Woodland City Council
September 5, 2023

AECOM Woodland Research & Technology Park Specific Plan FEIR CEQA Findings of Fact and SOC B-152 City of Woodland
loss of suitable nesting and foraging habitat for Swainson’s hawk, white-tailed kite, burrowing owl, and other raptors; loss and disturbance of potential nesting and foraging habitat for common migratory birds; removal of elderberry shrub(s) that serve as potential habitat for valley elderberry longhorn beetle and larvae; loss of existing structures, orchard trees, and other trees that may support breeding pallid bats or western red bats; loss and degradation of State or federally protected wetlands. As with implementation of the proposed WRTP Specific Plan, Mitigation Measures 3.4-1a, 3.4-1b, 3.4- 1c, and 3.4-2a would reduce significant impacts on raptors and other birds to a less-than-significant level because these measures would ensure that these species are not disturbed during nesting and would also ensure that Swainson’s hawk foraging habitat would be preserved at the appropriate ratio of habitat value lost, consistent with the conservation strategy of the Yolo Habitat Conservation Plan/Natural Community Conservation Plan. Implementing Mitigation Measure 3.4-3 would reduce potentially significant impacts on valley elderberry longhorn beetle to a less-than-significant level because all elderberry shrubs would be mapped and impacts would be avoided and, if impacts cannot be avoided, compensatory mitigation will be required. Implementation of Mitigation Measure 3.4-4 would reduce potentially significant impacts on bat roosts and special status bat species to a less-thansignificant level because it would ensure that project construction would not result in bat mortality or abandonment and loss of young.

Finally, implementation of Mitigation Measure 3.3-5 would reduce potentially significant impacts on potential jurisdictional water features to a less-than-significant level because implementation of the BMPs, and permit conditions, and mitigation requirements will avoid, minimize, and mitigate for impacts on jurisdictional waters.

Impacts related to the loss and disturbance of forging and nesting habitat for special-status wildlife, and to the loss and degradation of State or federally protected wetlands, would be similar in type and extent as under the proposed WRTP Specific Plan since the area envisioned for development would be the same. ► CLIMATE CHANGE, GREENHOUSE GAS EMISSIONS, AND ENERGY: As with the proposed WRTP Specific Plan, Alternative 3 would involve the generation of greenhouse gas emissions and energy consumption from temporary construction activities throughout the Specific Plan Area and off-site improvement areas.

Alternative 3 would have similar overall amount of development as the proposed Specific Plan. As such, the construction-related impacts associated with greenhouse gas emissions and energy use would be similar to those under the proposed WRTP Specific Plan. As it relates to long-term operational emissions and energy consumption, Alternative 3 would have a greater proportion of relatively compact housing types focused around the central core (Village Center) of the WRTP Specific Plan Area, would remove inclusion of the highway commercial land use designation, and would also disperse the retail and commercial services throughout the planned residential neighborhoods so that almost all future residents would be within walking distance (approximately ¼ mile) of these destinations; the land use mix and layout for this Alternative would reduce dependence on passenger vehicles, increase non-vehicular trips, and reduce vehicle trip distances, thereby reducing greenhouse gas emissions and fuel consumption from mobile sources compared to the proposed WRTP Specific Plan. Overall, the shift in development within the WRTP Specific Plan Area would reduce greenhouse emissions and fuel use from land use development under Alternative 3 compared to that of the proposed WRTP Specific Plan.
► CULTURAL AND TRIBAL CULTURAL RESOURCES: Alternative 3 would entail the same amount of ground disturbance as the proposed WRTP Specific Plan and would be subject to the same regulations protecting cultural resources. Therefore, the potential for adverse impacts to cultural and tribal cultural resources would be similar.

Woodland Research & Technology Park Specific Plan FEIR AECOM City of Woodland B-153 CEQA Findings of Fact and SOC
► GEOLOGY, SOILS, MINERALS, AND PALEONTOLOGICAL RESOURCES: Alternative 3 would result in a similar amount of development as the proposed WRTP Specific Plan. Although the layout and specific land uses would be different under Alternative 3 compared to the proposed WRTP Specific Plan, the area of ground disturbing activities would be similar. The same mitigation measures identified for the proposed WRTP Specific Plan would also be available to Alternative 3, such as incorporating recommendations from sitespecific geotechnical reports, grading and erosion control plans, and preservation of paleontological resources if encountered during construction.
► HAZARDS AND HAZARDOUS MATERIALS: Alternative 3 would result in a similar amount of development as the proposed WRTP Specific Plan and in the same location as the proposed WRTP Specific Plan. Although the layout and specific land uses would be different under Alternative 3 compared to the proposed WRTP Specific Plan, the associated potential hazards and use of hazardous materials would be the same. New land uses would require the routine use, transport, and disposal of hazardous material and waste and may increase exposure to risk of hazards. Construction activities may also generate hazardous materials and waste, such as fuels and oils from construction equipment and vehicles. Workers and members of the public could be exposed to hazards during construction activities from accidental releases of hazardous materials.

However, like the proposed WRTP Specific Plan, Alternative 3 would be subject to the federal, State, and local requirements associated with the use, transport and disposal of hazardous materials and waste. In addition, the same mitigation measures identified for the proposed WRTP Specific Plan would also be available to Alternative 3, such as identifying potentially hazardous materials; preparing and implementing a site management plan that specifies remediation activities and procedures to appropriately identify, stockpile, handle, reuse, and/or remove and dispose of hazardous materials. Therefore, the potential for impacts related to hazards and hazardous materials would be similar under Alternative 3 as to the proposed WRTP Specific Plan. ► HYDROLOGY, FLOODING, AND WATER QUALITY: Alternative 3 would result in similar development as the proposed WRTP Specific Plan. Construction and grading activities associated with implementation of Alternative 3 have the potential to cause temporary and short-term increased erosion and sedimentation, similar to the proposed Specific Plan. As with the proposed Specific Plan, before new urban development can proceed, a grading and drainage plan must be submitted to the City Department of Public Works that must incorporate stormwater pollution control as well as storm drainage design features to control increased runoff from new development, as well as comply with other City and State requirements pertaining to urban runoff and water quality. The same State and local regulations and best management practices would be required of development under Alternative 3 as the proposed Specific Plan. In addition, mitigation strategies identified for the proposed Specific Plan could also apply to this alternative, such as a storm drainage analysis and identification and implementation of additional storm drainage infrastructure to support full buildout of the WRTP Specific Plan Area including appropriately sized pipelines and detention basins, along with the appropriate low impact development (LID) features and water quality best management practices, that are specifically engineered to ensure that WRTP Specific Plan Area and off-site improvement area flows are conveyed such that flooding does not occur and to provide appropriate water quality treatment. Thus, Alternative 3 would result in similar effects related to hydrology, flooding, and water quality compared to the proposed WRTP Specific Plan. ► LAND USE PLANNING, POPULATION, AND HOUSING: Alternative 3 would result in new development throughout the same are as that under the proposed WRTP Specific Plan. The land use layout would be shifted under this Alternative compared to the proposed WRTP Specific Plan, but would be generally consistent with the General Plan vision for this Specific Plan Area. Similar to the proposed WRTP Specific Plan, this

