Woodland City Council
September 19, 2023

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

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

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

ROAD E

MARSTON
CR 25A
ROAD C
ROAD A

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

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

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

CITY OF

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

PROPOSED FUTURE

INTERCHANGE

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

SG WOODLAND
02/21/22
JOB No:

OF
SHEET
DATE:

SCALE

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

WOODLAND RESEARCH AND

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

STREET RIGHT OF WAY OR

EASEMENT
LEGEND:

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

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

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

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

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

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

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

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

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

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

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

48 EXHIBIT H

WOODLAND RESEARCH AND TECHNOLOGY PARK AFFORDABLE HOUSING PLAN

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

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

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

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

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

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

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

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

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

52 EXHIBIT I

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

53 EXHIBIT J

PUBLIC INFRASTRUCTURE REIMBURSEMENT RULES

PUBLIC INFRASTRUCTURE REIMBURSEMENT RULES FOR THE

WOODLAND RESEARCH AND TECHNOLOGY PARK SPECIFIC PLAN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

60 EXHIBIT K

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

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

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

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

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

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

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

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

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

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

62 EXHIBIT L

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

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

ASSIGNMENT AND ASSUMPTION

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

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

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

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

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

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

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

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

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

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

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

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

ASSIGNEE:
________________________,
a ___________________
By: ____________________________
Name:

Title:

ASSIGNOR:
___________________________________, a
___________________
By: ____________________________
Name:

Title:

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

CITY:

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

1 EXHIBIT “A”

PROPERTY

2 EXHIBIT M

FORM OF PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT

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

PARTIAL ASSIGNMENT AND ASSUMPTION

OF DEVELOPMENT AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

ASSIGNEE:
________________________,
a ______________________
By: ____________________________
Name:

Title:

ASSIGNOR:
___________________________________, a
_________________________
By: ____________________________
Name:

Title:

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

CITY:

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

EXHIBIT “A”

ENTIRE PROPERTY

EXHIBIT “B”

TRANSFERRED PROPERTY

82093.00298\41611248.2
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
(Spencer Development—Woodland Research and Technology Park)

DEVELOPMENT AGREEMENT BETWEEN

CITY OF WOODLAND
and

TAMMY EMERY, SOLE TRUSTEE OF THE SPENCER REVOCABLE LIVING TRUST DATED MAY 15, 1995

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 (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 WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements,

2 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;
(b) tentative and final subdivision maps, including large and small lot mapping, and parcel maps;

3 (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.

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

4 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

9 Agreement. For 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:

Tammy Emery
Wright & Wright Inc.
1215 Plumas Street, Ste. 1500
Yuba City, CA 95991

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

12 voter initiative or otherwise, which purport to cap, prohibit or otherwise limit development 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

13 infrastructure improvements in accordance with certain Infrastructure Phasing Rules established 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

14 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.

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 Alignment of Parcels. Prior to or concurrently with the submission of an application for a tentative subdivision map for any portion of the Property, OWNER shall, in conjunction with Sewmawpaw Woodland, LLC, or the successor in interest to fee title to the property adjacent to the Property and owned by Sewmawpaw Woodland, LLC at the time of recordation of this Agreement (“Wass”), apply for a lot line adjustment to ensure that the portion of both OWNER’s property and Wass’s property that is designated as Village Center Low Density Residential (“VCLDR”) in the Specific Plan has frontage access onto Road D. The lot line adjustment shall be located such that the parcels designated as VCLDR and Village Center Medium Density Residential (“VCMDR”) on both OWNER’s Property and the property owned by Wass can be developed in an efficient manner without awkward land parcels as determined by CITY in its reasonable discretion.

3.7 Conceptual Plan for HDR/CCO Properties. Prior to or concurrently with submission to CITY of OWNER’s first application for a tentative subdivision map or other Subsequent Development Entitlement for the property bounded by Road B, County Road 25A, Road D and Road C following approval of this Agreement, OWNER shall submit to the City for approval, with a copy to Costalotta Partners, LLC (“Costalotta”), a conceptual plan to include a land use proposal for the portion of OWNER’s Property and the Property owned by Costalotta and designated as High Density Residential/Community Commercial Overlay (“HDR/CCO”) in the Specific Plan, which conceptual plan shall include a description of the relationship between the two development types, including opportunities for shared access for the designated properties (from Roads B and/or C), circulation, and parking. Parking to serve the designated properties shall be located away from Road B, behind any buildings that front Road B. Such conceptual plan shall be subject to review and approval by the Community Development Director in consultation with CITY’s traffic engineer to confirm consistency with the requirements with this Section, which approval shall not be unreasonably withheld. If the conceptual plan is submitted by Costalotta and approved by the Community Development Director prior to submission of OWNER’s first application for a tentative subdivision map or a referenced above, such approval shall satisfy OWNER’s obligation under this Section.

3.8 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

15 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.

3.9 Reservations of Authority.

3.9.1 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.
(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.

16 (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.

3.9.2 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.

3.9.3 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 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 3.9.3 shall impose on CITY any monetary liability for contesting such declaratory relief (or other similar non-monetary relief).

3.9.4 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.

17 3.10 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.

3.11 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 3.11. The CITY and OWNER acknowledge that the timelines set forth in this Section 3.11 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 3.11 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 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.

3.11.1 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

18 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.

3.11.2. 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 3.11 to acquire such property.

3.12 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.

3.13 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.

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

19 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.

3.15 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.

3.16 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.

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.

20 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:
(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

21 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 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..

22 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.

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

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

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

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

24 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 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

25 financing entity is formed and sells bonds in order to finance such Improvements, OWNER may receive credits for the RTIF to be paid by OWNER, and may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public improvements that are included in the CIP, provided that such fee credits and reimbursements must be in conformance with the Public Infrastructure Reimbursement Rules and any individual reimbursement agreements entered into by and between CITY and OWNER. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or to issue and sell bonds. If bonds are sold then the proceeds of those bonds shall be used to reimburse the public improvements that are listed in the CIP and required by the conditions of the associated development.

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

26 which such small lot final subdivision map or large lot map - for High Density and Mixed Use Residential units) is recorded is subject to the assessments of the Sports Park CFD, which includes without limitation, voting to annex to said Sports Park CFD.

