and agree that, pursuant to Section 2.4.6 of the Development Agreement, Assignor shall continue to be obligated under the Development Agreement unless and until Assignor is given a release in writing by the City.

9. ,Assignee Address. The principal address of Assignee for purposes of the Development Agreement is as follows:
____________________
____________________
____________________
Attention: ___________
E-mail: _____________

10. Miscellaneous.
(a) This Assignment shall be determined in accordance with and governed by the laws of the State of California.
(b) This Assignment may be executed in counterparts, each of which shall be deemed an original and which, when taken together, shall constitute a complete instrument. (c) Each party agrees to perform any further acts, and to execute and deliver any further documents that may be reasonably necessary or required to carry out the intent and provisions of this Assignment and the transactions contemplated hereby.

4 (d) This Assignment shall bind and inure to the benefit of the respective heirs, personal representatives, grantees, successors, and assigns of the parties hereto.

5 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be signed by their duly authorized officers as of the day and year first written above.

ASSIGNEE:
________________________,
a ______________________
By: ____________________________
Name:

Title:

ASSIGNOR:
___________________________________, a
_________________________
By: ____________________________
Name:

Title:

The City of Woodland hereby consents to the foregoing Partial Assignment and Assumption of Development Agreement.

CITY:

The City of Woodland
By: ______________
Name: ______________
Its: ______________

82093.00298\41611704.2
EXHIBIT “A”

ENTIRE PROPERTY

82093.00298\41611704.2
EXHIBIT “B”

TRANSFERRED PROPERTY

Final Report
Woodland Research and
Technology Park Public
Facilities Financing Plan
Prepared for:

City of Woodland
Prepared by:

Economic & Planning Systems, Inc. (EPS)
July 2023
EPS #162061

Table of Contents
Introduction and Executive Summary .............................................. 1 Project Description and Proposed Land Uses ........................................... 1 Backbone Infrastructure and Public Facilities ........................................... 3 Financing Strategy Summary ................................................................ 4 Supporting Documents ........................................................................ 5 Organization of Report ......................................................................... 5 WRTP Land Uses and Phasing ......................................................... 6 Land Use Summary ............................................................................. 6 Population Summary ........................................................................... 6 Development Phasing .......................................................................... 6 Policy and Financing Framework .................................................... 11 Overview ......................................................................................... 11 Financing Plan Requirements .............................................................. 11 Financing Plan Goals ......................................................................... 12 Backbone Infrastructure and Public Facilities .................................... 13 Backbone Infrastructure .................................................................... 13 Public Facilities ................................................................................. 22 Financing Strategy and Funding Sources ......................................... 28 Overview ......................................................................................... 28 Woodland Research and Technology Park Plan-Area Fee Program ....... 38 RTIF Program Overview ..................................................................... 38 RTIF Program Implementation and Administration ................................. 41 Feasibility of the Financing Plan ..................................................... 42 Description of Static Feasibility Analyses .............................................. 42 Total Backbone Infrastructure and Public Facilities Cost Burden ............... 42 Total Taxes and Assessments as a Percentage of Sales Price ................... 44 Financing Plan Implementation ...................................................... 48

Appendices
Appendix A: Summary of WRTP Capital Improvement Program Appendix B: Development Impact Fee Analysis
Appendix C: Infrastructure Cost Burden Comparison
List of Maps
Map 1-1. Plan Area Location ................................................................... 2 Map 2-1. Land Use Plan ......................................................................... 9 Map 4-1. Road Circulation Diagram ....................................................... 15 Map 4-2. Proposed Drainage and Stormwater System .............................. 18 Map 4-3. Proposed Water Distribution System ........................................ 19 Map 4-4. Proposed Recycled Water Distribution System ........................... 20 Map 4-5. Proposed Wastewater System ................................................. 21 Map 4-6. Proposed Parks/Open Space Sites ............................................ 23 Map 4-7. Possible School Site ............................................................... 24

List of Tables
Table 2-1. Land Use Summary ................................................................. 7 Table 2-2. Land Use Detail ....................................................................... 8 Table 2-3. Estimated Population at Buildout by Land Use Category .............. 10 Table 4-1. Estimated Backbone Infrastructure and
Public Facilities Costs ............................................................. 14 Table 5-1. Estimated Sources and Uses of Funding .................................... 29 Table 5-2. Estimated Bond Sizing ........................................................... 34 Table 5-3. Estimated Bond Proceeds ....................................................... 35 Table 5-4. Project Buildout Value-to-Lien Ratio ......................................... 36 Table 6-1. RTIF Program Fee Summary ................................................... 40 Table 7-1. Summary of Infrastructure Burden per Unit or Building Square Foot.............................................................. 45 Table 7-2. Test of 2% Sales Price—Residential Market-Rate Units ................ 46

Woodland Research and Technology Park Public Facilities Financing Plan July 2023
Economic & Planning Systems, Inc. (EPS) 1
Introduction and Executive Summary
This Public Facilities Financing Plan (Financing Plan) presents a strategy to finance backbone infrastructure and other public facilities required to serve the proposed land uses in the Woodland Research and Technology Park Specific Plan Area (WRTP). The financing strategy is designed to be flexible enough to accommodate the development plans of different WRTP property owners while assuring the City of Woodland (City) that the required facilities are constructed when necessary.

The Financing Plan includes the use of the following funding mechanisms: existing development impact fee programs, a new Woodland Research and Technology Infrastructure Fee Program (RTIF Program), land-secured debt financing, developer funding, City funding, and funding from other plan areas.

Project Description and Proposed Land
Uses
The WRTP is located on approximately 350 acres just south of the City and borders the Spring Lake Specific Plan Area (SLSP), which is located to the east and north of the WRTP. Map 1-1 shows the WRTP location in relation to the City of Woodland. The WRTP is included in the City’s 2035 General Plan as a natural extension of the City and is planned for annexation into the City. As stated in the Public Review Draft WRTP Specific Plan, the WRTP is planned to be a “selfsustaining, enterprising mixed-use community anchored by a technology and innovation campus, with vibrant retail and supporting uses, integrated residential neighborhoods, recreation, open space and public uses.” The planned uses in the WRTP at buildout include 1,670 residential dwelling units and approximately

2.3 million square feet of nonresidential retail and office development. Chapter 2 further details the land use plan.

Map 1-1. Plan Area Location

Woodland Research and Technology Park Public Facilities Financing Plan July 2023
Economic & Planning Systems, Inc. (EPS) 3
Backbone Infrastruc ture and Public
Facilities
Definitions of Backbone Infrastructure and Public Facilities This Financing Plan will use the following definitions to more precisely define backbone infrastructure and public facilities:
 Backbone Infrastructure: This term includes most of the essential public service-based items that are underground or on the surface. These items include storm drainage, water, reclaimed water, sewer, and major roads.

Backbone infrastructure is sized to serve numerous individual development projects in the WRTP and in some cases serves the broader region’s development areas.
 Public Facilities: This group of items provides amenities to the WRTP (e.g., park facilities and libraries) or houses employees providing services to the area (e.g., fire facilities). In this Financing Plan, this term includes the following public facilities:
‒ Parks and Open Space
‒ Schools
‒ Libraries
‒ Fire Stations and Equipment
‒ Police Facilities
‒ City and County General Government Facilities
‒ Public Transit
‒ Agricultural and Habitat Mitigation Land
‒ Affordable Housing
 Public Improvements: This term is used generically in the Financing Plan to include a combination of backbone infrastructure and public facilities when a precise breakdown is not required.

Total Public Improvements Cost Estimates
This Financing Plan includes approximately $255.5 million in public improvement requirements associated with WRTP Buildout. The public improvements consist of the improvements specifically required to serve the WRTP that are included in the WRTP Capital Improvement Program prepared by Cunningham Engineering Corporation, as well as additional City, County, and school district public improvements toward which the WRTP must contribute. The public improvement costs are detailed in Chapter 4.

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Financing Strategy Summary
The purpose of this Financing Plan is to propose a financing strategy to fund the necessary public improvements required to serve the WRTP. The financing strategy is flexible enough to ensure the required improvements are constructed when necessary. The financing mechanisms used will depend on the types and timing of the needed facilities and are guided by objectives and policies established by the Specific Plan.

A combination of funding sources will be used to fund the costs of the public improvements, as summarized below:
 The proposed new WRTP development impact fee program, the RTIF Program (defined earlier in this chapter), will help fund those backbone infrastructure and public facilities costs that are not funded by existing fee programs or other funding sources identified below. Facilities included in the RTIF Program include those facilities with plan-wide benefits (i.e., serve multiple individual subdivisions), the costs of which should be distributed among RTIF land uses and ownership interests.
 Existing City, Yolo County (County), and school district development impact fee programs fund public improvements that benefit the WRTP as well as other developments. The WRTP will contribute to the construction of these public improvements through participation in the existing fee programs.

Examples of these fee programs are the City Major Projects Financing Plan Fee Program and the Woodland Joint Unified School District Impact Fee Program.  Other plan areas will participate in funding facilities for which they have a shared benefit with the WRTP.
 The WRTP developers will be responsible for privately funding a portion of the streets, storm drainage, water, and sewer costs.
 The City will contribute to the funding of several projects with Citywide benefit.
 One or more Mello-Roos Community Facility Districts (CFDs) or other public financing mechanisms will fund infrastructure improvements needed during the development of the WRTP before the collection of sufficient fees or other sources of revenue for reimbursement. The bonds will be repaid through special taxes levied on property through the CFDs. One or more CFDs also will be formed to fund annual maintenance and services costs.  Developers will be conditioned through development agreements (DAs) to construct and fund certain public improvements needed in the initial phases of the WRTP before the collection of sufficient fees or other funds to construct the improvements. Fee credits and reimbursements for advance-funded facilities included in the RTIF Program will be available to the developers.

Woodland Research and Technology Park Public Facilities Financing Plan July 2023
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Supporting Documents
This Financing Plan relied on the following documents that have been prepared by or for the City or are being prepared in conjunction with this analysis:
 WRTP Specific Plan
 Development Agreements between the City and WRTP Property Owners  Master Reimbursement Agreement between the City and WRTP Property Owners
 WRTP Development Impact Fee Nexus Study
 WRTP Capital Improvement Program
Organization of Report
This Financing Plan is organized into the following chapters:
 Chapter 1 included an introduction and executive summary of the Financing Plan.
 Chapter 2 details the WRTP land uses and population estimates.  Chapter 3 details the policy and financing framework for the Financing Plan established in the WRTP Specific Plan.
 Chapter 4 details the required backbone infrastructure and public facility requirements and associated costs.
 Chapter 5 describes the overall financing strategy and funding sources.  Chapter 6 summarizes the proposed RTIF Program.
 Chapter 7 examines the feasibility of the WRTP Financing Plan.

