Agenda packet — Woodland City Council, September 19, 2023 (part 1 of 9)

City of Woodland
Meeting Agenda
City Council
City Hall
Council Chambers
300 First Street
Woodland, CA 95695
September 19, 2023
6:00 PM

CITY COUNCIL

JOINT REGULAR CITY COUNCIL/WOODLAND FINANCE AUTHORITY MEETING 6:00 PM
A. CALL TO ORDER
B. ROLL CALL
C. PLEDGE OF ALLEGIANCE
D. LAND ACKNOWLEDGEMENT
E. COMMUNICATIONS - PUBLIC COMMENT
This is an opportunity for the public to speak to the Council on any item other than those listed on this agenda.

Speakers are requested to use the microphone in front of the Council and to begin by stating their name, whether they reside in Woodland and the name of the organization they represent if any. The Mayor may impose a time limit on any speaker depending on the number of people wanting to speak and time available for the rest of the agenda. In the event comments are related to an item scheduled on the agenda, speakers may be required to wait to make their comments until that item is considered. The option to submit a public comment via voicemail is no longer available. Written Public Comments Members of the public are welcome to submit written comments prior to the meeting. Comments should be submitted by email to [email protected]. Written Comments received at least two (2) hours prior to the scheduled start time of the City Council meeting will be provided to the City Council and posted to the City website as part of the official record of the meeting but will not be read into the record. Written Comments received within two (2) hours of the scheduled start time of the City Council meeting and during the City Council meeting will be provided to the City Council the day following the City Council meeting. If you are submitting written comments on a particular item on the agenda, please identify the agenda item number and letter. If you are submitting written comments on an item not listed on the agenda, please identify your email/comment as a General Public Comment. Note: Public comments at special meetings are limited to items on the agenda only.

1. SUBJECT: General Public Comments
WRITTEN COMMUNICATIONS: This section is reserved for "General" Public Comments emailed within two (2) hours prior to the Council Meeting. These comments will be provided to the City Council and incorporated into the meeting minutes. Any other written communications submitted for items specific to this agenda will be attached as a file to the associated agenda item.

F. COMMUNICATIONS - COUNCIL/STAFF STATEMENTS AND REQUESTS This is an opportunity for the Council Members and Staff to make comments and announcements, to express concerns, or to request Council's consideration of any items a Council Member would like to have discussed at a future Council meeting.

Page 1 ends

2. SUBJECT: Long Range Calendar
RECOMMENDATION FOR ACTION: Staff recommends that the City Council receive the Long Range Calendar for informational purposes only.

G. PRESENTATIONS

3. SUBJECT: Sister City Visit: La Piedad de Michoacan, Mexico RECOMMENDATION FOR ACTION: Staff recommends that the City Council receive a presentation from members of the planning committee for the upcoming delegation visit from Sister City of La Piedad de Michoacan, Mexico.

H. CONSENT CALENDAR

4. SUBJECT: National Hispanic Heritage Month
RECOMMENDATION FOR ACTION: Staff recommends that the City Council adopt a Proclamation recognizing September 15, 2023 through October 15, 2023 as National Hispanic Heritage Month in Woodland

5. SUBJECT: National Diaper Need Awareness Week Proclamation RECOMMENDATION FOR ACTION: Staff recommends that the City Council proclaim September 18 - 24, 2023 as National Diaper Need Awareness Week.

6. SUBJECT: Public Works Quarterly Report
RECOMMENDATION FOR ACTION: Staff recommends that the City Council receive a presentation and accept the Public Works Quarterly Status Report for the period of June 2023 through August 2023.

7. SUBJECT: Carry-Over from FY2022/23 to FY2023/24 Unencumbered Appropriations
RECOMMENDATION FOR ACTION: Staff recommends that the City Council adopt Resolution No. _____, authorizing the carry-over of unencumbered appropriations from fiscal year 2022/23 to fiscal year 2023/24, totaling $5,072,669.

8. SUBJECT: Woodland Research and Technology Park Specific Plan - Second Reading for Prezoning and Development Agreements
RECOMMENDATION FOR ACTION: Staff recommends that the City Council conduct a second reading and adopt the following ordinances:

1. Ordinance No. 1707, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and AnneElizabeth Beeman and Bullseye Land Company, LLC.

2. Ordinance No. 1708, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Costalotta Partners, LLC.

3. Ordinance No. 1709, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Thomas C. Heaton and Olga Chengaeva.

4. Ordinance No. 1710, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and

Page 2 ends

Sewmawpaw Woodland, LLC.

5. Ordinance No. 1711, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Spencer Revocable Living Trust.

6. Ordinance No. 1712, Establishing Zoning Designations (Prezoning) for the Woodland Research and Technology Park Specific Plan, adding Chpater

17.04.070, Woodland Research and Technology Park Specific Plan, to the City of Woodland Municial Code, Title 17, and Amending the City of Woodland Zoning Map to indicate thereon the zoning applicable to the Woodland Research and Technology Park Specific Plan.

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.

10. SUBJECT: Staybridge Suites Offsite Improvement Project, Contract Amendment
RECOMMENDATION FOR ACTION: Staff recommends that the City Council adopt Resolution No. _____, to approve a consultant services amendment 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.