5.3 Maintenance Community Facilities District(s).

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

27 6. REVIEW FOR COMPLIANCE.

6.1 Periodic and Special Reviews.

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

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

28 of this Agreement, during the period under review, the Planning Commission may recommend to the City Council to modify or terminate this Agreement. (c) OWNER may appeal a determination pursuant to paragraph (b) to the City Council in accordance with CITY’s rules for consideration of appeals in zoning matters generally.

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

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

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

29 7. DEFAULT AND REMEDIES.

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

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

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

30 7.4 Termination of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 6.3 herein, in addition to the remedy of specific performance as set forth in Section 7.2, CITY may terminate this Agreement for any failure of OWNER to perform any material duty or obligation of OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, CITY may terminate this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

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

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.

31 8.3 Indemnity. In addition to the provisions of 8.2 above, OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER’s employees included) or any other element of damage of any kind or nature, relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action.

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

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:

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

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

33 10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 of this Agreement, including but not limited to the payment of the fees set forth therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever.

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

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

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

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

34 party’s control. If any such events shall occur, the term of this Agreement and the time for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years.

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

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

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

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

35 with OWNER in the implementation of the Development of the Property to support successful development of each of the allowed land uses in the Specific Plan Area. They City acknowledges that OWNER has made and will be required to make additional investments to implement the Plan. This Agreement provides assurance to OWNER that the City will cooperate and assist in completion of the annexation process. City agrees that it will accept, in good faith, for processing, review and action, including but not limited to all applications for lot line adjustments, large lot subdivision maps, zoning, special permits, development permits, tentative maps, subdivision maps or other entitlements for use of the Property in accordance with the General Plan and this Agreement.

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

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

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.

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

37 SIGNATURE PAGE

TO DEVELOPMENT AGREEMENT
(Spencer Development—Woodland Research and Technology Park) "OWNER"

TAMMY EMERY, SOLE TRUSTEE OF THE

SPENCER REVOCABLE LIVING TRUST
DATED MAY 15, 1995
By: ________________________
Name: Tammy Emery
Its: Trustee
Date: ___________________
BETTY JEAN SPENCER, an individual
By: ________________________
"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

38 EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

LEGAL DESCRIPTION
Real property in the unincorporated area of the County of Yolo, State of California, described as follows:

THE WEST 40 ACRES OF THE EAST 90 ACRES OF THE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 9 NORTH, RANGE 2 EAST, M. D. B. & M., BEING FURTHER DESCRIBED AS BOUNDED ON THE NORTH AND WEST BY LANDS FORMERLY OWNED BY B.B. JACKSON; EAST BY LAND OF WALGAMOTT, FORMERLY LAND OF NORA JACKSON; AND SOUTH BY THE COUNTY ROAD.

APN: 041-020-010-000

39 EXHIBIT B

MAP OF PROPERTY

MARSTON
CR 25A
HWY 113
SPRING
LAKE

CENTRAL
PARK
SOLARA
RANCH
OYANG
NORTH
T9N, R2E, S4
T9N, R2E, S9
OYANG
SOUTH HARRY LORENZO AVE.

SPRING
LAKE

CENTRAL

MULTI-FAMILY
1 CC
CC

SG WOODLAND
08/28/2023
JOB No: OF SHEET DATE:

SCALE CHECKED
DRAWN
DESIGNED 1" = 500'
1 C:\Users\chris\appdata\local\temp\AcPublish_15988\1593-00-04 PROPERTY MAPS.dwg - SPENCER 8/28/2023 - 3:41PM Plotted by: chris 1593.00.04

WOODLAND RESEARCH AND

TECHNOLOGY PARK
2940 Spaford Street, Suite 200Davis, 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 PROPERTY MAP - WINIFRED R. SPENCER TRUST 0 SCALE: 1" = 500'
250 500

COSTALOTTA

PARTNERS, LLC
APN: 041-080-022
124.83± AC.

COSTALOTTA

PARTNERS, LLC
APN: 041-020-043

83.38± AC.

WINIFRED R.

SPENCER TRUST
APN: 041-020-010

42.27± AC.

SEWMAWPAW

WOODLAND LLC
APN: 041-020-017

44.45± AC.

40 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

41 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

42 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.

43  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.

44 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).

45 -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.

46 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).

47  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)

48 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
*

49 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.

50 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

51 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

52 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.

53 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.

54 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”).

55 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

56 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

57 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

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

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

59 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

60 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.

61 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

62 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

63 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.

64 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.

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.

65 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\41611248.2
EXHIBIT “A”

ENTIRE PROPERTY

82093.00298\41611248.2
EXHIBIT “B”

TRANSFERRED PROPERTY

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: H.9
SUBJECT: Receive Fiscal Year 2023 Report on Affordable
Housing Loan Portfolio and Status of City Affordable
Housing Funds
Recommendation for Action: Staff recommends that the City Council receive and file the Fiscal Year 2023 report on the City’s affordable housing loan portfolio and use of affordable housing funds.

Staff Contact:

Dago Fierros, Housing Analyst II, (530) 661-2019, [email protected] Fiscal Impact:

There is no fiscal impact.

Background:

As established by department policy, the City prepares an annual report detailing the status of the City's affordable housing loan portfolio, including details of the use of its various affordable housing funds. The City’s affordable housing loan portfolio dates from the late 1980s with a majority of the loans issued in the period of 2006 – 2013. The current principal loan value of the portfolio is approximately $27,186,433 and includes loans held by the Woodland Housing Successor Agency. The Successor Agency was established in 2012 to assume housing loans held by the former Woodland Redevelopment Agency. Repayment of City housing loans is deferred with a few exceptions. The City’s portfolio currently consists of 144 active loans. The attached inventory details the portfolio. Street addresses and parcel numbers have been removed from the owner-occupied loans in order to not identify individual borrowers.

While the City has relied on Federal/State grants and loans to support affordable housing rental projects, it has been receiving Spring Lake off site affordable housing fees and affordable housing inlieu fees since 2005 and 2016, respectively. The use of these funds have been focused on affordable housing rental projects. Affordable housing in-lieu fees have been generated from subdivisions in the Spring Lake Specific Plan area and will include one subdivision located outside of Spring Lake, the Prudler development at the corner of East Street and Sports Park Drive. For the offsite fee, the City receives $1,100 for each market rate unit in Spring Lake prior to final map recordation.