In addition, the Financing Plan contains the following appendices:
 Appendix A: Summary of WRTP Capital Improvement Program  Appendix B: Development Impact Fee Analysis
 Appendix C: Infrastructure Cost Burden Comparison

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WRTP Land Uses and Phasing
Land Use Summary
The WRTP is located on approximately 350 gross acres, with an estimated 150 acres planned for residential development and 130 acres planned for nonresidential retail and office development. The remaining WRTP areas are planned for public uses, including parks, trails, greenbelts, other open space, roads, and a school. Table 2-1 summarizes the planned acres, dwelling units, and nonresidential building square feet by land use. It also includes the average square feet per unit for each residential category. These average square feet were estimated based on building permit data provided by the City, as detailed in the WRTP Nexus Study (Nexus Study). Table 2-2 further details the planned acres, dwelling units, and nonresidential building square feet by the specific plan land uses. A total of 1,670 dwelling units and approximately 2.3 million square feet of nonresidential building space are planned in the WRTP. Map 2-1 depicts the WRTP land use plan.

Population Summary
Table 2-3 summarizes the estimated population at buildout of the WRTP. For each land use, the population is estimated as the number of dwelling units multiplied by the estimated persons per household (PPH). It is estimated that the WRTP will have a population of approximately 4,300 people at buildout. The methodology for estimating the PPH factors is detailed in the Nexus Study.

Development Phasin g
A WRTP development phasing plan has not been developed, but it is anticipated that low density and medium density residential units generally will develop concurrently with or just ahead of commercial development and before highdensity residential units. Development phasing will be driven by market demand.

Each developer will be required to submit a Phasing Plan for each development phase prior to approval of a tentative subdivision map for the property in the development phase. The Phasing Plan will be consistent with the infrastructure phasing rules detailed in the DA between the City and the developer and will include the required infrastructure to be constructed by the developer. Phasing of infrastructure will be guided by development phasing. The required infrastructure that the developer must construct could include both onsite and offsite infrastructure and will be determined in consultation with the City Engineer.

Table 2-1
Woodland Research and Technology Park Financing Plan
Land Use Summary
Land Use Density Acres
Dwelling
Units
Building
Square Feet
Source: Table 2-2 Table 2-2 Table 2-2
Residential units per acre avg per unit
Low Density [1] 7.1 2,300 87.9 628
Medium Density [2] 12.7 1,850 41.1 524
High Density [3] 24.0 990 21.6 518
Total Residential 150.6 1,670
Nonresidential FAR per acre
Village Center/Community Commercial [4] 0.43 18,930 16.4 310,948 Business Park [5] 0.40 17,424 113.6 1,980,115
Total Nonresidential 130.1 2,291,063
Public
Open Space 20.3
Right of Way 37.9
School 10.0
Total Public 68.2
Total 348.8 1,670 2,291,063
Source: Woodland Research and Technology Park Specific Plan; City of Woodland [1] Includes Low Density and Village Center Low Density. [2] Includes Medium Density and Village Center Medium Density. [3] Includes High Density and High Density/Community Commercial (residential part). [4] Includes Community Commercial, High Density/Community Commercial (commercial part), Village Center Mixed Use, and Village Center Commercial.
[5] Includes Research and Technology Park, Highway Commercial, and Research Flex.

Building Buildout
Square Feet
per Unit
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Table 2-2
Woodland Research and Technology Park Financing Plan
Land Use Detail
Land Use Density Acres
Dwelling
Units
Building
Square Feet
Residential units per acre
Single Family
Low Density 7.3 74.8 549
Village Center Low Density 6.0 13.1 79
Medium Density 13.2 25.5 337
Village Center Medium Density 12.0 15.6 187
Subtotal Single Family 129.0 1,152
Multifamily
High Density 24.0 9.7 232
High Density/Community Commercial (75%/25%) 24.0 11.9 286 Subtotal Multifamily 21.6 518
Total Residential 11.1 150.6 1,670
Retail/Commercial FAR
Village Center/Community Commercial
Community Commercial 0.40 6.8 118,065
High Density/Community Commercial (75%/25%) 0.40 4.0 69,173 Village Center Mixed Use [1] 0.50 4.2 91,040
Village Center Commercial 0.50 1.5 32,670
Business Park
Research and Technology Park 0.40 69.6 1,212,170
Highway Commercial 0.40 8.2 142,981
Research Flex (Light Industrial) 0.40 35.9 624,964
Total Retail/Commercial 130.1 2,291,063
Parks and Open Space
Open Space 11.0
Village Center Open Space (net of Commercial) 9.3
Subtotal 20.3
School 10.0
Right of Way 37.9
Total 348.8 1,670 2,291,063
Source: Woodland Research and Technology Park Specific Plan; City of Woodland [1] Assumes parcel C-VCMDR3 (0.702 acres) develops as village commercial mixed use.

Buildout
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Map 2-1. Land Use Plan

Table 2-3
Woodland Research and Technology Park Financing Plan
Estimated Population at Buildout by Land Use Category
Land Use
Dwelling
Units PPH Population
Single Family
Low Density 549 3.09 1,696
Village Center Low Density 79 3.09 244
Medium Density 337 2.39 806
Village Center Medium Density 187 2.39 447
Subtotal Single Family 1,152 3,193
Multifamily
High Density 232 2.15 499
High Density/Community Commercial (75%/25%) 286 2.15 615 Subtotal Multifamily 518 1,114
Total Residential 1,670 4,307
Source: City of Woodland; EPS; U.S. Census Bureau PUMS data; Solano County Assessor Prepared by EPS 5/5/2023 Z:\Shared\projects\SAC\162000\162061 Woodland specific Plan Area 1A\Models\162061 FP 5.3.23.xlsx 10

Woodland Research and Technology Park Public Facilities Financing Plan July 2023
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Policy and Financing Framework
Overview
This chapter provides an overview of the WRTP policy framework related to the Financing Plan. The Financing Plan must be prepared in accordance with the requirements of the WRTP Specific Plan document (Specific Plan), the DAs, and the Master Reimbursement Agreement. The purpose of each of these documents is described briefly below:
 Specific Plan. The Specific Plan establishes the land use plan and zoning regulations for development within the WRTP. The Specific Plan governs the development of the WRTP and requires completion of this Financing Plan to describe the financing strategy and mechanisms to fund the backbone infrastructure and public facilities needed for the WRTP development.  DAs. Each property owner is entering into a DA with the City that allows the property owner vested rights to develop their property in accordance with the terms and conditions of the Specific Plan. The DAs detail the specific requirements for the property owners to be allowed to develop, including requirements for the construction of certain backbone infrastructure and public facilities.
 Master Reimbursement Agreement. The Master Reimbursement Agreement is an agreement between all of the developers and the City that details the procedures and requirements for the developers to receive RTIF Program credits and reimbursements for the dedication of land and construction of backbone infrastructure and public facilities.

Financing Plan Requirements
As stated in the Specific Plan, “the Financing Plan will serve as a framework to guide and support the objectives of the Specific Plan.” This Financing Plan provides the estimated costs to construct identified public improvements needed to implement the Specific Plan and describes the proposed funding mechanisms to fund those costs.

The overall costs and funding sources in the Financing Plan have been estimated for the purpose of providing feasible financing strategies and mechanisms to construct the backbone infrastructure and public facilities required for WRTP development. The development, costs, and funding sources in this Financing Plan are based on the best information available at this time and may need to be updated as development progresses.

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The Specific Plan includes the following requirements for the Financing Plan:
 Describe the project and sequencing of needed infrastructure.  Provide a summary of the infrastructure and public facility requirements to serve future development within the Plan Area.
 Include infrastructure cost estimates by land use and by development phase per acre, and the estimated infrastructure cost at build-out of the Plan Area.  Include summarized costs for infrastructure and public facilities needed to serve the Specific Plan, including costs needed to serve the Plan Area at buildout.
 Review and include existing fees, taxes and assessments which may be applicable to new development in the Specific Plan.
 Present cost estimates for operating and maintaining the required infrastructure and for ongoing municipal services.
 Identify potential funding sources for both the construction of infrastructure and provision of municipal services.
 Present the overall cost burden by land use and by development area on a per acre basis.
 Provide recommended action steps for implementation of the infrastructure financing.

Financing Plan Goals
The elements of the Financing Plan must work together to provide the optimal balance of fees, private, and other financing to not overly burden undeveloped land, while assuring that necessary facilities are constructed when needed. The goals of the Financing Plan are summarized below:

1. Fully fund all facility and infrastructure improvements when the improvements are needed to serve the Project.

2. Use existing fee programs to the extent possible.

3. Identify new fee programs or increases in existing fee programs to the extent required.

4. Make use of “pay-as-you-go” mechanisms, while allowing for timely construction of public improvements.

5. Make appropriate use of private financing, existing fee programs, new fee programs, and credit/reimbursement agreements to fund improvements when needed.

Woodland Research and Technology Park Public Facilities Financing Plan July 2023
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Backbone Infrastructure and Public
Facilities
This chapter summarizes the WRTP backbone infrastructure and public facilities (public improvements) that are required to serve the WRTP. The backbone infrastructure and public facilities consist of the improvements specifically required to serve the WRTP that are included in the WRTP Capital Improvement Program (CIP) prepared by Cunningham Engineering Corporation, as well as additional City, County, and school district public improvements toward which the WRTP must contribute. Table 4-1 summarizes public improvements and the WRTP estimated cost obligation for these improvements.

Appendix A contains a summary of the CIP. The additional public improvements not included in the CIP, such as citywide road improvements, schools, and libraries are generally located off-site and funded through existing development impact fee programs.

Backbone Infrastructure
As shown in Table 4-1, the WRTP has a backbone infrastructure cost obligation of approximately $156.9 million. The CIP contains an estimated $100.6 million of improvements. The WRTP will have an additional $56.2 million obligation for other Citywide backbone infrastructure. All costs are expressed in 2023 dollars. The following types of backbone infrastructure are included:
 Streets
 Storm Drainage
 Water
 Sewer
Streets
Map 4-1 displays the road circulation plan for the WRTP. The CIP includes an estimated $71.0 million in land acquisition, right of way and utilities, agricultural mitigation and habitat conservation plan (HCP), and construction costs for transportation improvements required to serve the WRTP. An additional $29.7 million in Citywide transportation improvements will be payable through the City Major Projects Financing Plan (MPFP) Fee Program.

Table 4-1
Woodland Research and Technology Park Financing Plan
Estimated Backbone Infrastructure and Public Facilities Costs (2023$) Item Total
WRTP
CIP
Other
Improvements
Backbone Infrastructure
Streets $100,727,322 $71,046,000 $29,681,322
Storm Drainage $20,841,000 $20,841,000 $0
Water $15,792,537 $5,228,000 $10,564,537
Sewer $19,547,446 $3,549,000 $15,998,446
Subtotal Backbone Infrastructure $156,908,304 $100,664,000 $56,244,304 Public Facilities
Parks and Open Space $44,413,170 $30,119,000 $14,294,170 Schools $13,452,711 $0 $13,452,711
Libraries $967,434 $0 $967,434
Fire $9,856,258 $0 $9,856,258
Police $2,720,698 $0 $2,720,698
General Government $3,329,707 $0 $3,329,707
Public Transit $471,196 $0 $471,196
Affordable Housing $7,782,340 $0 $7,782,340
Agricultural Mitigation $4,499,785 $0 $4,499,785
County Facilities $6,263,783 $0 $6,263,783
Habitat Conservation Plan $4,860,368 $0 $4,860,368
Total Public Facilities $98,617,450 $30,119,000 $68,498,450 Total $255,525,754 $130,783,000 $124,742,754
Source: Cunningham Engineering; City of Woodland; EPS.
[1] WRTP CIP Streets costs differ from costs on Table A-1 because this table includes a $1.45 million interchange contingency that is not included in the CIP costs shown in Table A-1.