AECOM Woodland Research & Technology Park Specific Plan FEIR CEQA Findings of Fact and SOC B-154 City of Woodland
development would not displace substantial numbers of existing people or housing, induce substantial unplanned population growth, or divide an established community. In addition, as with the proposed WRTP Specific Plan, Alternative 3 would require the annexation of the Specific Plan Area into the City and amendment of the City’s Zoning Ordinance. Therefore, Alternative 3 would be consistent with the City’s2035 General Plan, and impacts related to land use, population, and housing under Alternative 3 would be similar to the proposed Specific Plan.
► NOISE AND VIBRATION: Alternative 3 would adjust the layout, mix and density of the anticipated land uses within the Specific Plan Area in a manner than would encourage a greater portion of trips on foot and via bicycle, rather than by passenger vehicle, as well as limit high truck trip generating land uses to the southern extremity of the Specific Plan Area. This is anticipated to reduce per-unit travel demand (VMT) compared to the proposed WRTP Specific Plan and increase separation between residential receptors and truck-traffic, thereby reducing associated transportation noise. Transportation-related noise impacts associated with the proposed WRTP Specific Plan are primarily a concern as it relates to existing higher-volume roadways, such as along County Road 25A and State Route 113. As with the proposed WRTP Specific Plan, future development of new noise-sensitive land uses could occur within areas that are currently exposed to noise from transportation sources (e.g., west of SR 113). Therefore, while this alternative would reduce the generation of and exposure to some transportation noise, noise sensitive uses would still be affected by transportation noise. In addition, as with the proposed WRTP Specific Plan, Alternative 3 would involve the temporary and short-term noise and vibration resulting from demolition and construction activities. Overall, impacts would be similar compared to the proposed WRTP Specific Plan.
► PUBLIC SERVICES AND RECREATION: Since Alternative 3 would accommodate a similar amount of development and in the same Specific Plan Area and the proposed WRTP Specific Plan, but with an alternative site design. As such, the project’s law enforcement, fire protection, public school services, and parks and recreational services needs would be similar to the proposed WRTP Specific Plan. In addition, with the changes to land use under this alternative, the fee contribution of the Specific Plan toward the expansion of the Woodland Sports Park may be different. In addition, since both Alternative 3 and the proposed WRTP Specific Plan would be required to comply with applicable requirements and pay applicable development impact fees, the impact on public services and recreation would be similar under Alternative 3 as the proposed WRTP Specific Plan. ► TRANSPORTATION AND CIRCULATION: As with the proposed WRTP Specific Plan, Alternative 3 would generate travel demand during construction and long-term operations. Alternative 3 would involve the temporary and short-term generation of trips during demolition and construction activities – since this alternative is very similar in overall scale to the proposed WRTP Specific Plan, construction-related trips are anticipated to be similar, as well. Mitigation Measure 3.13-2 would also be available to this Alternative to reduce potential impacts to the roadway network from construction-related vehicles to a less-than-significant level. Compared to the proposed WRTP Specific Plan, Alternative 3 would increase housing density around the Village Center. Alternative 3 would also include retail, commercial, and park land uses dispersed within the planned residential neighborhoods so that almost all future residents would be within walking distance (approximately ¼ mile) of these destinations. Finally, the employment generating land use within the Research and Technology Park would be somewhat less focused specifically on research and technology uses, and would accommodate a broader set of office-based uses to focus the additional employment opportunities on the job needs of local residents of Woodland, who may otherwise be commuting longer distances to similar jobs.

Having density around the central core area slightly higher than with the proposed WRTP Specific Plan could

Woodland Research & Technology Park Specific Plan FEIR AECOM City of Woodland B-155 CEQA Findings of Fact and SOC
encourage a greater portion of trips on foot and via bicycle from residential areas. The presence of complementary commercial and retail land uses in proximity to the residential areas of the WRTP Specific Plan Area would make walking, biking, and transit more feasible, as well as reduce the length of vehicular trips to these destination uses. As with the proposed WRTP Specific Plan, Alternative 3 would enhance opportunities for greater use of transit and more walking and bicycling in the future. Therefore, similar to the proposed WRTP Specific Plan, Alternative 3 would not conflict with adopted policies, plans, or programs for bicycle, transit, or pedestrian facilities, nor would it adversely affect performance or safety of such facilities. The land layout would be shifted under this Alternative compared to the proposed WRTP Specific Plan, but would be generally consistent with the General Plan vision for this Specific Plan Area. Alternative 3 incorporates a land use mix and layout that could increase opportunities for walking and biking between destinations within the WRTP Specific Plan Area, thereby reducing operational VMT compared to the proposed WRTP Specific Plan. In addition, implementation of the Specific Plan under Alternative 3 would also be subject to the same or similar standards as the proposed WRTP Specific Plan, including a Comprehensive Transportation Demand Management/Vehicle Miles Traveled Reduction Program (TDM/VMT Program), as detailed in Section 6.2.3, “Subsequent Implementation Documents/Analysis,” of the WRTP Specific Plan. Overall, Alternative 3 incorporates a land use mix and layout that could further reduce operational VMT compared to the proposed WRTP Specific Plan and impacts would be reduced compared to the proposed WRTP Specific Plan. ► UTILITIES: As with the proposed WRTP Specific Plan, Alternative 3 would still require the construction of water supply conveyance facilities and wastewater collection and conveyance facilities to serve the WRTP Specific Plan Area. In addition, Mitigation Measures 3.14-1 and 3.14-2, applicable to the proposed WRTP Specific Plan for long-term planning purposes, would also be applicable to Alternative 3, ensuring water supply conveyance and wastewater infrastructure improvements are designed and sized to provide adequate service to the WRTP Specific Plan Area. In addition, physical impacts associated with construction and operations of utilities, such as new collection and conveyance facilities, are evaluated throughout the EIR and accounted for in the evaluation of alternatives for each resource area in this chapter of the EIR. As such, there is no impact beyond those comprehensively considered throughout the other sections of the EIR. Impacts related to utilities would be similar under Alternative 3 compared to the proposed WRTP Specific Plan.

Ability of Alternative 3 to Meet Project Objectives
This alternative would meet the majority of the basic project objectives, providing for the new technology-focused employment center, supported by a mixed-use town center and with nearby housing. However, dispersion of the retail and commercial services in the proposed residential neighborhoods would reduce the service opportunities in the central village hub to serve the day-to-day needs of businesses, their clients, and their employees. Similarly, distributing retail and commercial servicesthroughout the residential areas rather than within and around the Village Center would diminish the role of the proposed Village Center as the central gathering for surrounding businesses and related employees. Similarly, the lack of highway commercial would limit the range of uses to support daytoday needs of businesses, their clients, and their employees in favor of commercial uses that are more directed to serving the needs of Woodland residents. The increased housing density would shift the range of housing options for the Research and Technology Park employees to live and work close by and “move up” within the same neighborhood as families grow; while high- and low-density housing would be similar to the Specific Plan, mediumdensity residential development would be more limited under this Alternative. Finally, shifting the research and technology park to more office-based employment and limiting some of the permitted uses to the southern portion of the Specific Plan Area could potentially segregate related uses if, for example, future employers within

AECOM Woodland Research & Technology Park Specific Plan FEIR CEQA Findings of Fact and SOC B-156 City of Woodland
the Specific Plan require both office operations, as well as storage, distribution, or logistics, that would need to be located in different parts of the Specific Plan Area. This could conflict with the project objective to facilitate “[f]lexibility in design and implementation…allowing businesses to respond to market demand through phasing of construction and the ability to offer a variety of building types and sizes.” Findings for Project Alternative 3
This alternative would meet the majority of the basic project objectives, providing for the new technology-focused employment center, supported by a mixed-use town center and with nearby housing. However, dispersion of the retail and commercial services in the proposed residential neighborhoods would reduce the service opportunities in the central village hub to serve the day-to-day needs of businesses, their clients, and their employees. The feasibility of dispersed retail and commercial uses throughout the plan area would be strained given the relatively limited number of residential rooftops in the plan area necessary to support small pockets of neighborhood retail. It is anticipated that the success of the mixed-use town center will be dependent on both residential and business users and therefore should remain centrally clustered between the two primary uses in the plan area. Therefore, the distribution of retail and commercial uses throughout the Specific Plan Area would make Alternative 3 less feasible compared to the proposed Specific Plan.

Distributing retail and commercial services throughout the residential areas rather than within and around the Village Center would diminish the role of the proposed Village Center as the central gathering for surrounding businesses and related employees. This could conflict with the project objective related to providing a Gathering Place.

Further, the lack of highway commercial would limit the range of uses to support day-today needs of businesses, their clients, and their employees in favor of commercial uses that are more directed to serving the needs of Woodland residents proximate to the plan area. This feature of Alternative 3 would mean that this alternative would have a reduced capacity for fulfilling the project objective that calls for “[c]omplementary uses within immediate proximity to the business park, including hotel, commercial, employee-serving retail and recreational opportunities will support day-to-day needs of businesses, their clients, and their employees.” The increased housing density would shift the range of housing options for the Research and Technology Park employees to live and work close by and “move up” within the same neighborhood as families grow; while highand low-density housing would be similar to the Specific Plan under Alternative 3, medium-density residential development, a desirable and relatively more affordable product type currently in short supply in Woodland, would be more limited under this Alternative.

Finally, shifting the research and technology park to more office-based employment and limiting some of the permitted uses to the southern portion of the Specific Plan Area could potentially segregate related uses if, for example, future employers within the Specific Plan require both office operations, as well as storage, distribution, or logistics, that would need to be located in different parts of the Specific Plan Area. This could conflict with the project objective to facilitate “[f]lexibility in design and implementation…allowing businesses to respond to market demand through phasing of construction and the ability to offer a variety of building types and sizes,” and would significantly inhibit the plan area’s ability to attract advanced manufacturing, biotech, life science and other research and technology-based companies which require integrated and proximate business activities and spaces often including storage and light industrial operations.