Discussion:

Affordable Housing Loan Portfolio
Management of the City’s affordable housing loan portfolio includes the organization and maintenance of the physical files; maintaining an electronic database of loan agreements, promissory notes, deeds of trust, and affordability agreements; regularly updating a spreadsheet system for tracking individual loans with key borrower information (property address, borrower name, assessor parcel number, source of funds for loan, principal amount of loan, start date of loan, loan term, interest rate, and City monitoring responsibilities); monitoring affordable housing properties (owneroccupied homes and rental projects); preparing payoff notices; reviewing loan subordination requests for compliance with City loan funding sources; and working with individual City borrowers who are experiencing financial difficulties that may put them at risk of defaulting on their principal loans.

The City’s ongoing responsibilities for its affordable housing portfolio vary. For example, the City is a HOME funds lender for three multifamily projects: Sycamore Pointe (11 HOME units), Terracina at Spring Lake (85 HOME units), and Rochdale Grange (43 HOME units). Pursuant to Federal HOME requirements, the City monitors each project in January, which involves inspecting a representative sample of the units, reviewing tenant files and property owner documents (insurance coverage, financials, and reserve accounts), and an overall inspection of the exterior facilities. For owneroccupied loans (first time homebuyers and rehabilitations), the City contacts the property owners on an annual basis and requires them to certify continued owner-occupancy and provide proof of homeowner insurance coverage. Currently, the City monitors 81 owner-occupied properties. In some instances, borrowers have received more than one loan from the City.

First-Time Homebuyer Program (HOME Investment Partnerships Program) In Fiscal Year 2023, the City provided one first-time homebuyer loan to a homebuyer in the maximum loan amount of $120,000 from the HOME Loans fund (323). The City’s first-time homebuyer program is designed to provide assistance to eligible low-income homebuyers in purchasing homes in Woodland. The program provides assistance in the form of a 30-year deferred payment silent second loan that serves as “gap” financing towards the purchase price and closing costs of a housing unit that will be occupied by the homebuyers as their primary residence.

Affordable Housing In-Lieu and Spring Lake Off-Site Affordable Housing Fees For Fiscal Year 2023, the City received affordable housing in-lieu fee revenues in the amount of $1,097,123.41, primarily from affordable housing fees collected at building permit issuance. The City also received Spring Lake off-site fee revenues in the amount of $89,776.03 from an affordable housing loan payoff. During fiscal year 2022, the City Council approved a $500,000 loan (funded through the Affordable Housing In-Lieu Fees Fund – 327) to support the 72-unit affordable housing rental development at 310 West Main Street. Developed by Chelsea Development Corporation, construction of Vista del Robles started in April 2022 and expected to be completed in the Fall of 2023. In FY 2021, the City appropriated $1,482,000 from Fund 327 (Affordable Housing In-Lieu Fees) for construction of the 61-unit permanent supportive housing project at the East Beamer Way Campus and the project was completed in October 2022. The City expended approximately $1,000,000 from Funds 327 and 321 (Spring Lake Off-Site Affordable Housing Fees) for construction of the emergency shelter project at the East Beamer Way Campus in FY 2021.

Conclusion:

Staff recommends that the City Council receive and file the Fiscal Year 2023 report on the City’s affordable housing loan portfolio and use of affordable housing funds.

Prepared by: Dago Fierros,Housing Analyst II
Reviewed by: Christine Engel, Community Services Department Director

Attachments:

1. 2023 Affordable Housing Loans Portfolio

CITY OF WOODLAND
2023 Housing Loan Portfolio
(1998 HOME FTHB Units)
APN Source of Loan Loan Loan Interest Notes
Funds Amount Date Term Rate
1 Abele Street HOME 39,259 23-May-02 30 yrs 3% simple Deferred payment. 2 West Lincoln Avenue HOME 38,305 2-Oct-01 30 yrs 3% simple Deferred payment. 3 Princeton Place HOME 40,000 23-Sep-01 30 yrs 3% simple Deferred payment. 4 Thomas Street HOME 39,000 28-Jan-02 30 yrs 3% simple Deferred payment. 5 Van Buren Place HOME 40,000 17-Jun-02 30 yrs 3% simple Deferred payment. 6 Woodland Avenue HOME 29,070 6-Feb-02 30 yrs 3% simple Deferred payment.

TOTAL 225,634
Ongoing City Responsibilities
Annual request for certification of owner-occupancy sent in April/May. Property owner returns signed certification and copy of homeowner insurance information. In May, City staff verifies payment of property taxes through the Yolo County Assessor's website.

Street Address/Borrower

CITY OF WOODLAND
2023 Housing Loan Portfolio
(CDBG Owner-Occupied Rehabilitations)
APN Source of Loan Loan Loan Interest Notes
Funds Amount Date Term Rate
1 Betty Court (See Notes) CDBG 35,000 15-Apr-98 See note 3% simple Deferred payment. 2 Coloma Way CDBG 42,906 22-Jan-08 30 yrs 3% simple Deferred payment. 3 Coral Drive CDBG 47,380 2-Sep-09 30 yrs 3% simple Deferred payment. 4 Fourth Street CDBG 36,000 5-Sep-01 ? 3% simple ?
5 Harvard Court CDBG 10,750 18-Aug-10 15 yrs 3% simple Deferred payment. 6 Schuerle Street CDBG 40,708 3-Aug-10 30 yrs 3% simple Deferred payment. 7 Sixth Street CDBG 72,549 23-Jan-09 30 yrs 3% simple Deferred payment.

TOTAL 285,293
Ongoing City Responsibilities
Annual request for certification of owner-occupancy sent in April/May. Property owner returns signed certification and copy of homeowner insurance information. In May, City staff verifies payment of property taxes through the Yolo County Assessor's website.

Notes
Repayment of Betty Court loan deferred until sale or death, whichever occurs first.