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Map 4-1. Road Circulation Diagram

Woodland Research and Technology Park Public Facilities Financing Plan July 2023
Economic & Planning Systems, Inc. (EPS) 16
The street improvements below are included in the CIP and described in the remainder of this section:
 County Road 25A
 Parkland Avenue
 Parkland Avenue Overcrossing
 Main Internal Roadways
 Road B
 Highway 113 and County Road 25A Interchange
County Road 25A
County Road 25A (CR 25A) will be the primary entryway to the WRTP. The RTIF Program includes construction of the section of CR 25A from Highway 113 on the west to Harry Lorenzo Avenue on the east. There will be a signalized intersection at Road B and CR 25A that will serve as the main entryway to the WRTP.

Parkland Avenue Overcrossing
The parkland avenue overcrossing over Highway 113 will connect the west side of Highway 113 to the future Parkland Avenue in the WRTP. It will provide access from the WRTP to other future City plan areas west of Highway 113.

Parkland Avenue
Parkland Avenue is the principal arterial street within the WRTP. The CIP includes funding for the extension of Parkland Avenue from Harry Lorenzo Avenue on the east side of the WRTP to the future Parkland Avenue Overcrossing on the west side of the WRTP.

Main Internal Roads
The CIP includes construction of the main internal streets. These streets are designed to connect different parts of the WRTP and provide access into and out of the project.

Road B
Road B is a minor arterial street that serves as the main north to south road linking different areas of the WRTP. All intersections on Road B will be signalized and include enhanced pavement, landscaping, and aesthetic features. Road B includes a mobility hub that will serve as a point of arrival or departure for employees and residents traveling to, from, and within the WRTP by different transportation modes.

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Harry Lorenzo Avenue – Half Section North
The CIP includes construction of the western half section of Harry Lorenzo Avenue from the northern WRTP boundary at Farmer’s Central Road to Parkland Avenue.

This improvement has been completed and included grading and erosion control, street work and concrete, and streetlights.

Highway 113 and County Road 25A Interchange (Double Roundabout Option) Interchange improvements at Highway 113 and CR 25A include ramp improvements and the construction of roundabouts on both the east and west sides of the interchange.

Storm Drainage
Map 4-2 displays the planned storm drainage system plan for the WRTP. The CIP includes a total of $20.8 million in land acquisition, agricultural mitigation and HCP, and construction costs for on-site and off-site storm drainage improvements.

On-site improvements consist of a system of collection and conveyance facilities located in and adjacent to collector and arterial streets and in greenbelt corridors.

Off-site improvements consist of upgrades to the recently constructed South Regional Pump Station.

The WRTP does not have an obligation for any additional storm drainage improvements outside of those in the CIP.

Water
Map 4-3 displays the proposed water distribution system for the WRTP, and Map 4-4 shows the proposed recycled water distribution system. The CIP includes a total of $5.2 million in construction costs for water improvements, including recycled water improvements. Water facilities consist of the pipelines needed to connect to existing transmission mains and distribute water throughout the WRTP. The water pipelines will be located within the right-of-way of public streets, and the recycled water pipelines will be located within the right-of-way of public streets and greenways.

An additional $10.6 million in Citywide water improvements will be payable through the City MPFP Fee Program.

Sewer
Map 4-5 displays the proposed wastewater system for the WRTP. The CIP includes a total of $3.5 million in construction costs for on-site and off-site sewer improvements. On-site improvements consist of a system of collection and conveyance facilities located in and adjacent to internal streets. Off-site improvements include upgrades to the existing SLSP pump station.

Map 4-2. Proposed Drainage and Stormwater System

Map 4-3. Proposed Water Distribution System

Map 4-4. Proposed Recycled Water
Distribution System

Map 4-5. Proposed Wastewater System

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An additional $16.0 million in Citywide sewer improvements will be payable through the City MPFP Fee Program.

Public Facilities
As shown in Table 4-1, the WRTP has a public facilities cost obligation of approximately $98.6 million. The WRTP CIP contains an estimated $30.1 million of parks and open space. The WRTP will have an additional $68.5 million obligation for other City, County, and school district improvements. All costs are expressed in 2023 dollars. The following types of public facilities will be required to serve the WRTP:
 Parks and Open Space
 Schools
 Libraries
 Fire
 Police
 General Government
 Public Transit
 Affordable Housing
 Agricultural Mitigation
 County Facilities
 Habitat
Parks and Open Space
Map 4-6 shows the proposed parks and open space sites in the WRTP. The CIP includes a total of $30.1 million in land acquisition, agricultural mitigation and HCP, and construction costs for parks and open space. The planned parks and open space system includes parks, open space, and green belts throughout the WRTP. The land use plan includes an 11.6-acre neighborhood park to serve the WRTP and 6 acres of open space and greenbelts.

An additional $14.3 million in Citywide parks and recreation improvements will be payable through the City MPFP Fee Program.

Schools
Map 4-7 shows a possible WRTP school site. It is currently undecided if a school will be constructed in the WRTP. However, land has been zoned and reserved for a 12-acre school campus if the Woodland Joint Unified School District (WJUSD) determines that there is a need for a school in the plan area. Public school students from the WRTP may be served by existing or new schools in neighboring areas of Woodland. The CIP does not contain any school costs, as schools will be constructed by the WJUSD.

Map 4-6. Proposed Parks/Open Space Sites

Map 4-7. Possible School Site

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The WRTP is anticipated to contribute an estimated $13.5 million to school construction costs through the payment of WJUSD school development fees.

Libraries
New or expanded library facilities may be needed to serve the residents of the WRTP, but a library is not planned in the WRTP. The residents of the WRTP will be served by the existing public library in the City or by potential new facilities. The CIP does not contain any library costs, as required new library facilities will be constructed by the City. The WRTP will contribute an estimated $1.0 million to library improvement costs through the payment of City MPFP fees.

Fire
Fire facilities will be needed to serve the residents of the WRTP, but a fire station is not planned in the WRTP. The City plans to relocate the existing Fire Station Three from its current location two miles north of the WRTP to a site one-half mile north of the WRTP, so that this station can provide service with the required response times to the WRTP. The CIP does not contain fire facility costs, as required new fire facilities will be constructed by the City. The WRTP will contribute an estimated $9.9 million to fire facilities and equipment costs through the payment of City MPFP fees.

Police
Expanded police facilities and equipment will be needed to provide adequate law enforcement services to the residents of the WRTP, but a police station is not planned in the WRTP. The Woodland Police Department plans to add additional police officers to serve the new City residents, resulting in the need for additional equipment and vehicles. However, the City has determined that its existing police station is sufficiently sized to provide required police service levels through buildout of the WRTP. The CIP does not include police improvement costs, as the City will acquire the required new equipment and vehicles and make any facility improvements. The WRTP will contribute an estimated $2.7 million to police improvement costs through the payment of City MPFP fees.

General Government Facilities
Improvements to general government facilities, such as City Hall and other City buildings may be needed to serve the new residents and employees of the WRTP.

The CIP does not include general government facilities costs, as any required improvements will be constructed by the City. The WRTP will contribute an estimated $3.3 million to general government facilities costs through the payment of City MPFP fees.

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Public Transit
A public transit system will be needed to serve the new residents and employees of the WRTP. Transit improvement costs for the mobility hub are included with the Streets costs (see prior discussion in Road B section). The City may require additional start-up capital investment for vehicles and operations and maintenance costs. The City has established a Public Transit fee to fund these additional costs. The WRTP will contribute an estimated $471,000 to transit improvements through the payment of the City Public Transit Fee.

Affordable Housing
As stated in the WRTP Affordable Housing Plan, ten percent of all units developed in the WRTP shall be made available to low income residents, as defined in the City’s Affordable Housing Ordinance. The developers may pay in-lieu fees established for WRTP market rate residential development to satisfy the affordable housing obligation. In addition, five acres of land shall be dedicated in the plan area for the construction of at least 160 low-income housing units. The WRTP will contribute to the construction of affordable housing through a combination of affordable housing in-lieu fees and land dedication.

Agricultural Mitigation
Development of the WRTP will result in the loss of agricultural land. The City of Woodland and Yolo County have implemented agricultural land conservation policies and mitigation programs to permanently protect agricultural land in Yolo County. The adopted conservation and mitigation programs allow for the recordation of agricultural conservation easements and/or payment of an in-lieu mitigation fee at a ratio of 1 to 3 acres of agricultural land for each acre of development (i.e. loss of prime agricultural land). The WRTP will contribute toward establishing agricultural conversation easements in Yolo County through payment of City and County agricultural land mitigation fees and/or the recordation of easements.

County Facilities
New or expanded County facilities will be needed to provide services to the residents and employees of the WRTP. The County has a County Facilities and Services Authorization development impact fee program to fund the construction of County facilities. The WRTP is estimated to contribute an estimated $6.3 million toward County facilities construction through the payment of the County FSA fees.

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Habitat
Development of the WRTP will result in the loss of plant and wildlife habitats. The WRTP is within the Yolo Habitat Conservation Plan/Natural Community Conservation Plan (HCP/NCCP) coverage area, which encompasses the whole of Yolo County. The HCP/NCCP was adopted in 2018 to mitigate the impacts of development on habitats within Yolo County. A fee program is established under the HCP/NCCP to mitigate for the loss of land cover types, covered species habitat, and other biological values on a per acre basis. The WRTP is estimated to contribute $4.9 million in development-based fees to fund mitigation that will offset those losses listed above.

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Financing Strategy and Funding
Sources
Overview
The backbone infrastructure and public facilities required to serve development in the WRTP will be funded using a combination of public and private funding sources. Table 5-1 summarizes the estimated costs and anticipated funding sources for the WRTP backbone infrastructure and public facilities. The funding sources and amounts are shown separately for improvements included in the WRTP CIP and other improvements funded through existing development impact fee programs. The funding for each of these types of improvements is discussed in the remainder of this chapter.

WRTP CIP Improvements
Developers will construct and privately finance the construction costs for most of the WRTP backbone infrastructure and public facilities included in the WRTP CIP.

Specific requirements for developer construction of backbone infrastructure and public facilities will be identified in tentative map conditions and DA requirements.

The developers will be required to submit an Infrastructure Phasing Plan to the City with the submission of the first tentative map for the property to be developed. The Infrastructure Phasing Plan will include the required infrastructure that the developer must construct.

For developer constructed improvements that are included in the proposed WRTP Infrastructure Fee Program (RTIF Program) the developer may receive credits or reimbursements from the proposed RTIF Program, subject to the credit and reimbursement requirements in the DA and the Master Reimbursement Agreement.

Some of the CIP improvements are not included in the RTIF Program and either will be constructed and privately funded by developers or will be constructed by the City. The Spring Lake Specific Plan area (SLSP) and future specific plan areas 1B and 1C (SP-1B and SP-1C) will contribute to the funding of some of the street improvements.