Woodland Research & Technology Park Specific Plan FEIR AECOM City of Woodland B-157 CEQA Findings of Fact and SOC
Alternative 4: Utilize Open Space as an Environmental Buffer This alternative would provide an alternative site design. Residential uses would be located at least 500 feet from SR 113 to provide additional buffer distance between sensitive receptors and mobile sources of emissions along SR 113. Open space or vegetated buffers would be implemented between potential sources of substantial air pollutant emissions and sensitive receptors, in accordance with recommendations of the California Air Resources Board (ARB) Air Quality and Land Use Handbook: A Community Health Perspective (2005). Urban development of land uses, other than open space, along the Urban Limit Line would be set back at least 300 feet (500 feet if residential) to provide for an agricultural buffer in compliance with General Plan Policy 7.C.5. Passive open space would be designated at biologically sensitive areas to minimize impacts to biological features and provide additional buffer to sensitive habitat types from surrounding urban development, including a 165-foot setback from the elderberry shrub (valley elderberry longhorn beetle habitat) located along the western boundary the Specific Plan Area and a 300-foot buffer from the northern boundary of the Specific Plan Area to avoid burrowing owl complexes just outside this boundary. The use of shade trees, or similar vegetation that would support local wildlife while also providing air quality and noise mitigating benefits, would be maximized throughout the circulation network and between different land uses; existing native oak trees, such as the row of valley oak trees along the southwestern half of the Specific Plan Area, would also be maintained. Housing densities would be increased slightly, and retail and commercial space may be reduced, so that the overall number of dwelling units is maintained, while the amount of open space is increased.

The intent of this alternative is to maintain the desired buffer distance between the built environment and surrounding agricultural lands and minimize adverse impacts to biological resources, while also decreasing exposure to adverse air pollutant emissions and noise conditions for future users of the Specific Plan Area.

Alternative 4 Impacts
• AESTHETICS AND VISUAL RESOURCES: Alternative 4 would include similar development as the proposed WRTP Specific Plan, but arranged differently within the WRTP Specific Plan Area and with increased open space along the northern, western, and southern boundaries of the WRTP Specific Plan Area, and maintaining the planned greenbelt along Harry Lorenzo Avenue. This will increase the distance between existing viewpoints and new sources of light and glare from new development within the WRTP Specific Plan Area. However, the WRTP Specific Plan Area would still be converted from cultivated agricultural land to urban development, simply with additional open space around and throughout the WRTP Specific Plan Area. Development under Alternative 4 would also be subject to the same standards as the proposed Specific Plan and Alternative 3, including the City’s Engineering Standards: Design Standards, Standard Details and Construction Specifications (City of Woodland 2016a) and the Design Standards and Design Guidelines contained in Chapter 3 of the proposed WRTP Specific Plan. As such, the type and extent of aesthetics impacts would be similar to those of the proposed WRTP Specific Plan.

Development under Alternative 4 would still result in conversion of agricultural land to urban environment, which, like the proposed WRTP Specific Plan, would substantially alter the visual character of the WRTP Specific Plan Area from both public and private viewing locations. The additional use of open space around and throughout the WRTP Specific Plan Area under Alternative 4 would reduce the potential for spillover of new sources of lighting and glare on adjacent properties. However, like the proposed WRTP Specific Plan, Alternative 4 would alter existing views of, and from the WRTP Specific Plan Area, and would substantially alter the visual character of the WRTP Specific Plan Area from both public and private

AECOM Woodland Research & Technology Park Specific Plan FEIR CEQA Findings of Fact and SOC B-158 City of Woodland
viewing locations. In addition, just as with the proposed WRTP Specific Plan, Alternative 4 would bring sources of nighttime lighting and could construct facilities with reflective surfaces that could cause glare.

This would increase ambient nighttime lighting and daytime glare in the vicinity of the WRTP Specific Plan Area, similar to the proposed WRTP Specific Plan. However, with the preservation of additional open space and existing oak trees, the impact would be reduced compared to the proposed WRTP Specific Plan. • AGRICULTURE AND FORESTRY RESOURCES: Alternative 4 would include similar development as the proposed WRTP Specific Plan, but arranged differently within the WRTP Specific Plan Area.

Implementation of Alternative 4 would still permanently convert an estimated 350 acres of agricultural farmland, including Prime Farmland, to nonagricultural uses. Unlike the proposed Specific Plan, Alternative 4 would preclude non-residential development within 300 feet, and residential development within 500 feet, of the Urban Limit Line. This buffer distance would exceed the requirements set under General Plan Policy 7.C.5, and would support increased separation between agricultural pesticide application and future users of the WRTP Specific Plan Area, as recommended by the Yolo County Agricultural Commissioner depending on the form of pesticide application at adjacent agricultural lands.

This would reduce the potential for conflict with existing offsite agricultural operations. However, conflicts could still occur between agricultural and urban land uses, particularly in areas where the development edge is adjacent to ongoing agricultural operations on undeveloped portions of the WRTP Specific Plan Area. • AIR QUALITY: Alternative 4 would include the same type of development as the proposed WRTP Specific Plan, but with a slightly smaller development footprint, due to increased open space. This increase in open space would reduce constructionrelated emissions under Alternative 4 compared to the proposed WRTP Specific Plan. However, because potential future on-site receptors are unknown at this time, it is reasonable to assume that construction activities associated with buildout under Alternative 4 could still expose sensitive receptors to substantial pollutant concentrations during construction. As with implementation of the proposed WRTP Specific Plan, construction-related emissions would be substantially reduced with implementation of Mitigation Measures 3.3-2a, 3.3-2b, and 3.3-2c. As it relates to long-term operational emissions, the use of increased open space as an environmental buffer around future on-site sensitive receptors, such as along the western perimeter of the WRTP Specific Plan Area adjacent to State Route 113, would reduce potential health risks associated with localized air pollutant concentrations and nearby sensitive receptors. The increased use of open space and vegetation can help to disperse localized air pollutants and reduce exposure of sensitive receptors. As with the proposed WRTP Specific Plan, development under Alternative 4 would include commercial and light-industrial land uses, which are more likely to generate substantial toxic air contaminant (TACs) emissions from stationary and manufacturing processes. Land use and development under Alternative 4 would be subject to conformance with the permitted uses, the site development regulations, and development standards and design guidelines as outlined in Chapters 2 and 3 of the proposed WRTP Specific Plan. As with the proposed WRTP Specific Plan, adherence to the WRTP Specific Plan Design Standards and Design Guidelines would reduce the potential for exposure of sensitive receptors to substantial pollutant concentrations. Unlike the proposed WRTP Specific Plan, Alternative 4 would specifically implement buffer distances between sensitive land uses and sources of TACs, as provided by the CARB Air Quality and Land Use Handbook: A Community Health Perspective (2005). In addition, the increased use of open space between substantial pollutant sources and sensitive receptors and adherence to CARB-recommended distances between TAC sources and sensitive receptors would further reduce potential impacts under Alternative 4 as compared to the proposed WRTP Specific Plan. However, due to uncertainty associated with specific development within the WRTP

Woodland Research & Technology Park Specific Plan FEIR AECOM City of Woodland B-159 CEQA Findings of Fact and SOC
Specific Plan Area, it is still possible that development of commercial or light-industrial land uses under Alternative 4 could generate substantial TAC emissions at a level that could impact nearby sensitive receptors. The same mitigation measures available to the WRTP Specific Plan would also be available to Alternative 4, including Mitigation Measure 3.3-2d to reduce operational emissions, and Mitigation Measures 3.3-3b and 3.3-3c to further reduce the risk of exposure to substantial pollutant concentrations.

Overall, Alternative 4 would be anticipated to reduce emissions generated during construction and operational phases, and reduce proximity between sensitive receptors and substantial emissions sources compared to the proposed WRTP Specific Plan.
• BIOLOGICAL RESOURCES: Alternative 4 include a similar mix of land uses as the proposed WRTP Specific Plan, but with an alternative site design that would maintain certain biologically sensitive vegetated areas and increase the use of open space throughout the WRTP Specific Plan Area. Passive open space would be designated at biologically sensitive areas to minimize impacts to biological features and provide additional buffer to sensitive habitat types from surrounding urban development, including a 165-foot setback from the identified elderberry shrub (valley elderberry longhorn beetle habitat) located along the western boundary the WRTP Specific Plan Area and a 300-foot buffer from the northern boundary of the Specific Plan Area to avoid burrowing owl complexes just outside this boundary. The use of shade trees, or similar vegetation would be maximized throughout the circulation network and between different land uses. The row of existing native valley oak trees along the southwestern half of the WRTP Specific Plan Area would be maintained. The increased open space, maintenance of existing trees, and avoidance of other existing known biologically sensitive habitat as described above would reduce impacts to biologically sensitive wildlife and habitat as compared to the proposed WRTP Specific Plan. However, development within the WRTP Specific Plan Area may not be able to avoid all potentially sensitive habitat, as 306 of the 350-acre WRTP Specific Plan Area is cultivated land that may provide suitable foraging habitat for Swainson’s hawk, white-tailed kite, and burrowing owl. In addition, construction activities throughout the WRTP Specific Plan Area could occur where there are unknown elderberry shrubs that serve as potential habitat for valley elderberry longhorn beetle and larvae, or in proximity to existing trees that may serve as nesting habitat and the nearby activity could disturb potential nesting activity. Conversion of the cultivated land within the WRTP Specific Plan Area could still potentially result in the loss or disturbance of suitable foraging and nesting habitat for Swainson’s hawk, white-tailed kite, burrowing owl, and other raptors; loss and disturbance of potential nesting and foraging habitat for common migratory birds; removal of elderberry shrub; loss or disturbance of existing structures, orchard trees and other trees that may support breeding pallid bats or western red bats; loss and degradation of State or federally protected wetlands. As with implementation of the proposed WRTP Specific Plan and Alternative 3, Mitigation Measures 3.4-1a,