Street Address/Borrower

CITY OF WOODLAND
2023 Housing Loan Portfolio
(Greenwood RDA Units)
APN Source of Loan Loan Loan Interest Notes
Funds Amount Date Term Rate
1 Hecke Drive RDA Tax Increment 38,320 9-May-03 45 years None* Deferred payment. 2 Hecke Drive RDA Tax Increment 40,720 21-May-03 45 years None* Deferred payment. 3 Hecke Drive RDA Tax Increment 53,920 9-Jun-03 45 years None* Deferred payment. 4 Hecke Drive RDA Tax Increment 54,800 20-May-03 45 years None* Deferred payment. 5 Hershey Drive RDA Tax Increment 38,320 18-Apr-03 45 years None* Deferred payment.

TOTAL 226,080
principal loan is reduced by ten percent (10%) and an additional ten percent for each subsequent five-year period of ownership. After 45 years of ownership, the principal and interest are forgiven. Loan amounts in table reflect principal reductions that have occurred to date.

Ongoing City Responsibilities
Annual request for certification of owner-occupancy sent in April/May. Property owner returns signed certification and copy of homeowner insurance information. City staff verifies payment of property taxes in May through the Yolo County Tax Collector's website.

Street Address/Borrower
*If during the 45-year term of the promissory note, the property is sold to a non-eligible household or maker then deferred contingent interest is paid. The deferred contingent interest is calculated at the lower of the highest rate then allowed by law or two percent (2%) over the prime interest rate announced by Wells Fargo Bank, N.A. (or any successor financial institution). After ten years of home ownership, the

CITY OF WOODLAND
2023 Housing Loan Portfolio
(Inclusionary/Non-Inclusionary Units)
APN Loan Loan Loan Interest Notes
Amount Date Term Rate
1 Boyle Place BEGIN 30,000.00 160ct08 30 yrs 3% simple Deferred payment. 2 Boyle Place BMPP 29,543.00 160ct08 30 yrs Recapture Deferred payment. 3 Boyle Place CalHome 35,000.00 29-Sep-08 30 yrs SNA Shared net appreciation, defer pay. 4 Boyle Place BMPP 62,543.00 29-Sep-08 30 yrs Recapture Deferred payment. 5 Boyle Place HOME 75,000.00 29-Sep-08 30 yrs 3% simple Deferred payment. 6 Boyle Place BEGIN 30,000.00 29-Sep-08 30 yrs 3% simple Deferred payment. 7 Boyle Place CDBG 12,863.00 29-Sep-08 30 yrs SNA Shared net appreciation, defer pay. 8 Briscoe Court BMPP 118,955.79 20-Mar-07 30 yrs Recapture Deferred payment. 9 California Street HOME 9,000.00 4-Jun-13 30 yrs 3% simple Deferred payment. 10 Campos Avenue CalHome 35,000.00 16-Oct-08 30 yrs SNA Shared net appreciation, defer pay. 11 Campos Avenue BMPP 37,171.00 16-Oct-08 30 yrs Recapture Deferred payment. 12 Campos Avenue BEGIN 30,000.00 16-Oct-08 30 yrs 3% simple Deferred payment. 13 Campos Avenue HOME 45,000.00 16-Oct-08 30 yrs 3% simple Deferred payment. 14 Campos Avenue CalHome 35,000.00 10-Jun-08 30 yrs SNA Shared net appreciation, defer pay. 15 Campos Avenue HOME 30,000.00 10-Jun-08 30 yrs 3% simple Deferred payment. 16 Campos Avenue BEGIN 30,000.00 10-Jun-08 30 yrs 3% simple Deferred payment. 17 Campos Avenue BMPP 40,171.00 10-Jun-08 30 yrs Recapture Deferred payment. 18 Campos Avenue BMPP 128,955.79 20-Mar-07 30 yrs Recapture Deferred payment. 19 Campos Avenue CalHome 35,000.00 31-Jan-08 30 yrs SNA Shared net appreciation, defer pay. 20 Campos Avenue BMPP 45,822.00 31-Jan-08 30 yrs Recapture Deferred payment. 21 Campos Avenue CDBG 20,000.00 31-Jan-08 30 yrs SNA Shared net appreciation, defer pay. 22 Campos Avenue BMPP 108,955.79 20-Mar-07 30 yrs Recapture Deferred payment. 23 Campos Avenue RDA TI 45,000.00 26-Oct-09 30 yrs 3% simple Deferred payment. 24 Campos Avenue BEGIN 30,000.00 26-Oct-09 30 yrs 3% simple Deferred payment. 27 Harry Lorenzo Drive BMPP 42,910.00 20-Apr-17 30 yrs Recapture Deferred payment. 28 Hawkins Court BMPP 57,042.00 24-Sep-08 30 yrs Recapture Deferred payment. 29 Hawkins Court HOME 70,000.00 24-Sep-08 30 yrs 3% simple Deferred payment. 30 Holland Way CalHome 35,000.00 21-Nov-07 30 yrs SNA Shared net appreciation, defer pay. 31 Holland Way BMPP 69,832.00 21-Nov-07 30 yrs Recapture Deferred payment. 32 Holland Way CDBG 25,000.00 26-Nov-07 30 yrs SNA Shared net appreciation, defer pay. 33 Holland Way BMPP 118,955.79 20-Mar-07 30 yrs Recapture Deferred payment. 34 Knollwood Drive HOME 120,000.00 23-Mar-22 30 yrs 3% simple Deferred payment.