Additionally, the financing strategy includes formation of one or more landsecured bond financing districts (e.g., Mello-Roos CFD or Assessment District), which may be used to fund a portion of the total backbone infrastructure and public facilities needed at the outset of development.

Table 5-1
Woodland Research and Technology Park Financing PlanEstimated Sources and Uses of Funding (2023$)Item Total RTIF
Program Developer City SP-1B/1C SLSP Other Subtotal
City
MPFP Fees
Other
City Fees WJUSD County Subtotal
Backbone Infrastructure
Streets [1] $100,727,322 $48,702,000 $9,377,000 $3,428,000 $6,524,000 $3,015,000 - $71,046,000 $29,681,322 - - - $29,681,322 Storm Drainage $20,841,000 $11,338,000 $2,012,000 - - - $7,491,000 $20,841,000 - - - - - Water $15,792,537 $4,343,000 $375,000 $510,000 - - - $5,228,000 $10,564,537 - - - $10,564,537 Sewer $19,547,446 $1,879,000 $1,131,000 $539,000 - - - $3,549,000 $15,998,446 - - - $15,998,446 Subtotal Backbone Infrastructure $156,908,304 $66,262,000 $12,895,000 $4,477,000 $6,524,000 $3,015,000 $7,491,000 $100,664,000 $56,244,304 - - - $56,244,304 Public Facilities
Parks and Open Space $44,413,170 $28,946,000 - - - $1,173,000 - $30,119,000 $14,294,170 - $14,294,170 Schools $13,452,711 - - - - - - - - - $13,452,711 $13,452,711Libraries $967,434 - - - - - - - $967,434 - - - $967,434 Fire $9,856,258 - - - - - - - $9,856,258 - - - $9,856,258Police $2,720,698 - - - - - - - $2,720,698 - - - $2,720,698 General Government $3,329,707 - - - - - - - $3,329,707 - - - $3,329,707 Public Transit $471,196 - - - - - - - - $471,196 - - $471,196Affordable Housing $7,782,340 - - - - - - - - $7,782,340 - - $7,782,340Agricultural Mitigation $4,499,785 - - - - - - - - $4,499,785 - - $4,499,785County Facilities $6,263,783 - - - - - - - - - - $6,263,783 $6,263,783 Habitat Conservation Plan $4,860,368 - - - - - - - - - - $4,860,368 $4,860,368 Total Public Facilities $98,617,450 $28,946,000 - - - $1,173,000 - $30,119,000 $31,168,267 $12,753,321 $13,452,711 $11,124,150 $68,498,450 Total $255,525,754 $95,208,000 $12,895,000 $4,477,000 $6,524,000 $4,188,000 $7,491,000 $130,783,000 $87,412,572 $12,753,321 $13,452,711 $11,124,150 $124,742,754 Source: Cunningham Engineering; City of Woodland; EPS.[1] WRTP CIP Streets costs differ from costs on Table A-1 because this table includes a $1.45 million interchange contingency that is not included in the CIP costs shown in Table A-1.

WRTP CIP Existing Fee Programs
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Existing Fee Programs
The WRTP will have an obligation to contribute to construction of other backbone infrastructure and public facilities not included in the CIP. For these public improvements, the developers will pay applicable City, County and WJUSD development impact fees.

Detailed Sources of Funding
The following sections detail the currently available sources identified to fund WRTP Facilities:
 RTIF Program
 Existing City and Other Agency Fee Programs
 Other Funding Sources
As shown in Table 5-1, approximately $95.2 million will be funded through the proposed RTIF Program, approximately $124.7 million will be funded by the existing fee programs, and approximately $35.6 million will be funded from other funding sources.

RTIF Program
Detailed further in Chapter 6, the proposed RTIF Program will help fund those backbone infrastructure and public facilities costs that are not funded by existing fee programs or other funding sources identified in the sections to follow.

Facilities included in the RTIF Program include those facilities with plan-wide benefits (i.e., serve multiple individual subdivisions), the costs of which should be distributed among RTIF land uses and ownership interests.

The RTIF Program will be a City-implemented, plan area-specific development fee program applicable only to new RTIF development. The RTIF Program will fund the following types of improvements:
 Streets
 Storm Drainage
 Water
 Sewer
 Parks and Open Space
The estimated buildout fee revenue generated by the RTIF Program is detailed in Appendix B.

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Existing City and Other Agency Fee Programs
The WRTP will be subject to all applicable City and other agency development impact fees in place at the time of acceptance of the building permit application.

The WRTP will contribute to the construction of City, County, and regional backbone infrastructure and public facilities through payment of existing development impact fees. The existing fee programs in which the WRTP will participate are summarized below and were further detailed in the previous chapter:
 City MPFP Fee Program (Streets, Water, Sewer, Parks, Fire, Police, General Government)
 City Transit Fee Program
 City Affordable Housing Fee Program
 City Agricultural Mitigation Fee Program
 Yolo County Facilities and Services Authorization Fee Program The estimated WRTP buildout fee revenue generated by these fee programs is summarized in Table 5-1 and detailed in Appendix B.

Other Funding Sources
Other funding sources anticipated to fund a portion of required backbone infrastructure and public facilities are summarized below.

Other Development Projects
Other plan areas will participate in funding facilities for which they have a shared benefit with the WRTP. Specifically, future plan areas SP-1B and SP-1C will have a funding share for construction of the Parkland Avenue overcrossing, and the SLSP will have a funding share for the Highway 113/County Road 25A interchange.

Private Developers
Certain facilities will be the responsibility of individual project developers to fund.

The WRTP developers will be responsible for funding a portion of the streets, storm drainage, water, and sewer costs associated with the main internal roads and Road B.

City
The City will contribute to the funding of several projects. Specifically, the City will help fund the Highway 113/County Road 25A interchange with MPFP funding and the existing sewer lift station upgrades with sewer enterprise funding and will fully fund the water system for the parks and open space.

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Other
Offsite storm drainage improvements will benefit the WRTP and other areas of the City. The RTIF Program includes some funding for these improvements, but the source of the remaining required funding (approximately $7.5 million) has not been decided. It is anticipated that a portion of the funding will come from citywide development fees.

Land-Secured Financin g
This Financing Plan includes the potential use of land-secured financing for a portion of the backbone infrastructure and public facilities costs. Although this Financing Plan identifies sources of funding for all the included backbone infrastructure and public facilities, major facility oversizing and substantial upfront capital outlays may be required for certain projects. Land-secured financing, in the form of either a Mello-Roos CFD or an Assessment District, may be used to provide debt financing for some of these oversized Facilities:
 Mello-Roos CFD. The Mello-Roos Community Facilities Act of 1982 enables public agencies to form CFDs and levy a special tax on property owners in those CFDs. These special taxes may be used to pay debt service on CFD bonds or to finance public improvements directly on a pay-as-you-go (PAYGO) basis.
 Assessment Districts. California statutes give local governments the authority to levy several special assessments for specific public improvements such as streets, storm drains, sewers, streetlights, curbs, gutters, and sidewalks. The agency creates a special Assessment District that defines both the area to benefit from the improvements and the properties that will pay for the improvements.

A CFD is the most likely form of land-secured financing to be used to mitigate upfront costs of construction or acquisition of backbone infrastructure and public facilities in the Project, and it is anticipated that Project developers may request that the City form a CFD on all or a portion of the Project.

The proceeds from a CFD bond sale can be used for direct funding of improvements, to acquire facilities constructed by the developer, to reimburse developers for advance-funding improvements, or to pay certain development fees. The annual special tax can be used toward bond debt service or to build or reimburse for infrastructure as needed. The proceeds of the Mello-Roos special tax can be used for direct funding of facilities or to service bond debt.

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Tables 5-2 and 5-3 show a preliminary estimate of the Mello-Roos CFD bonding capacity of the Project, based on assumptions regarding tax rates, reserve fund requirements, and interest rates. Based on current assumptions, which are estimates for purposes of example in this document, the Project is estimated to have capacity to bond for approximately $86.4 million, of which $71.4 million could be available to fund Project infrastructure costs. Actual tax rates and related bond capacity will be established at the time of formation of the CFD. Table 5-4 shows an overall estimated value to lien ratio of 20:1 at buildout.

CFD Boundaries and Improvement Areas
The City anticipates one or more property owners may wish to use land-secured financing to help fund a portion of WRTP infrastructure and public facility costs. In anticipation of these requests, this Financing Plan sets forth City preferences regarding future infrastructure CFD formations in the WRTP. A current trend for land-secured infrastructure financing for larger master-planned projects is to include phases of development (or even sub-phases) as Improvement Areas either on a stand-alone basis or within one “project-wide CFD.” The City has indicated a preference for one project-wide CFD that could accommodate a number of separate Improvement Areas within that project-wide CFD. The way this structure is anticipated for WRTP is that an initial phase of the Project will be included in the formation of the projectwide CFD, as Improvement Area No. 1, with remaining phases identified in the formation documents and CFD boundary maps as a “future annexation area.”
Under the Mello-Roos Act, each Improvement Area is its own geographical area which can be stand-alone or more typically within the framework of a larger, project-wide CFD that will serve as the umbrella CFD for the Project. What this means is that special taxes imposed within each Improvement Area will be the sole source of repayment for debt service for CFD Bonds issued under the authorization for that Improvement Area. Parcels and landowners in other Improvement Areas of the CFD will not be obligated to bond repayment obligations of other Improvement Areas. This CFD bond structure is favored by bond underwriters and investors and is commonly used throughout the state.

Under the proposed structure, Improvement Area No. 1 would be the initial Improvement Area under a projectwide WRTP CFD. Future areas desiring to use land secured financing may elect to annex into the existing Improvement Area No. 1 or may elect to form a new Improvement Area No. 2. The City retains discretion regarding whether to permit annexations into prior Improvement Areas.

One important consideration for City policymakers is whether the proposed annexation might lengthen the duration of the special tax levy for the initial property owners within the initial Improvement Area.

Table 5-2
Woodland Research and Technology Park Financing Plan
Estimated Bond Sizing (2023$)
Estimated
Item Assumption Bond Sizing
Maximum Special Taxes Available for Debt Service
Estimated Annual Maximum Special Taxes [1] $6,337,090
Less Estimated Administration Costs 4.00% ($254,000)
Less Delinquency Coverage 10.00% ($634,000)
Adjustment for Rounding $910
Estimated Gross Debt Service (Rounded) $5,450,000
Total Bond Size
Total Bond Size without Tax Escalation $75,019,000
Adjustment for Rounding $81,000
Total Bond Size (Rounded) $75,100,000
Increase for Annual Escalation [2] 15% $11,265,000
Total Bond Size (Rounded) $86,365,000
Estimated Bond Proceeds
Total Bond Size (Rounded) $86,365,000
Less Capitalized Interest 12 months ($5,182,000)
Less Bond Reserve Fund 1-yr. debt service ($5,450,000)
Less Issuance Cost 5.00% ($4,318,000)
Estimated Bond Proceeds $71,415,000
Assumptions [3]
Interest Rate 6.00%
Term 30 years
Annual Escalation 2%
Source: City of Woodland; EPS.
[1] See Table 5-3.
bond size by approximately 15% to 20%. This estimate uses 15% to be conservative. [3] Estimated bond sizing based on conservative assumptions. The interest rate will be determined at the time of the bond sale. This analysis is based on an assumed bond term of 30 years.
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Table 5-3
Woodland Research and Technology Park Financing PlanEstimated Bond Proceeds (2023$) Prelim.