3.4-1b, 3.4- 1c, and 3.4-2a would reduce significant impacts on raptors and other birds to a less-thansignificant level because these measures would ensure that these species are not disturbed during nesting and would also ensure that Swainson’s hawk foraging habitat would be preserved at the appropriate ratio of habitat value lost, consistent with the conservation strategy of the Yolo Habitat Conservation Plan/Natural Community Conservation Plan. Implementing Mitigation Measure 3.4-3 would reduce potentially significant impacts on valley elderberry longhorn beetle to a less-than-significant level because all elderberry shrubs would be mapped and impacts would be avoided and if impacts cannot be avoided, compensatory mitigation will be required. Implementation of Mitigation Measure 3.4-4 would reduce potentially significant impacts on bat roosts and special status bat species to a less-thansignificant level because it would ensure that project construction would not result in bat mortality or abandonment and loss

AECOM Woodland Research & Technology Park Specific Plan FEIR CEQA Findings of Fact and SOC B-160 City of Woodland
of young. Finally, implementation of Mitigation Measure 3.3-5 would reduce potentially significant impacts on potential jurisdictional water features to a less-than-significant level because implementation of the BMPs, and permit conditions, and mitigation requirements will avoid, minimize, and mitigate for impacts on jurisdictional waters. Impacts related to the loss and disturbance of forging and nesting habitat for special-status wildlife, and to the loss and degradation of State or federally protected wetlands, would be similar in type as under the proposed WRTP Specific Plan, but would be reduced since the area envisioned for development would be reduced and specifically designed to avoid known biologically sensitive wildlife and habitat to the extent feasible.
• CLIMATE CHANGE, GREENHOUSE GAS EMISSIONS, AND ENERGY: Alternative 4 would include the same type of development as the proposed WRTP Specific Plan, but with a slightly smaller development footprint than the proposed WRTP Specific Plan due to increased open space. This increase in open space would reduce construction-related greenhouse gas emissions and energy use under Alternative 4. As it relates to long-term operational emissions and energy consumption, similar to Alternative 3, the additional open space under Alternative 4 would generate minimal greenhouse gas emissions and consume minimal energy compared to equivalent developed land uses under the proposed WRTP Specific Plan, and higherdensity development typically results in increased energy efficiencies. Alternative 3 would thereby reduce the associated direct and indirect operational air pollutant emissions within the Specific Plan Area. • CULTURAL AND TRIBAL CULTURAL RESOURCES: Alternative 4 would entail similar development and related ground disturbance as the proposed WRTP Specific Plan, but with preservation of biologically sensitive habitat and increased open space. In addition, ground disturbing activities under Alternative 4 would be subject to the same regulations protecting cultural resources as under the proposed WRTP Specific Plan. However, the preservation of existing sensitive biological habitat and increased open space acreage under Alternative 4 would result in less earthmoving activities and therefore reduced potential for accidental disturbance of unknown cultural and tribal cultural resources compared to the proposed WRTP Specific Plan.
• GEOLOGY, SOILS, MINERALS, AND PALEONTOLOGICAL RESOURCES: Alternative 4 would entail similar development and related ground disturbance as the proposed WRTP Specific Plan, but with preservation of biologically sensitive habitat and increased open space. In addition, the same mitigation measures identified for the proposed WRTP Specific Plan would also be available to Alternative 4, such as incorporating recommendations from site-specific geotechnical reports, grading and erosion control plans, and preservation of paleontological resources if encountered during construction. However, the preservation of existing sensitive biological habitat and increased open space acreage under Alternative 4 would result in less earthmoving activities and therefore reduced potential for accidental disturbance of unknown paleontological resources compared to the WRTP Specific Plan. • HAZARDS AND HAZARDOUS MATERIALS: Similar to Alternative 3, Alternative 4 would involve the similar mix of uses and same location as the proposed WRTP Specific Plan, but with increased open space.

Therefore, as with Alternative 3, the potential for impacts related to hazards and hazardous materials would be similar to the proposed WRTP Specific Plan.
• HYDROLOGY, FLOODING, AND WATER QUALITY: Alternative 4 would provide for a similar mix of land use development as the proposed WRTP Specific Plan, but with increased open space. Construction

Woodland Research & Technology Park Specific Plan FEIR AECOM City of Woodland B-161 CEQA Findings of Fact and SOC
and grading activities associated with implementation of Alternative 4 have the potential to cause temporary and short-term increased erosion and sedimentation, similar to the proposed WRTP Specific Plan. As with the proposed WRTP Specific Plan, before new urban development can proceed, a grading and drainage plan must be submitted to the City Department of Public Works that must incorporate stormwater pollution control, as well as storm drainage design features to control increased runoff from new development, as well as comply with other City and State requirements pertaining to urban runoff and water quality. The same State and local regulations and best management practices would be required of development under Alternative 4 as the proposed WRTP Specific Plan. Mitigation strategies identified for the proposed WRTP Specific Plan could also apply to this alternative, such as a storm drainage analysis and identification and implementation of additional storm drainage infrastructure to support full buildout of the WRTP Specific Plan Area, including appropriately sized pipelines and detention basins, along with the appropriate LID features and water quality best management practices, specifically engineered to ensure that WRTP Specific Plan Area and off-site improvement area flows are conveyed such that flooding does not occur and to provide appropriate water quality treatment. Alternative 4 would include a greater amount of open space than the proposed WRTP Specific Plan, and therefore reduce the amount of impervious surfaces and decrease the peak discharge flow and rate of stormwater runoff generated within the WRTP Specific Plan Area. Thus, Alternative 4 would also reduce potential effects related to groundwater recharge and increased surface runoff compared to the proposed WRTP Specific Plan. • LAND USE PLANNING, POPULATION, AND HOUSING: Alternative 4 would result in new development throughout the WRTP Specific Plan Area with a similar land use mix as under the proposed Specific Plan, but with increase acreage dedicated to open space. Similar to the proposed WRTP Specific Plan, this development would not displace substantial numbers of existing people or housing, induce substantial unplanned population growth, or divide an established community. In addition, as with the WRTP Specific Plan, Alternative 4 would require the annexation of the WRTP Specific Plan Area into the City and amendment of the City’s Zoning Ordinance. Alternative 4 would provide for the new growth within this Specific Plan Area as envisioned under the 2035 General Plan. Therefore, Alternative 4 would be consistent with the City’s 2035 General Plan, and impacts related to land use, population, and housing under Alternative 4 would be similar to the proposed WRTP Specific Plan. • NOISE AND VIBRATION: Alternative 4 would decrease the amount of land provided for low- and medium-density residential development compared to the proposed WRTP Specific Plan and increase the acreage dedicated to open space. As with the proposed WRTP Specific Plan, Alternative 4 would involve the temporary and short-term noise and vibration resulting from demolition and construction activities. In addition, future operational uses within the WRTP Specific Plan Area could still generate noise and vibration in proximity to existing or future noise sensitive receptors, similar to conditions under the proposed WRTP Specific Plan. However, Alternative 4 would also include a buffer between future residential development within the WRTP Specific Plan Area and existing sources of noise, specifically State Route 113. Future development of new noise-sensitive land uses could occur under the proposed WRTP Specific Plan within areas that are currently exposed to noise from transportation sources (e.g., west of SR 113). The buffer provided under Alternative 4 would be 500 feet between SR 113 and residential development; as detailed in noise modeling conducted for the City’s 2035 General Plan, which is still applicable and accounted for development of the WRTP Specific Plan Area, the distance to the 70-decibel traffic noise contour from SR 113 south of East Gibson Road with implementation of the General Plan was determined to be between 257 and 281 feet, depending on the alternative. Therefore, a buffer of 500 feet

AECOM Woodland Research & Technology Park Specific Plan FEIR CEQA Findings of Fact and SOC B-162 City of Woodland
would reduce traffic noise levels to an acceptable level less than 70 decibels for future sensitive receptors.