Street Address/Borrower Source of Funds

CITY OF WOODLAND
2023 Housing Loan Portfolio
(Inclusionary/Non-Inclusionary Units)
35 Liberty Lane BEGIN 30,000.00 30-Oct-06 30 yrs 3% simple Deferred payment. 36 Liberty Lane BMPP 109,536.00 10-Jul-06 30 yrs Recapture Deferred payment. 37 Liberty Lane BEGIN 30,000.00 12-Jul-06 30 yrs 3% simple Deferred payment. 38 Liberty Lane BMPP 109,536.00 12-Jul-06 30 yrs Recapture Deferred payment. 39 Mack Way CalHome 27,917.00 24-Sep-08 30 yrs SNA Shared net appreciation, defer pay. 40 Mack Way BMPP 25,543.00 24-Sep-08 30 yrs Recapture Deferred payment. 41 Mack Way HOME 60,000.00 24-Sep-08 30 yrs 3% simple Deferred payment. 42 Mack Way BEGIN 30,000.00 24-Sep-08 30 yrs 3% simple Deferred payment. 43 Mack Way BMPP 87,413.00 2-Jul-08 30 yrs Recapture Deferred payment. 44 Mack Way CalHome 35,000.00 12-Aug-08 30 yrs SNA Shared net appreciation, defer pay. 45 Mack Way HOME 55,000.00 12-Aug-08 30 yrs 3% simple Deferred payment. 46 Mack Way BMPP 82,413.00 12-Aug-08 30 yrs Recapture Deferred payment. 47 Mack Way BEGIN 30,000.00 12-Aug-08 30 yrs 3% simple Deferred payment. 48 Mack Way HOME 15,000.00 5-Mar-09 30 yrs 3% simple Deferred payment. 49 Mack Way BEGIN 30,000.00 5-Mar-09 30 yrs 3% simple Deferred payment. 50 Mack Way BMPP 6,182.00 5-Mar-09 30 yrs Recapture Deferred payment. 51 Mezger Drive HOME 63,000.00 13-Jun-13 30 yrs 3% simple Deferred payment. 52 Mezger Drive HOME 75,000.00 12-Jun-13 30 yrs 3% simple Deferred payment. 53 Mezger Drive HOME 15,000.00 10-Jul-13 30 yrs 3% simple Deferred payment. 54 Miekle Avenue HOME 70,000.00 13-Jun-07 30 yrs 3% simple Deferred payment. 55 Miekle Avenue BMPP 89,508.00 13-Jun-07 30 yrs Recapture Deferred payment. 56 Miekle Avenue HOME 50,000.00 7-Aug-07 30 yrs 3% simple Deferred payment. 57 Miekle Avenue BMPP 74,518.00 7-Aug-07 30 yrs Recapture Deferred payment. 58 Miekle Avenue CalHome 35,000.00 28-Oct-08 30 yrs SNA Shared net appreciation, defer pay. 59 Miekle Avenue BMPP 9,171.00 28-Oct-08 30 yrs Recapture Deferred payment. 60 Miekle Avenue HOME 25,000.00 28-Oct-08 30 yrs 3% simple Deferred payment. 61 Miller Court BMPP 86,196.00 23-Aug-07 30 yrs Recapture Deferred payment. 62 Miller Court HOME 50,000.00 23-Aug-07 30 yrs 3% simple Deferred payment. 63 Molly Avenue HOME 69,760.82 29-Jul-13 30 yrs 3% simple Deferred payment. 64 Neal Way CalHome 35,000.00 17-Sep-08 30 yrs SNA Shared net appreciation, defer pay. 65 Neal Way HOME 27,000.00 17-Sep-08 30 yrs 3% simple Deferred payment. 66 Neal Way BEGIN 30,000.00 17-Sep-08 30 yrs 3% simple Deferred payment. 67 Neal Way BMPP 29,543.00 17-Sep-08 30 yrs Recapture Deferred payment. 68 Neal Way BEGIN 30,000.00 15-Sep-08 30 yrs 3% simple Deferred payment.

CITY OF WOODLAND
2023 Housing Loan Portfolio
(Inclusionary/Non-Inclusionary Units)
69 Neal Way BMPP 62,413.00 15-Sep-08 30 yrs Recapture Deferred payment. 70 Neal Way HOME 40,000.00 12-Aug-08 30 yrs 3% simple Deferred payment. 71 Neal Way BMPP 77,413.00 12-Aug-08 30 yrs Recapture Deferred payment. 72 Neal Way BEGIN 30,000.00 12-Aug-08 30 yrs 3% simple Deferred payment. 73 Nicolson Circle BEGIN 30,000.00 21-Oct-08 30 yrs 3% simple Deferred payment. 74 Nicolson Circle BMPP 33,171.00 21-Oct-08 30 yrs Recapture Deferred payment. 75 Nicolson Circle HOME 20,000.00 21-Oct-08 30 yrs 3% simple Deferred payment. 76 Ochoa Court BMPP 96,196.00 23-Aug-07 30 yrs Recapture Deferred payment. 77 Ochoa Court HOME 50,000.00 23-Aug-07 30 yrs 3% simple Deferred payment. 78 Ortiz Avenue HOME 70,000.00 7-Aug-07 30 yrs 3% simple Deferred payment. 79 Ortiz Avenue BMPP 63,909.00 7-Aug-07 30 yrs Recapture Deferred payment. 80 Rico Court HOME 70,000.00 5-Dec-08 30 yrs 3% simple Deferred payment. 81 Rico Court BMPP 52,042.00 5-Dec-08 30 yrs Recapture Deferred payment. 82 Rominger Street HOME 74,741.00 29-Nov-12 30 yrs 3% simple Deferred payment. 83 Rominger Street HOME 71,500.00 12-Dec-11 30 yrs 3% simple Deferred payment. 84 Savala Court BMPP 46,042.00 11-Mar-09 30 yrs Recapture Deferred payment. 85 Simpson Street RDA TI 47,030.00 4-Jan-10 30 yrs 3% simple Deferred payment. 86 Simpson Street BMPP 12,010.00 4-Jan-10 30 yrs Recapture Deferred payment. 87 Simpson Street HOME 40,000.00 15-Jun-09 30 yrs 3% simple Deferred payment. 88 Stonehaven Loop BMPP 112,042.00 12-Feb-08 30 yrs Recapture Shared net appreciation, defer pay. 89 Strong Drive BMPP 43,029.00 23-Mar-17 30 yrs Recapture Deferred payment. 90 Vaca Court BMPP 142,042.00 21-Dec-07 30 yrs Recapture Shared net appreciation, defer pay. 91 Village Lane BEGIN 30,000.00 9-May-07 30 yrs 3% simple Deferred payment. 92 Village Lane BMPP 118,135.00 9-May-07 30 yrs Recapture Deferred payment. 93 Village Lane BEGIN 30,000.00 21-May-07 30 yrs 3% simple Deferred payment. 94 Village Lane BMPP 108,335.00 21-May-07 30 yrs Recapture Deferred payment. 95 Village Lane BEGIN 30,000.00 9-May-07 30 yrs 3% simple Deferred payment. 96 Village Lane BMPP 118,135.00 9-May-07 30 yrs Recapture Deferred payment. 97 Village Lane HOME 60,000.00 15-May-07 30 yrs 3% simple Deferred payment. 98 Village Lane BEGIN 30,000.00 15-May-07 30 yrs 3% simple Deferred payment. 99 Village Lane BMPP 108,335.00 15-May-07 30 yrs Recapture Deferred payment. 100 Village Lane BEGIN 30,000.00 9-May-07 30 yrs 3% simple Deferred payment. 101 Village Lane BMPP 118,135.00 9-May-07 30 yrs Recapture Deferred payment. 102 Village Lane BEGIN 30,000.00 30-May-07 30 yrs 3% simple Deferred payment.