Units/ Max. Special
Item Acres Tax Rate Amount % of Total Amount Per Unit/Acre Amount Per Unit/Acre Formula A B C = A *B D = C / Total E= D x total bond F = E / A G = D x bond H = G / A Max Tax proceeds
Residential units per unit per unit per unit
Low Density 628 $3,700 $2,323,600 37% $31,667,171 $50,425 $26,185,504 $41,697Medium Density 524 $3,200 $1,676,800 26% $22,852,261 $43,611 $18,896,476 $36,062High Density 518 $2,000 $1,036,000 16% $14,119,121 $27,257 $11,675,065 $22,539Subtotal Residential Land Uses 1,670 $5,036,400 79% $68,638,553 $56,757,046 Nonresidential per acre per acre
Village Center/Community Commercial 16.43 $10,000 $164,260 3% $2,238,617 $136,285 $1,851,106 $112,694Business Park 113.64 $10,000 $1,136,430 18% $15,487,831 $136,285 $12,806,848 $112,694Subtotal Nonresidential 130.07 $1,300,690 21% $17,726,447 $14,657,954 $112,694 Total [2] $6,337,090 100.00% $86,365,000 $71,415,000Source: City of Woodland; EPS.[1] Assumes special taxes are escalated 2.0% annually for 30 years, which increases total Bond Size by approximately 20%. [2] See Table 5-2 for total bond size and total bond proceeds.

Maximum Special Tax Bond Size [1] Bond Proceeds
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Table 5-4
Woodland Research and Technology Park Financing PlanProject Buildout Value-to-Lien Ratio (2023$)Item Low
Density
Medium
Density
High
Density
Village Center/
Com. Commercial
Business
Park Total
Estimated Project Buildout Value
Dwelling Units / Building Square Feet 628 524 518 310,948 1,980,115Sales Price per Unit/Square Foot $675,000 $550,000 $375,000 $350 $350Total Project Buildout Value $423,900,000 $288,200,000 $194,250,000 $108,831,800 $693,040,250 $1,708,222,050 Estimated Bond Size $86,365,000Estimated Buildout Value-to-Lien Ratio 20:1Source: City of Woodland; EPS.

Residential Commercial
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Finally, although this Financing Plan includes placeholder special tax estimates for nonresidential land uses, for purposes of stimulating economic development and encouraging nonresidential development in the Project, the City may wish to exclude nonresidential development from the CFD or not have nonresidential development annex into the CFD. This Financing Plan is identifying this City preference and does not preclude inclusion or exclusion of nonresidential property from the proposed infrastructure CFD.

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

Completion of backbone infrastructure and other public facilities will be phased to serve logical increments of development, based on the demand for such facilities as the WRTP builds out. The timing and amount of development in each increment will depend on many factors, such as market demand. In the normal course of the development approval process, the City will condition the WRTP’s tentative maps with backbone infrastructure and other public facility requirements.

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

The developers of the WRTP will be responsible for advance funding and constructing all of the backbone infrastructure and public facilities needed to serve the WRTP, unless the City and WRTP proponents agree otherwise to City construction of specific improvements. Subject to the City’s fee credit and reimbursement policies and the terms of the Master Reimbursement Agreement entered into by the City and all landowners/developers, some or all of this private funding will be reimbursed to the landowners/developers over time as the City is able to issue public debt through the CFD, issue credits due for landowner/developer proportionate share of fees and collect fees from other developers that will provide reimbursements. The timeframe for reimbursement is unknown and could be a considerable period of time depending on market conditions and the actual absorption of the development projects. There is no guarantee the initial developers will be fully reimbursed for the costs to oversize facilities for later development projects.

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Woodland Research and Technology
Park Plan-Area Fee Program
This Financing Plan proposes adoption of a new plan area development impact fee program, the Woodland Research and Technology Park Infrastructure Fee Program (RTIF Program), that will fund the backbone infrastructure and public facilities needed to serve the WRTP. The proposed RTIF Program is designed to fund construction of backbone infrastructure and public facilities necessary to accommodate new residents and employees generated by WRTP development after taking into consideration a variety of other funding sources for the improvements. The costs to be funded through the RTIF Program were detailed in Chapter 4.

The Draft WRTP Nexus Study was prepared to establish the RTIF Program and the legally required nexus findings for the City to implement the RTIF Program and to set the initial development impact fees (RTIF or fees). The Nexus Study also details key components of the implementation and administration of the proposed RTIF Program. The RTIF Program may be updated periodically to reflect changes in land uses, facilities requirements, improvement costs, and other fee program information over time.

The key features of the RTIF program are summarized in this chapter.

RTIF Program Overview
The RTIF Program will be a City-implemented plan-area-specific development impact fee program applicable only to WRTP land uses. It will be used as a mechanism to fund backbone infrastructure and public facilities needed to serve the projected new residents and employees that are not funded by other sources.

The RTIF Program will contain the following fee components:
 Streets
 Parks
 Storm Drainage
 Water
 Sewer
 Administration

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Table 6-1 summarizes the proposed RTIF by residential and commercial land use for each of the fee components. For each land use, the administration component fee is calculated as four percent of the sum of all other fees and will fund administration of the RTIF Program. All RTIF components will be charged and collected per residential dwelling unit or commercial acre and are consistent with the requirements of California Assembly Bill (AB) 1600 legislation, as codified by the Mitigation Fee Act (California Government Code sections 66000 et. seq.).

While the commercial fee categories (Village Commercial/Community Commercial and Business Park) are the same for all RTIF components, there are different residential fee categories for different fee components to address provisions of California Assembly Bill 602 (AB 602), enacted in 2021. AB 602 modified the Mitigation Fee Act and stipulates that a jurisdiction must calculate residential fees proportionately to the square footage of the dwelling units, with the exception of water and sewer fees and any other fees for which specific findings can be made as to why the fees should not be enacted on a square foot basis.

In response to the provisions of AB 602, some of the RTIF components must have fees that differ by dwelling unit size while other components do not need to have different fees for different unit sizes. The proposed residential fee land uses for all fee components are summarized below:

Streets and Parks Residential Fee Components
 Single Family <1,000 sq. ft.
 Single Family 1,000 – 1,999 sq. ft.
 Single Family 2,000 – 2,999 sq. ft.
 Single Family >2,999 sq. ft.
 Multifamily <1,000 sq. ft.
 Multifamily ≥1,000 sq. ft.

Storm Drainage, Water, and Sewer Residential Fee Components  Low Density
 Medium Density
 High Density
The proposed fees are based on the best land use information, backbone infrastructure and public facilities costs estimates, funding source information, and administrative cost estimates available at this time. The land uses, cost estimates, and funding sources are detailed in prior chapters of this report and are also included in the Nexus Study.

Table 6-1
Woodland Research and Technology Park Financing PlanRTIF Program Fee Summary (2023$)Land Use Category Streets Parks Storm
Drainage Water Sewer Subtotal Admin. Total
Percentage 4.00%Residential by Land Use
Low Density (LDR) - - $6,952 $2,907 $1,176 $11,036 $441 $11,477 Medium Density (MDR) - - $4,742 $2,475 $910 $8,127 $325 $8,452High Density (HDR) - - $3,085 $1,759 $819 $5,663 $227 $5,890 Residential by Square Foot Range
Single Family (LDR and MDR)
< 1,000 sq. ft. $12,800 $8,199 - - - $20,999 $840 $21,839 1,000 to 1,999 sq. ft. $20,696 $14,450 - - - $35,146 $1,406 $36,552 2,000 to 2,999 sq. ft $29,904 $22,380 - - - $52,284 $2,091 $54,375 > 2,999 sq. ft. $36,547 $27,555 - - - $64,102 $2,564 $66,666 Multifamily (HDR)
< 1,000 sq. ft. $12,256 $14,450 - - - $26,705 $1,068 $27,773 ≥1000 sq. ft. $13,606 $16,533 - - - $30,139 $1,206 $31,345 Residential for Average Unit Size
Low Density (2,300 sq. ft.) $29,904 $22,380 $6,952 $2,907 $1,176 $63,321 $2,533 $65,854 Medium Density (1,850 sq. ft.) $20,696 $14,450 $4,742 $2,475 $910 $43,273 $1,731 $45,004 High Density (990 sq. ft.) $12,256 $14,450 $3,085 $1,759 $819 $32,368 $1,295 $33,663 Commercial [1]
Village Center/Community Commercial $189,072 N/A $22,213 $2,580 $2,596 $216,461 $8,658 $225,119 Business Park $86,378 N/A $22,213 $2,346 $1,731 $112,667 $4,507 $117,174 Commercial [1]
Village Center/Community Commercial $9.99 N/A $1.17 $0.14 $0.14 $11.43 $0.46 $11.89 Business Park $4.96 N/A $1.27 $0.13 $0.10 $6.47 $0.26 $6.73 Source: City of Woodland; EPS
[1] Commercial fees will be charged per acre. The amount per bldg. sq. ft. is shown for comparitive purposes. per unitper unit
per acre
per bldg. sq. ft.
per unit
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RTIF Program Implementation and
Administration
Implementation
The proposed RTIF Program is anticipated to be approved by the City through an ordinance establishing and authorizing collection of the fee and a resolution setting the amount of the fees. The RTIF Program will be independent and separate from all other City, County, other agency, or regional development impact fees that will be applicable to WRTP development.

Note that as part of the tentative map process, the developers will be required to submit proposed development plans. If there has been a change to the proposed land uses or number of dwelling units that results in less RTIF revenue generation than anticipated under the original land uses, then the developer will be required to make a shortfall payment to cover the difference at the time that a final map is filed.

Administration
The City will administer the RTIF Program. The RTIF Program includes a fourpercent planning and administration component to fund RTIF Program administration. Administration of the RTIF Program includes, but is not limited to, the following major tasks:
 Tracking all RTIF Program payments and assignment of fee credits and reimbursements for improvements constructed privately by developers.  Tracking the progress of construction contracts for RTIF Program improvements.
 Performing annual fee adjustments to account for the inflation of infrastructure and public facilities costs.
 Conducting periodic reviews of development projections, facilities requirements, improvement costs, funding sources, and cost allocation methodologies and making necessary adjustments to the RTIF Program.  Preparing the required annual and five-year reports on the status of the RTIF Program.

The RTIF Program implementation and administration are further detailed in the Nexus Study.

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Feasibility of the Financing Plan
This chapter quantifies and evaluates the total estimated infrastructure cost burden and total effective annual tax rate anticipated for new WRTP development and makes observations regarding the financial feasibility of the Financing Plan.

The financial feasibility is addressed by reviewing a total infrastructure burden analysis, as well as bond issuance guidelines, to ensure the Finance Plan will meet the required financial tests.