Therefore, impacts associated with transportation noise would be reduced compared to the proposed WRTP Specific Plan.
• PUBLIC SERVICES AND RECREATION: Since Alternative 4 would accommodate a similar amount of development and in the same Specific Plan Area and the proposed WRTP Specific Plan, but with an alternative site design. As such, the project’s law enforcement, fire protection, public school services, and parks and recreational services needs would be similar to the proposed WRTP Specific Plan. Since the mix of uses would be similar to the WRTP Specific Plan, it is reasonable to assume that the fee contribution toward the expansion of the Woodland Sports Park would apply under this alternative, as well, in addition to the planned parks and open space, thereby exceeding the parkland goal. In addition, since both Alternative 4 and the proposed WRTP Specific Plan would be required to comply with applicable requirements and pay applicable development impact fees, the impact on public services and recreation would be similar under Alternative 4 as the proposed WRTP Specific Plan. • TRANSPORTATION AND CIRCULATION: As with the proposed WRTP Specific Plan, Alternative 4 would generate travel demand during construction and long-term operations. As with the proposed WRTP Specific Plan, Alternative 4 would involve the temporary and short-term generation of trips during demolition and construction activities – since this alternative is very similar in overall scale to the proposed WRTP Specific Plan, construction-related trips are anticipated to be similar, as well. Alternative 4 would include the same type of development as the proposed WRTP Specific Plan, but with a slightly smaller development footprint than the proposed WRTP Specific Plan due to increased acreage dedicated to open space. The land layout would be shifted under this Alternative compared to the proposed WRTP Specific Plan, but would be generally consistent with the General Plan vision for this Specific Plan Area and accommodate the same amount of residential and non-residential development. Similar to the proposed WRTP Specific Plan, Alternative 4 would not conflict with adopted policies, plans, or programs for bicycle, transit, or pedestrian facilities, nor would it adversely affect performance or safety of such facilities. In addition, implementation of the Specific Plan under Alternative 4 would also be subject to the same or similar standards as the proposed WRTP Specific Plan, including a Comprehensive Transportation Demand Management/Vehicle Miles Traveled Reduction Program (TDM/VMT Program), as detailed in Section

6.2.3, “Subsequent Implementation Documents/Analysis,” of the WRTP Specific Plan. Overall, Alternative 4 is anticipated to generate a similar level of VMT compared to the proposed WRTP Specific Plan, and impacts would be similar to the proposed WRTP Specific Plan. • UTILITIES: Alternative 4 would increase the acreage dedicated to open space within the WRTP Specific Plan Area as compared to the land use plan under the proposed WRTP Specific Plan. This could result in a minor increase in potable water demand and green waste generation for maintenance and security of additional open space. However, this would be offset by the reduced water demand and solid waste generation that would result from increased density of residential development, which would have reduced individual landscaped area per dwelling unit. As with the proposed WRTP Specific Plan, Alternative 4 would still require the construction of water supply conveyance facilities and wastewater collection and conveyance facilities to serve the WRTP Specific Plan Area. Mitigation Measures 3.14-1 and 3.14-2, applicable to the proposed WRTP Specific Plan for long-term planning purposes, would also be applicable to Alternative 4, ensuring water supply conveyance and wastewater infrastructure improvements are designed and sized to provide adequate service to the WRTP Specific Plan Area. In addition, physical

Woodland Research & Technology Park Specific Plan FEIR AECOM City of Woodland B-163 CEQA Findings of Fact and SOC
impacts associated with construction and operations of utilities, such as new collection and conveyance facilities, are evaluated throughout the EIR and accounted for in the evaluation of alternatives for each resource area in this chapter of the EIR. As such, there is no impact beyond those comprehensively considered throughout the other sections of the EIR. Impacts related to utilities would be generally similar under Alternative 4 compared to the proposed WRTP Specific Plan.

Ability of Alternative 4 to Meet Project Objectives
This alternative would meet the majority of the basic project objectives, however, as an envisioned technology hub to serve research and technology companies, the increase in passive open space would not serve the anticipated occupants as effectively as the centralized active outdoor gathering spaces envisioned as a part of the proposed Specific Plan. In addition, the increased housing density would reduce the range of housing options for the Research and Technology Park employees to live and work close by and “move up” within the same neighborhood as families grow.

Findings for Project Alternative 4
This alternative would meet the majority of the basic project objectives, however, as an envisioned technology hub to serve research and technology companies, the increase in passive open space would not serve the anticipated occupants as effectively as the centralized active outdoor gathering spaces envisioned as a part of the proposed Specific Plan. Expanding and segregating open space to the periphery of the plan area would likely result in the reduction of centralized and coalescing green space and trail systems within the project in order to feasibly accommodate the envisioned diversity, density, and number of residential housing units in the plan area.

Segregation of open space works in opposition to a key plan policy of integrating a greenbelt/trail system that provides recreational and transportation benefits for residents and employees of the Plan Area. Similarly, the loss of centralized green space would impede the plan area policy of promoting an atmosphere of collaboration and innovation through a mix of land uses…with an engaging public realm. The open space concept under Alternative 4 would not fulfill the project objective related to providing a central Gathering Space to the same extend as under the proposed Specific Plan.

In addition, the increased housing density would reduce the range of housing options for the Research and Technology Park employees to live and work close by and “move up” within the same neighborhood as families grow. Alternative 4 would not fulfill the project objective under the heading, “New Neighborhoods / Seamless Transitions” to the same extent as would occur under the proposed Specific Plan.

Furthermore, the costs associated with developing and maintaining additional open space within the plan area without significantly increasing the number of residential units envisioned by the General Plan would considerably strain the economic feasibility of the project and would substantially increase the ongoing annual tax burden of future plan area residents. Alternative 4, then, would be infeasible. Alternative 4 would be less feasible compared to the proposed Specific Plan based on the reduction in land for lower-density residential development and the increase in higher-density development. The balance between housing types and densities in the proposed Specific Plan allows for the collection of fees adequate to provide for the required infrastructure needed to serve the planned development. The scenario envisioned under Alternative 4 would make it infeasible, at least in the near-term, to collect fees in amounts required to support the necessary infrastructure for the Specific Plan.

AECOM Woodland Research & Technology Park Specific Plan FEIR CEQA Findings of Fact and SOC B-164 City of Woodland

3. ENVIRONMENTALLY SUPERIOR ALTERNATIVE
CEQA requires that, among the alternatives, an “environmentally superior” alternative be identified and that the reasons for such selection be disclosed. The environmentally superior alternative is the alternative that would generate the fewest or least severe adverse impacts. As shown in Table 4-1 of the Draft EIR, Alternative 1 would have the greatest number of reduced impacts. Therefore, Alternative 1 would be the Environmentally Superior Alternative. This alternative provides the greatest reduction in potential environmental effects of the proposed project. Other than this No-Project Alternative, Alternative 4 would provide the most benefit relative to reducing environmental effects compared to the proposed WRTP Specific Plan.

However, as explained below, even though Alternative 4 is the environmentally superior alternative (other than the No Project Alternative) the City Council has determined that Alternative 4 is infeasible as that term is defined under CEQA.

4. FINDINGS FOR PROJECT ALTERNATIVES
The City Council may reject an alternative that it considers undesirable from a policy standpoint, provided that such a decision reflects a reasonable balancing of various “economic, social, and other factors.” Based on impacts identified in the EIR and throughout this findings document, the City Council finds that adoption and implementation of the WRTP Specific Plan as approved, is the most desirable, feasible, and appropriate project, and rejects other alternatives and other combinations and/or variations of alternatives as infeasible.

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VII. STATEMENT OF OVERRIDING CONSIDERATIONS
As set forth in the preceding sections, the City of Woodland City Council’s approval of the WRTP Specific Plan will result in significant adverse environmental effects that cannot be avoided even with the adoption of all feasible mitigation measures, and there are no feasible alternatives which would mitigate or substantially lessen the impacts.

Despite the occurrence of these effects, however, the City Council chooses to approve the WRTP Specific Plan due to the economic, social, and other benefits that will render the significant effects acceptable.

Pursuant to Public Resources Code Section 21081(b) and Guidelines Section 15093, the City of Woodland has balanced the benefits of the Specific Plan against the unavoidable adverse impacts and has included all feasible mitigation measures in the EIR. The City has also examined alternatives to the Specific Plan and determined and adoption and implementation of the proposed Specific Plan is the most desirable, feasible, and appropriate action.

The City Council determines that the EIR identified and discussed significant effects that may occur as a result of implementation of the Specific Plan. By implementing the EIR mitigation measures, as adopted by the City Council’s Resolution, these effects can be mitigated to a level of less than significant except for the unavoidable significant impacts discussed below. The City Council finds that it has made a reasonable and good faith effort to eliminate or substantially mitigate the potential impacts resulting from implementation of the Specific Plan. The City Council also finds that, except for the proposed Specific Plan, all other alternatives set forth in the EIR are infeasible because they would prohibit or reduce the realization of the Specific Plan objectives and/or specific economic, social, or other benefits that the City Council finds outweigh any environmental benefits of the alternatives.