CITY OF WOODLAND
2023 Housing Loan Portfolio
(Inclusionary/Non-Inclusionary Units)
103 Village Lane BMPP 108,335.00 30-May-07 30 yrs Recapture Deferred payment. 104 Village Lane BEGIN 30,000.00 15-May-07 30 yrs 3% simple Deferred payment. 105 Village Lane BMPP 118,135.00 15-May-07 30 yrs Recapture Deferred payment.

TOTAL 5,616,081.98
Source of Funds Legend
BEGIN = Building Equity and Growth in Neighborhoods
BMPP = Below Market Purchase Price (City and property owner share in portion of sale proceeds that exceeds initial market price - recapture provision.) CDBG = Community Development Block Grant
HTF = Housing Trust Fund
RDA TI = Redevelopment Agency Tax Increment
SL Off-Site Fund = Spring Lake Off-Site Affordable Housing Fund Ongoing City Responsibilities
Annual request for certification of owner-occupancy sent in April/May. Property owner returns signed certification and copy of homeowner insurance information.

In May, City staff verifies payment of property taxes through the Yolo County Tax Collector's website.

CITY OF WOODLAND
2023 Housing Loan Portfolio, Multi-Family Projects
APN Project Name Source of Funds Loan Loan Loan Interest Notes Amount Date Term Rate
1 709 East St 066-092-069 Casa del Sol RDA Tax Increment 150,000.00 27-Dec-00 20 yrs 5% simple In repayment, balance less than $30,000. 2 709 East St 066-092-069 Casa del Sol CDBG Section 108 1,000,000.00 10-Nov-06 55 yrs 1.25% simple Deferred payment, residual cash flow provision. 3 436 Main St See below Hotel Woodland RDA Tax Increment 245,076.93 10-Jan-94 30 yrs 4.44% simple Deferred payment, residual cash flow provision. 4 436 Main St See below Hotel Woodland CDBG 400,000.00 11-Aug-95 30 yrs 4% simple Deferred payment, residual cash flow provision. 5 436 Main St See below Hotel Woodland CDBG 74,342.00 16-Sep-96 30 yrs 4.44% simple Deferred payment, residual cash flow provision. 6 436 Main St See below Hotel Woodland CDBG 50,000.00 18-Oct-95 30 yrs 4.44% simple Deferred payment, residual cash flow provision. 7 436 Main St See below Hotel Woodland CDBG 89,422.00 3-Aug-95 30 yrs 4% simple Deferred payment, residual cash flow provision. 8 436 Main St See below Hotel Woodland CDBG 42,000.00 3-Aug-95 30 yrs 4% simple Deferred payment, residual cash flow provision. 9 436 Main St See below Hotel Woodland CDBG 800,000.00 3-Aug-95 30 yrs 4% simple Deferred payment, residual cash flow provision. 10 1313 E Gibson Rd 066-200-052 Leisureville HOME & CDBG 1,227,381.00 7-Apr-95 30 yrs 3% simple Deferred payment, residual receipts provision. 11 2170 Farmers 042-010-062 Mutual Housing 1 Spring Lake Off-Site 910,000.00 20-Dec-13 57 yrs 3% simple Deferred payment, residual receipts provision, Central Rd Affordable Hsng Fund and maturity date December 23, 2070. 12 2170 Farmers 042-010-062 Mutual Housing 2 Spring Lake Off-Site & 1,500,000.00 12-Mar-18 55 yrs 3% simple Deferred payment, residual receipts provision, Central Rd Affdble Hsng In-Lieu and mauturity date May 1, 2074. 13 2090 Heritage 042-580-009 Rochdale Grange HOME 4,000,000.00 25-Feb-10 55 yrs 3% simple Deferred payment, residual receipts provision.

Parkway
14 521 Pioneer Ave 027-860-027 Sycamore Pointe HOME 885,000.00 1-May-99 32 yrs 3% simple Deferred payment, maturity date 31Dec31. 15 1620 Miekle Ave 042-580-018 Terracina HOME 4,189,000.00 12-Sep-06 55 yrs 3% simple Deferred payment, residual receipts provision. 16 1620 Miekle Ave 042-580-018 Terracina Land & cash from mkt 1,732,000.00 20-Dec-07 55 yrs None No repayment and interest accrual as long as rate developer. units affordable and other obligations meet. 17 1620 Miekle Ave 042-580-018 Terracina Cash from mkt rate 722,122.00 20-Dec-07 35 yrs 3.4% simple Deferred payment. developer
18 310 W Main St 064-170-049 Vista del Robles Affordable Housing 500,000.00 28-Mar-22 55 yrs 3% simple Deferred payment and residual receipts In-Lieu provision.

Notes TOTAL 18,516,343.93

1. Hotel Woodland (436 Main St) APNs are 006-620-009, 010, 011, 012, 013, 014, 015, 016, and 017.

2. Loans for Items 6-8 are covered under one promissory note.

Ongoing City Responsibilities

1. Casa del Sol (709 East St) - Loan assisted borrower with demolition of Dana Motel site. Ongoing City responsibilities limited to servicing loan.

2. Casa del Sol (709 East St) - Review of annual audit for residual cash flow calculation. Loan becomes fully amortized between years 40 and 55. 3 through 9. Hotel Woodland (436 Main St) - Review of annual audit for project and residual cash flow calculation and review of annual tax credit project status report.