Description of Static Feasibility
Analyses
This analysis includes the following static methods for evaluating the financial feasibility of the WRTP:
 Total Backbone Infrastructure and Public Facilities Cost Burden.  Total Taxes and Assessments as a Percentage of Sales Price.

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

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

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

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The purpose of the total backbone infrastructure and public facilities cost burden feasibility test is to assess the financial feasibility of the WRTP, given all current and proposed fees and the additional burden of WRTP-specific infrastructure costs. This feasibility test assesses the total fee burden on residential dwelling units associated with the proposed backbone infrastructure and public facilities.

The total backbone infrastructure and public facilities cost burden feasibility test provides a performance indicator of a project’s feasibility. For each residential land use, the total cost burden per dwelling unit and nonresidential building square foot is expressed as a percent of the finished sales price. Project feasibility is evaluated based on the following general guidelines or benchmarks:
 Burdens below 15 percent generally are considered financially feasible.  Burdens between 15 and 20 percent may be feasible depending on the specific circumstances of the project.
 Burdens above 20 percent suggest a project may not be financially feasible unless other components of the project pro forma are particularly advantageous to the developer, thus allowing the project to bear unusually high backbone infrastructure and public facilities costs.1 These static feasibility benchmarks are based on EPS’s experience conducting financial feasibility analyses for numerous projects throughout the Sacramento Region and Central Valley over the last 3 decades. This feasibility diagnostic is merely a tool that can be used—along with other tools—as a general measure of financial feasibility. This measure should not automatically be interpreted to mean that if one land use type exceeds the threshold, the project definitely is infeasible.

In certain circumstances, there are ways in which a development project can mitigate against a high cost burden. In addition, the backbone infrastructure and public facilities costs will be fine-tuned and possibly reduced as engineering studies are completed closer to actual construction.
1 Such other components may include extraordinarily low land basis (e.g., land has been in the family for a long time, land acquired during severe real estate market downturn, etc.), development phasing (e.g., fast early absorption ahead of a major infrastructure cost such as a new water treatment plant), or low or no environmental mitigation requirements (e.g., through avoidance or on-site preservation).

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As summarized in Table 7-1 (and further detailed in Appendix B), the total backbone infrastructure and public facilities cost burden accounts for between approximately 19.2 percent and 19.8 percent of the estimated sales price of residential units in the WRTP. Cost burdens of this magnitude are at the upper end of the diagnostic range indicating that the Project may be financially feasible if home sales values do not taper or if infrastructure costs don’t continue to escalate rapidly. Other factors such as the magnitude of advance funding requirements within each development phase, anticipated reimbursement timeframes, and development absorption would also factor into the feasibility of individual development phases. Although fee burdens for new development in Woodland plan areas typically are close to 20 percent, the City generally experiences strong building permit activity except under the most difficult economic circumstances.

The infrastructure cost burden could change for several reasons, including a re-allocation of costs among land uses and cost reductions resulting from fine-tuning the estimates as engineering studies are completed and the WRTP development becomes closer to implementation. The cost burden estimates will continue to be examined and may be refined as the WRTP development is implemented.

Total Taxes and Assessments as a
Percentage of Sales Price
The Total Taxes and Assessments as a Percentage of Sales Price feasibility test often is referred to as a “two-percent test.” This test provides another measure of the financial feasibility of a project that is used by land developers, builders, and municipal governments to evaluate development projects. The Total Taxes and Assessments as a Percentage of Sales Price test provides a general rule for the feasibility of proposed annual special taxes and assessments. In general, if the sum of property taxes, other ad valorem taxes, and all annual special taxes and assessments is less than 2 percent of the average finished home sales price, then the burden of annual taxes and assessments is considered financially feasible. In the Sacramento Region, jurisdictions and developers typically target total taxes and assessments at levels no greater than approximately 1.6 percent to 1.8 percent of the finished home sales price.

Table 7-2 shows the estimated taxes and assessments as a percentage of home sales prices for three different proposed Project land uses. The total annual amount includes the following taxes and assessments:
 Property taxes
 Other general ad valorem taxes (e.g., school/other General Obligation bonds)  Services CFD taxes
 Infrastructure CFD taxes (proposed in this Finance Plan)

Table 7-1
Woodland Research and Technology Park Financing PlanSummary of Infrastructure Burden per Unit or Building Square Foot (2023$)Item Low
Density
Medium
Density
High
Density
Village Center/
Com. Commercial
Business
Park
Sales Price per Dwelling Unit/Sq. Ft. $675,000 $550,000 $375,000 $350 $350 City Building Permit Processing Fees $3,861 $3,608 $1,274 $1.44 $1.83 City Development Impact Fees
General City $1,005 $1,005 $755 $0.67 $0.79
Fire $3,406 $3,406 $2,042 $1.99 $2.15Library $628 $628 $471 $0.00 $0.00Police $823 $823 $616 $0.55 $0.65 Wastewater $7,524 $7,524 $5,642 $3.07 $1.74Parks & Recreation $9,279 $9,279 $6,959 $0.00 $0.00Roads $9,915 $9,915 $4,063 $12.31 $6.23Water $6,174 $6,174 $977 $0.42 $0.46Administration $291 $291 $154 $0.14 $0.09 Affordable Housing - Proposed $6,900 $4,625 $1,980 $0.00 $0.00Agricultural Mitigation $2,500 $1,250 $625 $0.79 $0.86Public Transit Fee (due at final map) $311 $311 $218 $0.00 $0.00Total Citywide Development Impact Fees $48,756 $45,231 $24,502 $19.94 $12.97 Other Agency Fees
County Facilities and Services Authorization (FSA) $3,118 $3,118 $2,312 $0.50 $0.67 School District Fees $9,384 $7,548 $4,039 $0.66 $0.66
Yolo County HCP Fee $2,700 $1,350 $675 $0.86 $0.93Total Other Agency Fees $15,202 $12,016 $7,026 $2.02 $2.26 RTIF - Proposed $65,854 $45,004 $33,663 $11.89 $6.73
Total Fees $133,673 $105,859 $66,465 $35.30 $23.78Percentage of Sales Price 19.8% 19.2% 17.7% 10.1% 6.8%Source: City of Woodland; Yolo County; WJUSD; EPS Fee per Unit Fee per Building Square Foot
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Table 7-2
Woodland Research and Technology Park Financing PlanTest of 2% Sales Price - Residential Market-Rate Units (2023$)Item Pct. LDR MDR HDR Village Center/
Com. Commercial
Business
Park
Assumptions
Sales Price $675,000 $550,000 $375,000 $350 $350FAR 0.43 0.40Maintenance CFD Category (assumes SLSP rates) Avg of R-5 and R-8
R-15 R-25 Non-Res. Non-Res.

Property Taxes
General Property Tax [2] 1.0000% $6,750 $5,500 $3,750 $3.50 $3.50 WJUSD 0.0190% $128 $105 $71 $0.07 $0.07
Yuba CCD 2006 0.0240% $162 $132 $90 $0.08 $0.08
Yuba CCD 2016 0.0081% $55 $45 $31 $0.03 $0.03
Total Ad Valorem Taxes Range 1.0512% $7,095 $5,781 $3,942 $3.68 $3.68Estimated Special Annual Taxes/Assessments Maintenance CFD [1] $1,122 $669 $599 $0.20 $0.20
Sports Park Maintenance CFD [2] $218 $180 $180 $0.03 $0.04Total Estimated Special Annual Taxes/Assessments $1,340 $850 $779 $0.23 $0.24 Estimated WRTP Infrastructure CFD [3] $3,700 $3,200 $2,000 $0.53 $0.57 Total Annual Taxes and Assessments $12,135 $9,831 $6,721 $4.44 $4.49Taxes & Assessments as % of Sales Price 1.80% 1.79% 1.79% 1.27% 1.28% Source: City of Woodland; EPS.[1] Maintenance CFD residential rates set equal to SLSP rates; nonresidential rates estimated by EPS. Per the City, the following SLSP rates are assumed for the WRTP land use categories:

LDR: average of SLSP R-5 and R-8 ratesMDR: SLSP R-15 rateHDR: SLSP R-25 rate [2] Sports Park maintenance CFD rates set equal to SLSP rates. Assumed Spring Lake categories are the same as those shown above in footnote [1]. [3] Residential rates set so that taxes and assessments=1.80% of sales price. Nonresidential rates set at $10,000 per acre. per unit per bldg. sq. ft.

Residential
price per unit price per bldg. sq. ft.

Commercial
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It is proposed that development in the WRTP participate in two services CFDs to pay for required services and ongoing maintenance of public improvements. One of the two districts would be a general maintenance CFD to provide funding for services, operations, and maintenance specifically required for WRTP development. In addition, the WRTP will be required to participate in the Citywide Sports Park maintenance CFD. When combined with the potential implementation of infrastructure special taxes that range from $2,000 to $3,700 per unit, the WRTP total special taxes and assessments would equal approximately 1.80% of the home sales prices.

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Financing Plan Implementation
This Financing Plan establishes a detailed and specific financing strategy for the WRTP. This chapter identifies the key administration and implementation actions and policies that will be required to carry out the financing strategy.

Implementation of the Financing Plan, along with EIR mitigation measures, DA provisions, and Master Reimbursement Agreement provisions will ensure that the public improvements needed to serve the WRTP are constructed consistent with the Specific Plan requirements. The City will implement the Financing Plan, which will include the following near-term and ongoing actions related specifically to the WRTP:
 Approval of the Specific Plan.
 Approval of the DAs and the Master Reimbursement Agreement between the developers and the City.
 Adoption of the Nexus Study and establishment of the RTIF Program.  Coordinating closely with all appropriate City departments and other service providers to implement the Financing Plan.
 Working with State and Federal agencies to secure State and Federal funding, where available and applicable.
 Coordinating the infrastructure construction program and funding sources with the developers.
 Periodically reviewing and updating the CIP.
 Monitoring identified revenue sources.
 Estimating fee program cash flows.
 Forming CFD(s) or other financing districts and administering subsequent bond sales and tax collection.
 Accounting for RTIF payments, credits, and reimbursements.  Updating and adjusting the RTIF Program as new infrastructure cost, land use, and revenue information become available.

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Updates
It is anticipated that as the Financing Plan is implemented, there may be changes to anticipated development, public facilities costs, and funding sources. Changes should be evaluated in the context of the overall financing strategy framework, ensuring that required funding is available when needed. The costs and funding sources for the Project may need to be adjusted periodically to reflect changes in the Specific Plan.

Such changes over time may be updated or reflected in the documents and City actions taken to implement various financing mechanisms identified in this document rather than revisiting or updating the Financing Plan itself. The City has the discretion to determine whether the Financing Plan itself should be updated or whether applicable updates should be made to the implementing documents themselves.