In making this Statement of Overriding Considerations in support of the findings of fact and the Specific Plan, the City Council finds that the environmental effects of the Specific Plan have been reduced to the extent feasible by the mitigation measures, that it has considered the information contained in the Final EIR, as well as the public testimony and record in proceedings in which the WRTP Specific Plan were considered, and that the benefits, as discussed further below, outweigh the potential unavoidable adverse impacts and render those potential adverse potential environmental impacts acceptable based upon the City Council’s overriding considerations.

A. BENEFITS OF THE PROPOSED PROJECT AND A STATEMENT OF

OVERRIDING CONSIDERATIONS
The City of Woodland has independently reviewed the information in the EIR and the record of proceedings, made a reasonable and good faith effort to eliminate or substantially lessen the impacts resulting from the Specific Plan to the extent feasible.

In the judgment of the City Council, the Specific Plan and its general benefits outweigh its unavoidable significant effects. It is the position of the City Council that any one of these reasons is sufficient to justify approval of the Specific Plan. Thus, even if a court were to conclude that not every reason is supported by substantial evidence, the City Council would stand by its determination that each individual reason is sufficient. The substantial evidence supporting the various benefits can be found in the preceding findings, which are incorporated by reference into this section, and in the documents found in the Record of Proceedings, as defined in Section IV of this document.

The City Council finds that adoption and implementation of the Specific Plan would provide economic, social, legal, and other considerable benefits.

AECOM Woodland Research & Technology Park Specific Plan FEIR CEQA Findings of Fact and SOC B-166 City of Woodland
Economic Development. The WRTP Specific Plan implements General Plan Policy 2.D.2, Food and Agriculture Industry Cluster. This policy establishes the City’s intent to “[d]evelop Woodland into a premier food and agriculture industry cluster by providing appropriate infrastructure, adequate land with compatible land uses, and by supporting research and innovation.” The Specific Plan would also implement General Plan Policy 2.D.3 Technology Sector, which calls for the City to “[g]row the technology sector in Woodland by leveraging the research strength at UC Davis” and to “[e]stablish business parks in the Southern Gateway at CR 25 and SR 113 and along CR 102.” The City is adopting the Specific Plan to provide opportunities for new companies to locate within the city, and provide a high quality technology park campus for existing companies in Woodland to expand.

Companies locating in the Specific Plan Area will in turn offer high paying career opportunities for Woodland residents – at full buildout, the City estimates that the Specific Plan could accommodate up to 4,000 new high paying biotech jobs in the community. The Specific Plan allows the City to advance the Project Objectives, including innovation – a state-of-the-art innovation center campus for technology, research and development, and office uses; flexibility – to allow businesses to respond to market demand through phasing of construction and the ability to offer a variety of building types and sizes; technology transfer and talent attraction – provide a context for collaboration with University of California, Davis (UC Davis) and Woodland Community College, along with associated business start-ups; and business partnerships – take advantage of synergies related to complementary existing and thriving seed, food, and agricultural-based industries currently located and doing business in and around Woodland (Draft EIR, pages 2-2 through 2-6). As explained in Chapter 4 of the City’s General Plan, Economic Development, there is a thriving and diverse agricultural economy in Woodland and Yolo County and also a concentration of agriculture and bio- and nanotechnology research activities (City of Woodland General Plan, Chapter 4, pages 4-5 through 4-9).

The Specific Plan would also implement General Plan Policy 2.K.2, Business Parks, which establishes that the City will “[p]romote the development of master-planned business parks that bolster Woodland’s established agriculture and emerging technology industries and promote the city’s prominence as a major center of economic activity in Yolo County.” Similar to the discussion above, the Specific Plan will provide an innovation campus in close proximity to UC Davis specialized in the development, transfer, and commercialization of technology and research.

The Specific Plan would help to realize General Plan Goal 4.E to “Promote Job Growth and Diversification in Woodland” and “[p]romote expansion, attraction, and formation of jobs in Woodland across diverse economic sectors,” including growth in the “knowledge economy, which is based on production and services of knowledgeintensive activities, such as technological or scientific advances and professional services” (General Plan, Chapter 4, page 4-22). By providing a variety of property and building sizes with complementary uses in a favorable location, the City also intends to implement General Plan Policy 4.E.1 Job Expansion through Business Expansion, which establishes that the City will “[e]ncourage the expansion and attraction of diverse businesses and industries that create and increase the quality and amount of stable, year-round jobs available locally.” General Plan Policy

4.D.1 Business Expansion and Attraction Program is also related to the Specific Plan, committing the City to “[p]eriodically update and continue to administer the City’s programs aimed at expanding existing businesses and attract new businesses to Woodland, particularly in the food, agriculture, and biotech industries.” Housing. In addition to the economic activity accommodated within the Specific Plan Area, the City has also provided for a diverse range of housing options, consistent with the Project Objectives established as a part of the EIR to establish “[d]iverse, high quality and attractive new neighborhoods and housing options, including single and multi-family residential units and mixed-used projects will allow Tech Park employees to live and work close by and ‘move up’ within the same neighborhood as families grow or nests are emptied” (Draft EIR, page 2-6). The

Woodland Research & Technology Park Specific Plan FEIR AECOM City of Woodland B-167 CEQA Findings of Fact and SOC
Specific Plan accommodates approximately 1,600 housing units of a variety of product types and densities.

Medium- and higher-density housing and residential product types are generally more affordable by design due to smaller unit and/or lot sizes as compared to tradition low-density suburban neighborhoods. Approximately twothirds of the residential units developed within the Specific Plan Area will be medium- and high-density housing types (an estimated 600 and 500 units respectively), including small-lot detached single-family homes, duplexes, townhomes, and apartments or loft-style development. The Specific Plan’s residential zoning designations, including minimum-density requirements, will ensure the Specific Plan Area provides a diversity of housing options. The Specific Plan Area is additionally subject to the City’s Affordable Housing Ordinance, which outlines obligations around housing affordability and buyer income restrictions for a percentage of housing units developed within the Specific Plan Area.

Jobs-Housing Balance. The Specific Plan will also implement General Plan Policy 2.D.1 Jobs/Housing Relationship by promoting and supporting a mix of residential, commercial, and light industrial development within the city. The Specific Plan will help Woodland maintain a 1:1 jobs to housing ratio citywide, reducing the need for commute trips and overall vehicle miles traveled (VMT), and reducing dependance on single occupancy vehicle trips.

Leader in Sustainability. Projects within the Plan Area will further the City’s Climate Action Plan goals and help establish local examples of environmentally sustainable projects. Specific Plan Area development will be required by the City to employ sustainable design principles, minimizing impacts of the Specific Plan implementation on the environment. Sustainable building design, the use of low-impact materials and construction techniques, on-site water management and planning features that reduce commute trips and vehicle miles traveled will carry through the Specific Plan. Consistent with General Plan Policy 2.L.2, all projects within the Specific Plan Area shall strive to meet net zero energy consumption through the incorporation of conservation measures above Title 24 standards and shall, at minimum, demonstrate consistency with California Green Building Standards (CalGreen) Tier 1 standards. The Specific Plan will utilize City recycled water for public landscaping. Pollinator friendly planting and maintenance practices will be integrated into each development site’s landscaping, in addition to native and drought tolerant plant species. Projects developed within the Specific Plan will install electric vehicle (EV) charging capable facilities in all residential garages and commercial parking lots. The City anticipates that all residential products (single-family homes and apartments) will be 100 percent electric, reducing greenhouse gas emissions compared to a scenario involving natural gas. The mix of housing types and the mix of uses in proximity, along with the pedestrian and bicycle system is intended to allow residents to reach employment, services, retail, and recreational opportunities without the need for a vehicle, reducing associated air pollutant emissions and greenhouse gas emissions, as well as increasing active transportation opportunities and improving public health.

AECOM Woodland Research & Technology Park Specific Plan FEIR CEQA Findings of Fact and SOC B-168 City of Woodland
VIII. CONCLUSION
The City prepared the Final EIR pursuant to CEQA and the CEQA Guidelines. The City Council has independently determined that the Final EIR fully and adequately addresses the impacts and mitigation measures of the WRTP Specific Plan. The alternatives identified and considered in the Final EIR meet the test of “reasonable” analysis, and this consideration provides the City Council with important information from which to make an informed decision. Both the Planning Commission and City Council held public hearings. Substantial evidence in the record from those meetings and other sources demonstrates various benefits and considerations including economic, legal, social, technological, and other benefits that the City would achieve from the implementation of the WRTP Specific Plan. The City Council has balanced these project benefits and considerations against the significant and unavoidable environmental impacts that would result from the proposed project and has concluded that those impacts are outweighed by the WRTP Specific Plan benefits. Upon balancing the environmental risk and countervailing WRTP Specific Plan benefits, the City Council has concluded that the benefits that the City will derive from the implementation of the project outweigh those environmental risks. The City Council hereby determines that the above-described WRTP Specific Plan benefits override the significant and unavoidable environmental impacts of the proposed project.