10. Leisureville (1313 E. Gibson Rd) - Review of annual audit, residual receipts calculation, proposed annual budget, and semi-annual reports. Also, income verify new residents applying for CDBG-funded low-income loan share program.

Street Address

CITY OF WOODLAND
2023 Housing Loan Portfolio, Multi-Family Projects

11. Mutual Housing 1- Affordable housing monitoring addressed by covenants recorded by senior lenders (State of California and USDA) and California Tax Credit Allocation Committee. Staff reviews annual audit for residual cash flow calculation.

12. Review of proposed annual budget, annual audit, annual residual receipts calculation, and annual tax credit project status report. 13 - 17. Affordable housing monitoring conducted on annual basis through unit inspections and unit file reviews. The results of the monitoring reported to California Department of Housing and Community Development (HOME program).

18. Review of annual tax credit project status report and annual residual receipts calculation.

WOODLAND HOUSING SUCCESSOR AGENCY
2023 Housing Loan Portfolio
APN Project Name Source of Funds Loan Loan Loan Interest Notes Amount Date Term Rate
1 709 East St/Community Housing 066-092-069 Casa del Sol HELP (CalHFA) 1,000,000 18-Dec-01 8 yrs 3% simple Deferred payment, due 17-Dec-09.

Opportunities Corporation
2 186 Muir St/Heritage Oaks, L.P. 064-271-011 Heritage Oaks HELP (CalHFA) N/A N/A N/A N/A See Note 3 35 West Clover St/Fair Plaza 064-242-006 Fair Plaza East HELP (CalHFA), 1,317,000 3-Apr-08 32 yrs 3.5% simple Deferred payment, due 1-Apr-40.

Senior Apartments, L.P. Redevelopment
Tax increment
TOTAL 2,317,000
Note
Heritage Oaks loan was paid off in 2019 and affordability covenant remains in effect through at least February 1, 2060.

Ongoing Successor Agency Responsibilities
Borrowers for Heritage Oaks and Fair Plaza East required to submit annual report to the Housing Successor Agency in order for staff to verify compliance with affordability covenants. Staff reviews annual audits of Casa del Sol and Fair Plaza to determine whether residual receipts payments to the City are triggered.

Street Address/Borrower

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: H.10
SUBJECT: Staybridge Suites Offsite Improvement Project, Contract Amendment
Recommendation for Action: Staff recommends that the City Council adopt Resolution No. _____, to approve an amendment to the professional services agreement for construction management and inspection services with Associated Engineering Consultants, Inc. in the amount of $110,597.91 for a total agreement amount of $151,587.91 and authorize the City Manager to execute the amendment.

Staff Contact:

Miguel Chavez, Sr. Construction Project Manager – (530) 661-5952, [email protected]
Fiscal Impact:

Construction management and inspection of the Staybridge Suites Offsite Improvements are funded entirely by the developer through a developer deposit account set up for the purpose of paying the City's costs to inspect the required public improvements.

There is no impact to the general fund.

Background:

On August 12, 2019, the Zoning Administrator approved the Zoning Administrator Permit for the Staybridge Suites development project. The developer is required to complete certain public improvements to support the project, which the City will accept once completed. Therefore, a professional services agreement to inspect the public improvements was required to ensure construction is completed per City standards. Construction of the project began in February 2022.

Upon review of the City’s short list of approved firms, Associated Engineering Consultants, Inc. (AEC) was selected as the most qualified to provide construction management and inspection services for this project.

Discussion:

The original contract for construction management and inspection was executed with AEC on February 1, 2022 for an amount not to exceed $40,990, in accordance with the City of Woodland's purchasing ordinance adopted by the City Council on June 2, 2021. For the following reasons, an amendment to the original contract is required to complete construction management and inspection of the required offsite improvements; 1) The original proposal for AEC's services assumed a 4-month construction period and was based on incomplete plans, because the developer chose to defer design of the required median and street light improvements until after initial construction of the sewer infrastructure began. 2) The sewer forcemain needed to be reconstructed, because the initial construction was not completed per the approved plans. The duration for construction of the required offsite improvements is now exceeding 19 months.

The City's purchasing ordinance provides the City Manager authority to award and sign contracts less than $100,000. With the proposed amendment, the total contract amount will be $151,597.91, thereby requiring City Council approval to execute. The recommended action to execute the amendment to the professional services agreement will allow construction management and

inspection to continue through the completion of the required public improvements.

Conclusion:

Staff recommends that the City Council adopt Resolution No. _____, to approve an amendment to the professional services agreement for construction management and inspection services with Associated Engineering Consultants, Inc. in the amount of $110,597.91 for a total agreement amount of $151,587.91 and authorize the City Manager to execute the amendment.

Prepared by: Miguel Chavez, Sr. Construction Project Manager Reviewed by: Brent Meyer, Community Development Director/City Engineer Attachments:

1. Resolution

82093.00001\8555510.2
RESOLUTION NO. _____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND,

APPROVING AN AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL

SERVICES FOR CONSTRUCTION MANAGAMENT AND INSPECTION OF THE

STAYBRIDGE SUITES OFFSITE IMPROVEMENT PROJECT
WHEREAS, On August 12, 2019, the Zoning Administrator approved the Zoning Administrator Permit for the Staybridge Suites Project; and WHEREAS, the Staybridge Suites offsite improvements have been in construction since February 2022; and
WHEREAS, the original contract with Associated Engineering Consultants(AEC) was for $40,990 and Amendment #1 is for $110,597.91 for a contract total of $151,587.91; and WHEREAS, the City desires to continue to have the construction management and inspection of these improvements performed by an experienced consultant selected by a qualification based selection process; and
WHEREAS, the City Council wishes to approve Amendment #1 and authorize its execution through the adoption of this Resolution; and

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WOODLAND AS FOLLOWS:

Section 1. The City Council hereby approves the Amendment to the Agreement for Professional Construction Management & Inspection Services with AEC and authorizes and directs the City Manager to execute the Amendment in the amount of $110,597.91 for a total contract amount of $151,587.91. The City Attorney is hereby authorized to make clarifying and conforming changes so long as the total dollar amount authorized herein does not change.