APPENDICES:

Appendix A: Summary of WRTP Capital
Improvement Program
Appendix B: Development Impact Fee
Analysis
Appendix C: Infrastructure Cost
Burden Comparison

APPENDIX A:

Summary of WRTP
Capital Improvement Program
Table A-1 Backbone Infrastructure Cost Estimates (2 pages) ........ A-1

Table A-1Woodland Research and Technology Park Financing PlanBackbone Infrastructure Cost Estimates (2023$)Item Assumption Streets [1] Storm
Drainage Water Sewer
Parks and
Open Space
Planning
and Admin. Total Streets [1]
Storm
Drainage Water Sewer
Parks and
Open Space
Planning
and Admin. Total
County Road 25A (Hwy 113 to Harry Lorenzo and Parkland to Miekle) Construction $4,173,000 $249,000 $374,000 $0 $0 $0 $4,796,000 $4,173,000 $249,000 $374,000 $0 $0 $0 $4,796,000 Contingency 10% $418,000 $25,000 $37,000 $0 $0 $0 $480,000 $418,000 $25,000 $37,000 $0 $0 $0 $480,000Soft Cost 15% $626,000 $37,000 $56,000 $0 $0 $0 $719,000 $626,000 $37,000 $56,000 $0 $0 $0 $719,000Subtotal County Road 25A $5,217,000 $311,000 $467,000 $0 $0 $0 $5,995,000 $5,217,000 $311,000 $467,000 $0 $0 $0 $5,995,000 Parkland Avenue
Construction $5,451,000 $652,000 $369,000 $0 $0 $0 $6,472,000 $5,451,000 $652,000 $369,000 $0 $0 $0 $6,472,000Contingency 10% $545,000 $65,000 $37,000 $0 $0 $0 $647,000 $545,000 $65,000 $37,000 $0 $0 $0 $647,000 Soft Cost 15% $818,000 $98,000 $55,000 $0 $0 $0 $971,000 $818,000 $98,000 $55,000 $0 $0 $0 $971,000 Subtotal Parkland Avenue $6,814,000 $815,000 $461,000 $0 $0 $0 $8,090,000 $6,814,000 $815,000 $461,000 $0 $0 $0 $8,090,000 Main Internal Roadways
Construction $12,008,000 $3,723,000 $1,914,000 $1,579,000 $0 $0 $19,224,000 $5,246,000 $2,113,000 $1,614,000 $1,041,000 $0 $0 $10,014,000 Contingency 10% $1,201,000 $372,000 $191,000 $158,000 $0 $0 $1,922,000 $525,000 $211,000 $161,000 $104,000 $0 $0 $1,001,000 Soft Cost 15% $1,801,000 $558,000 $287,000 $237,000 $0 $0 $2,883,000 $787,000 $317,000 $242,000 $156,000 $0 $0 $1,502,000 Subtotal Main Internal Roadways $15,010,000 $4,653,000 $2,392,000 $1,974,000 $0 $0 $24,029,000 $6,558,000 $2,641,000 $2,017,000 $1,301,000 $0 $0 $12,517,000 Road B
Mobility Hub (includes 25% contingency) $862,000 $0 $0 $0 $0 $0 $862,000 $862,000 $0 $0 $0 $0 $0 $862,000 Other Construction $10,048,000 $839,000 $1,118,000 $467,000 $0 $0 $12,472,000 $10,048,000 $839,000 $1,118,000 $101,000 $0 $0 $12,106,000 Contingency (on Other Construction) 10% $1,005,000 $84,000 $112,000 $47,000 $0 $0 $1,248,000 $1,005,000 $84,000 $112,000 $10,000 $0 $0 $1,211,000Soft Cost 15% $1,637,000 $126,000 $168,000 $70,000 $0 $0 $2,001,000 $1,637,000 $126,000 $168,000 $15,000 $0 $0 $1,946,000Subtotal Road B $13,552,000 $1,049,000 $1,398,000 $584,000 $0 $0 $16,583,000 $13,552,000 $1,049,000 $1,398,000 $126,000 $0 $0 $16,125,000 Harry Lorenzo - Half Section North [2] $387,000 $0 $0 $0 $0 $0 $387,000 $0 $0 $0 $0 $0 $0 $0 Hwy 113/CR 25A Interchange
Right of Way and Utilities (no soft costs/cont.) $250,000 $0 $0 $0 $0 $0 $250,000 $132,000 $0 $0 $0 $0 $0 $132,000 Construction (incl. 20% contingency) $10,307,000 $0 $0 $0 $0 $0 $10,307,000 $5,463,000 $0 $0 $0 $0 $0 $5,463,000 Construction Management 15% $1,546,000 $0 $0 $0 $0 $0 $1,546,000 $819,000 $0 $0 $0 $0 $0 $819,000 Soft Cost 15.56% $1,604,000 $0 $0 $0 $0 $0 $1,604,000 $850,000 $0 $0 $0 $0 $0 $850,000Subtotal SR 113/CR 25A Interchange $13,707,000 $0 $0 $0 $0 $0 $13,707,000 $7,264,000 $0 $0 $0 $0 $0 $7,264,000 Parkland Avenue Overcrossing
Construction $7,863,000 $0 $0 $0 $0 $0 $7,863,000 $3,590,000 $0 $0 $0 $0 $0 $3,590,000 Construction Management 25% $1,966,000 $0 $0 $0 $0 $0 $1,966,000 $898,000 $0 $0 $0 $0 $0 $898,000 Soft Cost 15% $1,180,000 $0 $0 $0 $0 $0 $1,180,000 $539,000 $0 $0 $0 $0 $0 $539,000 Subtotal Parkland Avenue Overcrossing $11,009,000 $0 $0 $0 $0 $0 $11,009,000 $5,027,000 $0 $0 $0 $0 $0 $5,027,000 Sewer Lift Station Upgrades
Construction $0 $0 $0 $734,000 $0 $0 $734,000 $0 $0 $0 $335,000 $0 $0 $335,000 Offsite Contingency 20% $0 $0 $0 $147,000 $0 $0 $147,000 $0 $0 $0 $67,000 $0 $0 $67,000 Soft Cost 15% $0 $0 $0 $110,000 $0 $0 $110,000 $0 $0 $0 $50,000 $0 $0 $50,000 Subtotal Sewer Lift Station Upgrades $0 $0 $0 $991,000 $0 $0 $991,000 $0 $0 $0 $452,000 $0 $0 $452,000 Greenbelts, Parks, and Ponds
Construction $0 $3,632,000 $408,000 $0 $22,249,000 $0 $26,289,000 $0 $3,632,000 $0 $0 $21,310,000 $0 $24,942,000Contingency 10% $0 $363,000 $41,000 $0 $2,225,000 $0 $2,629,000 $0 $363,000 $0 $0 $2,131,000 $0 $2,494,000 Soft Cost 15% $0 $545,000 $61,000 $0 $3,337,000 $0 $3,943,000 $0 $545,000 $0 $0 $3,197,000 $0 $3,742,000Subtotal Greenbelts, Parks, and Ponds $0 $4,540,000 $510,000 $0 $27,811,000 $0 $32,861,000 $0 $4,540,000 $0 $0 $26,638,000 $0 $31,178,000 Off-Site Storm Drainage $0 $8,650,000 $0 $0 $0 $8,650,000 $0 $1,159,000 $0 $0 $0 $1,159,000Land Allocations $2,908,000 $648,000 $0 $0 $2,035,000 $0 $5,591,000 $1,828,000 $648,000 $0 $0 $2,035,000 $0 $4,511,000 Ag Mitigation and HCP Cost $992,000 $175,000 $0 $0 $273,000 $0 $1,440,000 $992,000 $175,000 $0 $0 $273,000 $0 $1,440,000 Subtotal Costs $69,596,000 $20,841,000 $5,228,000 $3,549,000 $30,119,000 $0 $129,333,000 $47,252,000 $11,338,000 $4,343,000 $1,879,000 $28,946,000 $0 $93,758,000Planning and Administration [3] 0% $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total Costs $69,596,000 $20,841,000 $5,228,000 $3,549,000 $30,119,000 $0 $129,333,000 $47,252,000 $11,338,000 $4,343,000 $1,879,000 $28,946,000 $0 $93,758,000 Source: Cunningham Engineering[1] Includes Grading & Erosion Control, Street Work & Concrete, Dry Utilities, Streetlights, Mobility Hub, and ROW acquisition. [2] Improvements completed.[3] Planning and Administration costs from CIP are excluded because they are accounted for in the RTIF Program Administration fee component.

Total Estimated Costs RTIF
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Table A-1Woodland Research and Technology Park Financing PlanBackbone Infrastructure Cost Estimates (2023$)Item AssumptionCounty Road 25A (Hwy 113 to Harry Lorenzo and Parkland to Miekle) ConstructionContingency 10%Soft Cost 15%Subtotal County Road 25A Parkland Avenue
ConstructionContingency 10%Soft Cost 15%Subtotal Parkland Avenue Main Internal Roadways
ConstructionContingency 10%Soft Cost 15%Subtotal Main Internal Roadways Road B
Mobility Hub (includes 25% contingency)
Other ConstructionContingency (on Other Construction) 10%Soft Cost 15%Subtotal Road B Harry Lorenzo - Half Section North [2]Hwy 113/CR 25A Interchange Right of Way and Utilities (no soft costs/cont.)Construction (incl. 20% contingency)Construction Management 15%Soft Cost 15.56%Subtotal SR 113/CR 25A Interchange Parkland Avenue Overcrossing
ConstructionConstruction Management 25%Soft Cost 15%Subtotal Parkland Avenue Overcrossing Sewer Lift Station Upgrades
ConstructionOffsite Contingency 20%Soft Cost 15%Subtotal Sewer Lift Station Upgrades Greenbelts, Parks, and Ponds
ConstructionContingency 10%Soft Cost 15%Subtotal Greenbelts, Parks, and Ponds Off-Site Storm DrainageLand AllocationsAg Mitigation and HCP CostSubtotal CostsPlanning and Administration [3] 0% Total CostsSource: Cunningham Engineering
[1] Includes Grading & Erosion Control, Street Work & Concrete, Dry Utilities, Streetlights, Mobility Hub, and ROW acquisition. [2] Improvements completed.[3] Planning and Administration costs from CIP are excluded because they are accounted for in the RTIF Program Administration fee component.