In sum, the City Council finds that any residual or remaining effects on the environment resulting from adoption and implementation of the WRTP Specific Plan are acceptable due to the benefits set forth in this Statement of Overriding Considerations.

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IX. REFERENCES
California Department of Fish and Game 2012. (May). Staff Report on Burrowing Owl Mitigation. State of California Natural Resources Agency. Sacramento, CA.

City of Woodland 2016. City of Woodland. 2016 (September). 2035 General Plan and Climate Action Plan Public Review Draft Environmental Impact Report. Prepared by: AECOM. State Clearinghouse No. 2013032015.

Available: http://www.cityofwoodland.org/563/General-Plan-2035. Accessed July 12, 2018. ———. 2017 (May). City of Woodland General Plan Update 2035. Prepared by: Dyett & Bhatia. Available:
http://www.cityofwoodland.org/563/General-Plan-2035. Accessed July 13, 2018.

Yolo Habitat Conservancy. 2018. Yolo Habitat Conservation Plan/Natural Community Conservation Plan – Final.

Prepared by ICF. Yolo County, California. April 2018.

Yolo-Solano County Air Quality Management District (YSAQMD). 2007. Handbook for Assessing and Mitigating Air Quality Impacts. Adopted July 11, 2007. Available at http://www.ysaqmd.org/wpcontent/uploads/2016/06/CEQAHandbook2007.pdf. Accessed March 2018.

YSAQMD. See Yolo-Solano Air Quality Management District.

See also the references cited in the Draft EIR and the Final EIR Errata and Respones to Comments chapters.

82093.00298\41611724.2
Recorded at request of: )
Clerk, City Council )
City of Woodland )
)
When recorded return to: )
City of Woodland )
301 First Street )
Woodland, CA 95695 )
Attention: City Clerk )
)
Exempt from Filing Fees, Government Code Section 6103

DEVELOPMENT AGREEMENT
(Beeman South—Woodland Research and Technology Park)

DEVELOPMENT AGREEMENT BETWEEN

CITY OF WOODLAND
and

BULLSEYE LAND COMPANY, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY and ANNE ELIZABETH BEEMAN, AN INDIVIDUAL

1 DEVELOPMENT AGREEMENT NO. __
This Development Agreement (hereinafter “Agreement”) is entered into effective on the date it is recorded with the Yolo County Recorder (hereinafter the “Effective Date”) by and among the City of Woodland, a California municipal corporation (hereinafter “CITY”), and Bullseye Land Company, LLC, a California limited liability company and Anne Elizabeth Beeman, an individual (collectively, hereinafter “OWNER”):

RECITALS
WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and
WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement in that the City certified a Final Environmental Impact Report for the Woodland Research and Technology Park Specific Plan (the “Final EIR”), which Specific Plan Area includes the Project, and which was fully analyzed as part of the Final EIR; and
WHEREAS, OWNER has jointly filed an application with other adjacent property owners for, and the City Council has approved, the Woodland Research and Technology Park Specific Plan (the “Specific Plan”), governing the development of the Property; and WHEREAS, this Agreement and the Project are consistent with the CITY’s General Plan and the Specific Plan applicable thereto; and
WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and
WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and

2 WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq of the Government Code are intended; and
WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement.

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1 “Agreement” means this Development Agreement.

1.1.2 “CITY” means the City of Woodland, a municipal corporation, organized and existing pursuant to the laws of the State of California.

1.1.3 “Capital Improvement Plan” or “CIP” means the Capital Improvement Plan adopted by the City Council for the Specific Plan by Resolution No. _____, as it may be amended from time to time by the CITY.

1.1.4 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof.

1.1.5 “Development Approvals” means all permits and other entitlements for use subject to approval or issuance by CITY in connection with development of the Property including, but not limited to:
(a) the Woodland Research and Technology Park Specific Plan, as it may be amended from time to time;

3 (b) tentative and final subdivision maps, including large and small lot mapping, and parcel maps;
(c) conditional use permits, design review approvals and plot plans; (d) zoning;
(e) grading and building permits.

1.1.6 “Development Exaction” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of easements, land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests.

1.1.7 “Development Impact Fee” means a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include park “in lieu” fees specified in Government Code Section 66477, fees for processing applications for governmental regulatory actions or approvals, fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4. “Development Impact Fee” shall not include processing fees and charges imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, including, without limitation, fees for zoning variances; zoning changes; use permits; building inspections; building permits; filing and processing applications and petitions filed with the local agency formation commission or conducting preliminary proceedings or proceedings under the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000, Division 3 (commencing with Section 56000) of Title 5 of the Government Code; the processing of maps under the provisions of the Subdivision Map Act, Division 2 (commencing with Section 66410) of Title 7 of the Government Code; or planning services under the authority of Chapter 3 (commencing with Section 65100) of Division 1 of Title 7 of the Government Code, fees and charges as described in Sections 51287, 56383, 57004, 65104, 65456, 65863.7, 65909.5, 66013, 66014, and 66451.2 of the Government Code, Sections 17951, 19132.3, and 19852 of the Health and Safety Code, Section 41901 of the Public Resources Code, and Section 21671.5 of the Public Utilities Code, as such codes may be amended or superseded, including by amendment or replacement. OWNER understands and agrees that the RTIF as defined herein is not a Development Impact Fee but is instead a fee that is charged pursuant to and in accordance with the terms of this Agreement.

1.1.8 “Development Plan” means the development of the Property consistent with the Land Use Zoning Exhibit for the Woodland Research and Technology Park attached hereto and incorporated as Exhibit “C”, which development shall be consistent with the Subsequent Development Approvals and the Existing Land Use Regulations.

4 1.1.9 “Effective Date” means the date that the ordinance approving this Agreement becomes effective.

1.1.10 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Effective Date.

1.1.11 “General Plan” means the General Plan 2035 adopted on May 16, 2017 by Resolution No. 6836.

1.1.12 “Improvement” or “Improvements” means those public improvements required to support the development of the Project as described in the Capital Improvement Plan for the Specific Plan.

1.1.13 “Improvements Outside Specific Plan Area” means any Improvement that OWNER is required to construct pursuant to the CIP and its Infrastructure Phasing Plan that is located on land outside of the Specific Plan Area.

1.1.14 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, timing and phasing of development, the maximum height and size of proposed buildings, the provisions for reservation or dedication of easements or land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Property. “Land Use Regulations” does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes and assessments;
(c) the control and abatement of nuisances;
(d) the granting of encroachment permits and the conveyance of similar rights and interests which provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain.

1.1.15 “Maintenance CFD” shall have the meaning as set forth in Section 5.3.1 of this Agreement.

1.1.16 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns.

1.1.17 “Offsite Property” has the meaning set forth in Section 3.11 of this Agreement.

1.1.18 “OWNER” means the persons and entities listed as OWNER on page 1 of this Agreement and their permitted successors in interest to all or any part of the Property.

5 1.1.19 “Project” means the development of the Property contemplated by the Specific Plan and the Development Plan as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.1.20 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement.

1.1.21 “Public Infrastructure Reimbursement Rules” means the “Public Infrastructure Reimbursement Rules for the Woodland Research and Technology Park Specific Plan,” attached hereto as Exhibit “J” and incorporated herein by this reference.

1.1.22 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.9 of this Agreement.

1.1.23 “Specific Plan” means that certain specific plan adopted by the City Council by Resolution No. ___, and entitled, “Woodland Research and Technology Park Specific Plan.”

1.1.24 “Specific Plan Area” means those properties that are located within the geographic boundaries of the Specific Plan.

1.1.25 “Subdivision Map Act” means Government Code Section 66410 et seq., as it may be amended from time to time.

1.1.26 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with development of the Property.

1.1.27 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit “A” — Legal Description of the Property.

Exhibit “B” — Map showing Property and its location.

Exhibit “C” — Development Plan.

Exhibit “D” — Infrastructure Phasing Rules.

Exhibit “E” — WRTP CIP Modification
Exhibit “F” — Master Planning and Design Obligations
Exhibit “G” — Public Dedications
Exhibit “H” — WRTP Affordable Housing Plan

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:

Bullseye Land Company, LLC and Anne Elizabeth Beeman
P.O. Box 120
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,

11 or to 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

18 are already hooked up to the facility; (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 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 multi-family 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 Dedication of Land for Business Incubator Property. Within the first 500,000 square feet of non-residential construction, OWNER shall set aside land sufficient for the construction of no less than 30,000 square feet of research and technology space dedicated to the support of new technology-based companies, such as start-up/business incubator space or academic-industry collaboration space. CITY and OWNER shall work together to determine an appropriate operator for such space, and upon such determination, the research and technology land shall be dedicated to such operator at no cost.

4.10 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

24 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.

4.11 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.

4.12 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

25 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.

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.

26 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 (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

27 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; (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:

28 (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 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

29 (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:
(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.

30 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.

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.

31 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.

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

32 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 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

33 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 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

34 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 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.