Section 2. Copies of Amendment #1 are available and on file in the City Clerk’s office, and are incorporated herein by reference and made part of this Resolution.

PASSED AND ADOPTED by the City Council of the City of Woodland at a regular meeting of City Council held on the 19th day of September 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Vicky Fernandez, Mayor
ATTEST:
______________________________
Ana B. Gonzalez, City Clerk

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: H.11
SUBJECT: Adopt Resolution Accepting the Public Improvements for Subdivision Final Map 5155 Parkside Phase 3.

Recommendation for Action: Staff recommends that the City Council adopt Resolution No. _____, a Resolution of the City Council of the City of Woodland Accepting the Public Improvements for Subdivision Final Map 5155 Parkside Phase 3.

Staff Contact:

Lolly Weichel, (530) 661-5820, [email protected].

Fiscal Impact:

All infrastructure improvements to serve this subdivision were constructed using bond proceeds from the Spring Lake community facilities district (CFD) and/or Spring Lake Infrastructure Fees (SLIF) along with private funding from the developer. The public improvements constructed with these maps add 13,893 square feet of new public landscaping, with an estimated annual maintenance cost of $10,465 including maintenance and water use. This additional landscaping is within the boundaries of and will be maintained by the Spring Lake Landscape & Lighting District (L&L). These costs were anticipated during the formation of the L&L and will be included with the proposed annual assessments, which are typically presented to Council in May each year.

The Governmental Accounting Standards Board Statement 34 (GASB 34) requires state and local governments to include valuation and depreciation information on public infrastructure assets for accounting purposes and financial reports. The total cost of public infrastructure in the GASB34 categories that the City will acquire with these subdivisions is shown below.

GASB34
Category
Parkside 3
Road $639,238
Water $566,582
Sewer $355,596
Storm Drain $868,600
Background:

On September 1, 2020, the City Council approved Parkside 3 Tentative Map (No. 5155) and an Amended and Restated Development Agreement. The map consisted of 97 individual multi-family lots. On September 21, 2021 the City Council approved Final Subdivision Map (SM) No. 5155, Parkside Phase 3 and the associated Subdivision Improvement Agreement with CalAtlantic Group, Inc.

The improvements constructed for Subdivision 5155 (Parkside Phase 3) are shown on the civil improvement plans entitled, “Improvement Plans for Parkside 3" approved by the City Engineer on April 23, 2021, and “Improvement Plans for Parkside 3 - Offsite” approved by the City Engineer June

3, 2021.

CalAtlantic Group, Inc has completed the infrastructure improvements to the satisfaction of the City Engineer, and the Public Works and Community Development Departments. Following Council acceptance, the City Clerk will file a Notice of Completion for the completed items initiating release of the developer’s performance and payment securities for these improvements. The developer has provided warranty securities for the subdivision to correct any defects identified during the warranty time frame of one year following the filing of the Notice of Completions.

Discussion:

This is the standard practice for obtaining infrastructure improvements for new subdivisions. The final map dedicated utility easements to the City. The work is designed to City Standard Specifications and the improvements are inspected by the City during construction.

Conclusion:

Staff recommends that the City Council adopt Resolution No. _____, a Resolution of the City Council of the City of Woodland Accepting the Public Improvements for Subdivision Final Map 5155 Parkside Phase 3.

Prepared by: Lolly Weichel, Senior Engineering Assistant Reviewed by: Brent Meyer, Community Development Director/ City Engineer Attachments:

1. Location Map

2. Resolution

PARKSIDE 3
SUBDIVISION MAP #5155
City of Woodland
N
S
W E

RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND

ACCEPTING THE PUBLIC IMPROVEMENTS FOR
SUBDIVISION FINAL MAP 5155
BY CALATLANTIC GROUP, INC.

WHEREAS, On September 1, 2020, the City Council approved Tentative Map No. 5155 Parkside 3 for 97 multi-family lots and associated Development Agreement; and WHEREAS, on, September 7, 2021 the City Council approved the final map for Subdivision No. 5155 Parkside 3, which created 97 multi-family lots in the Spring Lake Specific Plan (“Map”); and
WHEREAS, the conditions of approval for the Map required the subdivider, CalAtlantic Group, Inc., to enter into a Subdivision Improvement Agreement calling for the construction of infrastructure necessary to serve the development permitted by this Map (collectively, the “Improvements”), and furnish bonds or other securities to ensure the timely completion of the Improvements; and
WHEREAS, CalAtlantic Group, Inc. has completed the Improvements; and WHEREAS, CalAtlantic Group, Inc. has previously furnished a bond for subdivision 5155 identified as Bond No. 0238349 and issued by Berkley Insurance Company as surety (“Bond”), securing the completion of the Improvements; and
WHEREAS, the Subdivision Map Act and the Woodland Municipal Code require the City to accept subdivision improvements which have been completed; and WHEREAS, CalAtlantic Group, Inc. has requested that the City accept those Improvements that have been completed;
NOW THEREFORE BE IT RESOLVED AS FOLLOWS:

Section 1. The City Council hereby accepts those Improvements constructed for Subdivision 5155 Parkside 3 and as shown on the civil improvement plans entitled, “Improvement Plans for Parkside 3" approved by the City Engineer April 23, 2021, and “Improvement Plans for Parkside 3 - Offsite” approved by the City Engineer June 3, 2021.

Section 2. The City Council hereby authorizes the City Clerk to file the Notice of Completion and release the developer’s performance and payment securities for Subdivision No. 5155 Parkside

3. Section 3. Through adoption of this resolution, the City of Woodland does not waive any of its rights, or obligations of CalAtlantic Group, Inc. or any other entity, under the conditions of

approval for the Map, any associated development agreement, reimbursement agreement, participation agreement, or under any other document, ordinance or applicable law.

Section 4. The adoption of this resolution shall not be deemed to cure any breach by CalAtlantic Group, Inc. or any other entity of its obligations under the Map or any other document, ordinance, or applicable law.

PASSED AND ADOPTED by the City Council of the City of Woodland at a regular meeting of the City Council held on the 19th day of September 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN
______________________________
Vicky Fernandez, Mayor
ATTEST:
______________________________
Ana Gonzalez, City Clerk