SP-1B/1C Other
Streets [1]
Storm
Drainage Water Sewer Total Streets [1] Water Sewer Total Streets [1] Streets [1] Parks and
Open Space Total
Storm
Drainage
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$6,762,000 $1,610,000 $300,000 $538,000 $9,210,000 $0 $0 $0 $0 $0 $0 $0 $0 $676,000 $161,000 $30,000 $54,000 $921,000 $0 $0 $0 $0 $0 $0 $0 $0 $1,014,000 $241,000 $45,000 $81,000 $1,381,000 $0 $0 $0 $0 $0 $0 $0 $0 $8,452,000 $2,012,000 $375,000 $673,000 $11,512,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0$0 $0 $0 $366,000 $366,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $37,000 $37,000 $0 $0 $0 $0 $0 $0 $0 $0$0 $0 $0 $55,000 $55,000 $0 $0 $0 $0 $0 $0 $0 $0$0 $0 $0 $458,000 $458,000 $0 $0 $0 $0 $0 $0 $0 $0 $387,000 $0 $0 $0 $387,000 $0 $0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $63,000 $0 $0 $63,000 $0 $55,000 $55,000 $0 $0 $0 $0 $0 $0 $2,577,000 $0 $0 $2,577,000 $0 $2,267,000 $2,267,000 $0$0 $0 $0 $0 $0 $387,000 $0 $0 $387,000 $0 $340,000 $340,000 $0 $0 $0 $0 $0 $0 $401,000 $0 $0 $401,000 $0 $353,000 $353,000 $0 $0 $0 $0 $0 $0 $3,428,000 $0 $0 $3,428,000 $0 $3,015,000 $3,015,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $4,273,000 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $1,068,000 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $0 $0 $641,000 $0 $0 $0$0 $0 $0 $0 $0 $0 $0 $0 $0 $5,982,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $399,000 $399,000 $0 $0 $0 $0$0 $0 $0 $0 $0 $0 $0 $60,000 $60,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $80,000 $80,000 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $0 $539,000 $539,000 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0 $408,000 $0 $408,000 $0 $0 $939,000 $939,000 $0 $0 $0 $0 $0 $0 $0 $41,000 $0 $41,000 $0 $0 $94,000 $94,000 $0$0 $0 $0 $0 $0 $0 $61,000 $0 $61,000 $0 $0 $140,000 $140,000 $0 $0 $0 $0 $0 $0 $0 $510,000 $0 $510,000 $0 $0 $1,173,000 $1,173,000 $0$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $7,491,000 $538,000 $0 $0 $0 $538,000 $0 $0 $0 $0 $542,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$9,377,000 $2,012,000 $375,000 $1,131,000 $12,895,000 $3,428,000 $510,000 $539,000 $4,477,000 $6,524,000 $3,015,000 $1,173,000 $4,188,000 $7,491,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
$9,377,000 $2,012,000 $375,000 $1,131,000 $12,895,000 $3,428,000 $510,000 $539,000 $4,477,000 $6,524,000 $3,015,000 $1,173,000 $4,188,000 $7,491,000 Developer City SLSP
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APPENDIX B:

Development Impact Fee Analysis
Table B-1 Single-Family Development Fees ................................ B-1 Table B-2 Multifamily Development Fees .................................... B-2 Table B-3 Nonresidential Development Fees (2 pages) ................. B-3 Table B-4 Estimated WRTP Fee Revenue for Backbone
Infrastructure and Public Facilities ............................... B-5

Table B-1
Woodland Research and Technology Park Financing Plan
Single Family Development Fees (2023$)
Development Impact Fees Description/Formula
Low
Density
Medium
Density
Assumptions
Building Valuation Group R-3 R-3
Construction Type VB VB
Valuation per sq. ft. (VB construction type Feb. 2023) $167.37 $167.37 Garage Valuation per sq. ft. (VB construction type Feb. 2023) $66.48 $66.48 Square Feet 2,300 1,850
Garage Square Feet 450 400
Units per Acre 6 12
Building Valuation per Unit $384,951 $309,635
Garage Valuation per Unit $29,916 $26,592
Total Unit Valuation $414,867 $336,227
City Building Permit Processing Fees (effective July 1, 2022) Building Inspection and Plan Review Fee [1] $1,641 $1,402 Green Building Plan Review $276 $276
Permit Processing Charge/Application $8 $8
Seismic/Strong Motion $0.00013 of total valuation $54 $44 California Building Standards Commission Fee $1.00 per $25,000 value $17 $14 Electrical Permit Processing $58 $58
Electrical Inspection 10% of building fee; $200 min. $200 $200 Plumbing Permit Processing $58 $58
Pluming Inspection 20% of building fee; $400 min. $400 $400 Mechanical Permit Processing $58 $58
Mechanical Inspection 10% of building fee; $200 min. $200 $200 Solar Plan Review and Inspection $280 $280
Energy Compliance Inspections $55 $55
Fire Sprinklers Plan Check and Review $556 $556
Total Processing Fees $3,861 $3,608
City Development Impact Fees (effective Jan. 1, 2023)
General City $1,005 $1,005
Fire $3,406 $3,406
Library $628 $628
Police $823 $823
Wastewater $7,524 $7,524
Parks & Recreation $9,279 $9,279
Roads $9,915 $9,915
Water $6,174 $6,174
Administration $291 $291
Affordable Housing - Proposed Fee per sq. ft.: LDR: $3; MDR: $2.50 $6,900 $4,625 Agricultural Mitigation [2] $15,000 per acre $2,500 $1,250 Public Transit Fee (due at final map) $311 $311
Total City Development Impact Fees $48,756 $45,231
Other Agency Fees
County Facilities and Services Authorization (effective 9/13/16) $3,118 $3,118 School District Fees [3] $4.08 per sq. ft. $9,384 $7,548 Yolo County HCP Fee (effective 3/27/23) $16,202 per acre $2,700 $1,350 Total Other Agency Fees $15,202 $12,016
RTIF - Proposed $65,854 $45,004
Total Fees per Unit $133,673 $105,859
Source: City of Woodland; Yolo County; WJUSD; EPS
[1] First 1,000 sq. ft.; $946
1,000-2,000 sq. ft.: $53.60 for each 100 sq. ft. or fraction thereof 2,000-3,000 sq. ft.: $53.10 for each 100 sq. ft. or fraction thereof [2] Estimated amount. Different requirements for different development and mitigation land. [3] Fee for all areas of Woodland except Spring Lake. Spring Lake rate is $6.13 per sq. ft.

Fee per Unit
Fee per Unit
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Table B-2
Woodland Research and Technology Park Financing Plan
Multifamily Development Fees (2023$)
Development Impact Fees Description/Formula Per Permit Per Unit Assumptions
Building Valuation Group R-2
Valuation per sq. ft. (VA construction type) $117.40
Square Feet per Unit 990
Units per Acre 24
Acres per Permit 1
Building Valuation per Unit $116,226
Total Building Valuation per Permit $2,789,424
City Building Permit Processing Fees
Building Inspection/Building Permit Fee [1] $15,491 $645 Plan Review 65% of bldg. insp. fee $10,069 $420
Permit Processing Charge/Application $58 per permit $58 $2 Energy Plan Review 5% of plan review $503 $21
Disability Plan Review 5% of plan review $503 $21
Seismic/Strong Motion $0.00028 of valuation $781 $33
California Building Standards Commission Fee $1.00 per $25,000 value $112 $5 Electrical Permit Processing $58 per permit $58 $2
Electrical Inspection $0.012 per sq. ft. $285 $12
Plumbing Permit Processing $58 per permit $58 $2
Pluming Inspection $0.02 per sq. ft. $475 $20
Mechanical Permit Processing $58 per permit $58 $2
Mechanical Inspection $0.012 per sq. ft. $285 $12
Solar Plan Review and Inspection $600 per permit $600 $25 Energy Compliance Inspections $9 per unit $216 $9
Fire Sprinklers Plan Check and Review [2] $1,017 per permit $1,017 $42 Total Processing Fees $30,570 $1,274
City Development Impact Fees (effective Jan. 1, 2023)
General City $755
Fire $2,042
Library $471
Police $616
Wastewater $5,642
Parks & Recreation $6,959
Roads $4,063
Administration $154
Water (including 0.75% administration) $977
Affordable Housing - Proposed $2.00 per sq. ft. $1,980
Agricultural Mitigation [3] $15,000 per acre $625
Public Transit Fee (due at final map) [4] $218
Total Citywide Development Impact Fees $24,502
Other Agency Fees
County Facilities and Services Authorization (effective 9/13/16) $2,312 School District Fees [5] $4.08 per sq. ft. $4,039
Yolo County HCP Fee (effective 3/27/23) $16,202 per acre $675 Total Other Agency Fees $7,026
RTIF - Proposed $33,663
Total Fees $66,465
Source: City of Woodland; Yolo County; WJUSD; EPS
[1] First $1 million of valuation: $6,730.50. Remaining valuation: $4.38 for each $1,000 or fraction thereof. [2] $242 + $0.05 per bldg. sq. ft. for first 10,000 square feet + $0.02 per bldg. sq. ft. for remaining square feet. [3] Estimated amount. Different requirements for different development and mitigation land. [4] 70% of single family fee.
[5] Fee for all areas of Woodland except Spring Lake. Spring Lake rate is $6.13 per sq. ft.

Multifamily
(High Density)
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Woodland Research and Technology Park Financing Plan
Nonresidential Development Fees (2023$)
Item Description/Formula
Village Center/
Com. Commercial
Business
Park
Assumptions
Building Valuation Group MB
Construction Type IIIA IIIA
Valuation per sq. ft. (ICC February 2023) $164.83 $213.00 Acres 5.00 5.00
FAR 0.43 0.40
Square Feet 94,651 87,120
Total Project Valuation $15,601,351 $18,556,554
Water Meters 22
Water Meter Size 2" 2"
City Building Permit Processing Fees (effective July 1, 2022) Building Inspection/Building Permit Fee [1] $72,431 $85,571 Plan Review 65% of bldg. insp. fee $47,080 $55,621
Permit Processing Charge/Application $58 per permit $58 $58 Energy Plan Review 5% of plan review $2,354 $2,781
Disability Plan Review 5% of plan review $2,354 $2,781
Seismic/Strong Motion $0.00028 of valuation $4,368 $5,196 California Building Standards Commission $1.00 per $25,000 value $625 $743 Electrical Permit Processing $58 per permit $58 $58
Electrical Inspection $0.012 per sq. ft. $1,136 $1,045
Plumbing Permit Processing $58 per permit $59 $58
Pluming Inspection $0.02 per sq. ft. $1,893 $1,742
Mechanical Permit Processing $58 per permit $59 $58
Mechanical Inspection $0.012 per sq. ft. $1,136 $1,045
Solar Plan Review and Inspection $600 per permit $600 $600 Energy Compliance Inspections $108 per permit $108 $108 Fire Sprinklers Plan Check and Review [2] per sq. ft. $2,435 $2,284 Total Processing Fees $136,753 $159,750
City Development Impact Fees (effective Jan. 1, 2023)
Land Use
General City per 1,000 sq. ft.

Fire per 1,000 sq. ft.

Library per 1,000 sq. ft.

Police per 1,000 sq. ft.

Wastewater per 1,000 sq. ft.

Parks & Recreation per 1,000 sq. ft.

Roads per 1,000 sq. ft.

Administration per 1,000 sq. ft.

Water (including 0.75% administration) $19,757 per 2" meter $39,810 $39,810 Agricultural Mitigation [3] $15,000 per acre
Total Citywide Development Impact Fees
Other Agency Fees
County Facilities and Services Authorization (eff. 9/13/16) per 1,000 sq. ft.

School District Fees $0.66 per sq. ft.

Yolo County HCP Fee (effective 3/27/23) $16,202 per acre Total Other Agency Fees
RTIF - Proposed
Total Fees
Source: City of Woodland; Yolo County; WJUSD; EPS
[1] First $1 million of valuation: $6,730.50.

Remaining valuation: $4.38 for each $1,000 or fraction thereof. [2] $242 plus $0.05 for the first 10,000 sq. ft. plus $0.02 for each additional sq. ft. thereafter. [3] Estimated amount. Different requirements for different development and mitigation land.

Fee per Permit
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