35 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.

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
(Beeman South—Woodland Research and Technology Park)
"OWNER"
BULLSEYE LAND COMPANY, LLC, a

CALIFORNIA LIMITED LIABILITY

COMPANY
By: __________________
Name: Timothy L. Beeman
Its: Manager
Date: ______________

ANNE ELIZABETH BEEMAN
By: ___________________
Name: Anne Elizabeth Beeman
An individual
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:

THE SOUTHEAST QUARTER OF SECTION 9 AND THE FIVE (5) ACRE PORTION

LYING WESTERLY OF THE COUNTY ROAD IN THE SOUTHWEST QUARTER OF SECTION 10, ALL BEING IN T. 9N., R. 2E., M.D.B. & M., AND ACCORDING TO THE DOCUMENT RECORDED MARCH 6, 1964 IN BOOK 749 OF OFFICIAL RECORDS, PAGE 513, YOLO COUNTY RECORDS.

EXCEPTING THEREFROM THE FOLLOWING:
(A) THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA BY GRANT DEED RECORDED MARCH 14, 1973 IN BOOK 1054, PAGE 350, YOLO COUNTY RECORDS.
(B) THAT PORTION SOUTH OF THE CITY OF WOODLAND URBAN LIMIT LINE AS ESTABLISHED BY THE MEASURE A PUBLIC VOTE IN JUNE OF 2006.

APN: 041-020-042-000
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
08/29/2023
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 - BULLSEYE 8/29/2023 - 11:34AM 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" - BULLSEYE LAND COMPANY LLC
0 SCALE: 1" = 600'
300 600

WOODLAND URBAN
LIMIT LINE 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.

THOMAS C. HEATON

AND OLGA CHENGAEVA
PORTION OF APN: 041-020-030

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

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 an 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\41611724.2
EXHIBIT “A”

ENTIRE PROPERTY

82093.00298\41611724.2
EXHIBIT “B”

TRANSFERRED PROPERTY

82093.00298\41611132.2
Recorded at request of: )
Clerk, City Council )
City of Woodland )
)
When recorded return to: )
City of Woodland )
301 First Street )
Woodland, CA 95695 )
Attention: City Clerk )
)
Exempt from Filing Fees, Government Code Section 6103

DEVELOPMENT AGREEMENT
(Costalotta Partners, LLC—Woodland Research and Technology Park)

DEVELOPMENT AGREEMENT BETWEEN

CITY OF WOODLAND
and

COSTALOTTA PARTNERS, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, ETC.

1 DEVELOPMENT AGREEMENT NO. ____
This Development Agreement (hereinafter “Agreement”) is entered into effective on the date it is recorded with the Yolo County Recorder (hereinafter the “Effective Date”) by and among the City of Woodland, a California municipal corporation (hereinafter “CITY”), and COSTALOTTA PARTNERS, LLC, a California limited liability company (hereinafter “OWNER”):

RECITALS
WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and WHEREAS, OWNER has requested CITY to enter into a development agreement and proceedings have been taken in accordance with the rules and regulations of CITY; and WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and
WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, all of the procedures of the California Environmental Quality Act have been met with respect to the Project and the Agreement in that the City certified a Final Environmental Impact Report for the Woodland Research and Technology Park Specific Plan (the “Final EIR”), which Specific Plan Area includes the Project, and which was fully analyzed as part of the Final EIR; and
WHEREAS, OWNER has jointly filed an application with other adjacent property owners for, and the City Council has approved, the Woodland Research and Technology Park Specific Plan (the “Specific Plan”), governing the development of the Property; and WHEREAS, this Agreement and the Project are consistent with the CITY’s General Plan and the Specific Plan applicable thereto; and
WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and
WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and

2 WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq of the Government Code are intended; and
WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement.

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1 “Agreement” means this Development Agreement.

1.1.2 “CITY” means the City of Woodland, a municipal corporation, organized and existing pursuant to the laws of the State of California.

1.1.3 “Capital Improvement Plan” or “CIP” means the Capital Improvement Plan adopted by the City Council for the Specific Plan by Resolution No. _____, as it may be amended from time to time by the CITY.

1.1.4 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof.

1.1.5 “Development Approvals” means all permits and other entitlements for use subject to approval or issuance by CITY in connection with development of the Property including, but not limited to:
(a) the Woodland Research and Technology Park Specific Plan, as it may be amended from time to time;

3 (b) tentative and final subdivision maps, including large and small lot mapping, and parcel maps;
(c) conditional use permits, design review approvals and plot plans; (d) zoning;
(e) grading and building permits.

1.1.6 “Development Exaction” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of easements, land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests.

1.1.7 “Development Impact Fee” means a monetary exaction other than a tax or special assessment, whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, but does not include park “in lieu” fees specified in Government Code Section 66477, fees for processing applications for governmental regulatory actions or approvals, fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4. “Development Impact Fee” shall not include processing fees and charges imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Development Approvals granted or issued, including, without limitation, fees for zoning variances; zoning changes; use permits; building inspections; building permits; filing and processing applications and petitions filed with the local agency formation commission or conducting preliminary proceedings or proceedings under the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000, Division 3 (commencing with Section 56000) of Title 5 of the Government Code; the processing of maps under the provisions of the Subdivision Map Act, Division 2 (commencing with Section 66410) of Title 7 of the Government Code; or planning services under the authority of Chapter 3 (commencing with Section 65100) of Division 1 of Title 7 of the Government Code, fees and charges as described in Sections 51287, 56383, 57004, 65104, 65456, 65863.7, 65909.5, 66013, 66014, and 66451.2 of the Government Code, Sections 17951, 19132.3, and 19852 of the Health and Safety Code, Section 41901 of the Public Resources Code, and Section 21671.5 of the Public Utilities Code, as such codes may be amended or superseded, including by amendment or replacement. OWNER understands and agrees that the RTIF as defined herein is not a Development Impact Fee but is instead a fee that is charged pursuant to and in accordance with the terms of this Agreement.

1.1.8 “Development Plan” means the development of the Property consistent with the Land Use Zoning Exhibit for the Woodland Research and Technology Park attached hereto and incorporated as Exhibit “C”, which development shall be consistent with the Subsequent Development Approvals and the Existing Land Use Regulations.

4 1.1.9 “Effective Date” means the date that the ordinance approving this Agreement becomes effective.

1.1.10 “Existing Land Use Regulations” means all Land Use Regulations in effect on the Effective Date.

1.1.11 “General Plan” means the General Plan 2035 adopted on May 16, 2017 by Resolution No. 6836.

1.1.12 “Improvement” or “Improvements” means those public improvements required to support the development of the Project as described in the Capital Improvement Plan for the Specific Plan.

1.1.13 “Improvements Outside Specific Plan Area” means any Improvement that OWNER is required to construct pursuant to the CIP and its Infrastructure Phasing Plan that is located on land outside of the Specific Plan Area.

1.1.14 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, timing and phasing of development, the maximum height and size of proposed buildings, the provisions for reservation or dedication of easements or land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the Property. “Land Use Regulations” does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes and assessments;
(c) the control and abatement of nuisances;
(d) the granting of encroachment permits and the conveyance of similar rights and interests which provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain.

1.1.15 “Maintenance CFD” shall have the meaning as set forth in Section 5.3.1 of this Agreement.

1.1.16“Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns.

1.1.17 “Offsite Property” has the meaning set forth in Section 3.11 of this Agreement.

1.1.18 “OWNER” means the persons and entities listed as OWNER on page 1 of this Agreement and their permitted successors in interest to all or any part of the Property.

5 1.1.19 “Project” means the development of the Property contemplated by the Specific Plan and the Development Plan as such Development Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.1.20 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement.

1.1.21 “Public Infrastructure Reimbursement Rules” means the “Public Infrastructure Reimbursement Rules for the Woodland Research and Technology Park Specific Plan,” attached hereto as Exhibit “J” and incorporated herein by this reference.

1.1.22 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.9 of this Agreement.

1.1.23 “Specific Plan” means that certain specific plan adopted by the City Council by Resolution No. ___, and entitled, “Woodland Research and Technology Park Specific Plan.”

1.1.24 “Specific Plan Area” means those properties that are located within the geographic boundaries of the Specific Plan.

1.1.25 “Subdivision Map Act” means Government Code Section 66410 et seq., as it may be amended from time to time.

1.1.26 “Subsequent Development Approvals” means all Development Approvals required subsequent to the Effective Date in connection with development of the Property.

1.1.27 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit “A” — Legal Description of the Property.

Exhibit “B” — Map showing Property and its location.

Exhibit “C” — Development Plan.

Exhibit “D” — Infrastructure Phasing Rules.

Exhibit “E” — WRTP CIP Modification
Exhibit “F” — Master Planning and Design Obligations
Exhibit “G” — Public Dedications
Exhibit “H” — WRTP Affordable Housing Plan

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