11. SUBJECT: 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.

12. SUBJECT: East Main Street Improvement Project, CIP 13-05; Final Acceptance and Notice of Completion
RECOMMENDATION FOR ACTION: Staff recommends that the City Council adopt Resolution No. _____, accepting the E. Main Street Improvement Project, CIP 13-05 construction contract as complete and authorize the City Clerk to file a Notice of Completion.

13. SUBJECT: Approve Amendment #1 to Agreement with the Ferguson Group for Federal Representation and Advocacy Services for Flood Mitigation and Transportation
Recommendation for Action: Staff recommends that the City Council adopt Resolution No. _____, to: (1) Approve the reallocation of $12,000 of Measure F Funds from Measure E/F Planning - Management project, CIP 06-06, to the I5/SR113 Freeway to Freeway Project, CIP 24-06. (2) Authorize amendment #1 to extend the Ferguson Group agreement for an additional 12 months for an amount not to exceed $72,000.

Page 3 ends

14. SUBJECT: Waste Management Performance Review Budget Appropriation RECOMMENDATION FOR ACTION: Staff recommends that the City Council adopt Resolution No. _____, authorizing the appropriation of $65,000 to the Recycling Fund (2250) for the Performance Review of Waste Management.

I. PUBLIC HEARINGS

15. SUBJECT: Public Hearing and Approval of Fiscal Year 2022/23 Community Development Block Grant Consolidated Annual Performance and Evaluation Report
RECOMMENDATION FOR ACTION: Staff recommends that the City Council take the following actions:

1. Hold a public hearing to receive community input on the Fiscal Year (FY) 2022/23 Community Development Block Grant (CDBG) Consolidated Annual Performance and Evaluation Report (CAPER); and

2. Adopt Resolution No. _____, approving the FY 2022/23 CDBG CAPER in substantially the same form presented to Council and incorporating public comments received at the public hearing; and

3. Authorize the City Manager or designee to finalize and submit the CAPER to the U.S. Department of Housing and Urban Development after the conclusion of the 15-day public comment period.

J. REPORTS OF THE CITY MANAGER

16. SUBJECT: Comprehensive Zoning Code Public Release
RECOMMENDATION FOR ACTION: Staff recommends that the City Council receive a presentation on the Public Review Draft of the Comprehensive Zoning Code and an outline of the public review process.

K. ADJOURN
I declare under penalty of perjury that the foregoing Agenda for the Joint Regular City Council/Woodland Finance Authority Meeting of the City of Woodland scheduled for Tuesday, September 19, 2023 was posted on Friday, September 15, 2023 in the outside display case at City Hall, 300 First Street, Woodland, CA, and was available to the public during normal business hours.

Upon request, agendas and documents in the agenda packet will be made available in appropriate alternative formats to persons with a disability, as required by law. Any such requests must be made in writing to the Office of the City Clerk of the City of Woodland.

Requests will be valid for the calendar year in which the request is received, and must be renewed prior to January 1st.

Persons needing disability-related modifications or accommodations in order to participate in public meetings, including persons requiring auxiliary aids or services, may request such

Page 4 ends

modifications or accommodations by calling the Office of the City Clerk (530-661-5806) at least 48 hours prior to the meeting.

Page 5 ends

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: E.1
SUBJECT: General Public Comments
WRITTEN COMMUNICATIONS: This section is reserved for "General" Public Comments emailed within two (2) hours prior to the Council Meeting. These comments will be provided to the City Council and incorporated into the meeting minutes. Any other written communications submitted for items specific to this agenda will be attached as a file to the associated agenda item.

Attachments:

None

Page 6 ends

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: F.2
SUBJECT: Long Range Calendar
Recommendation for Action: Staff recommends that the City Council receive the Long Range Calendar for informational purposes only.

Staff Contact:

Ana B. Gonzalez, City Clerk, (530) 661-5806, [email protected] Background:

This calendar is being provided for planning purposes only and is intended to keep the Council apprised of upcoming agenda items and plan for upcoming Council items.

Attachments:

1. Council Long Range Calendar

Page 7 ends

UPDATED CITY COUNCIL LONG RANGE CALENDAR
October 3RD REGULAR MEETING
Mexican-American Concilio 50th Anniversary Proclamation Breast Cancer Awareness Month Proclamation
City Council Meeting Minutes of September 5, 2023 and September 19, 2023 Facility Naming Policy Update
Second Reading and Adoption of an Ordinance revising Sections within Chapter 9.28, “Offenses – Miscellaneous,” to Title 9 of the Woodland Municipal Code October 17TH REGULAR MEETING
Rule 20A Undergrounding District
Armfield / Lemen Avenue - Neighborhood Framework Report November 7TH REGULAR MEETING
Annexations – Westucky, Barnard Court, North East Street, & Industrial Area Establishment of Rates for Public EV Chargers
November 21ST REGULAR MEETING
Rule 20A Undergrounding District
Future Topics / Study Sessions:

Fire Department Strategic Plan – (December)

Page 8 ends

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: G.3
SUBJECT: Sister City Visit: La Piedad de Michoacan, Mexico Recommendation for Action: Staff recommends that the City Council receive a presentation from members of the planning committee for the upcoming delegation visit from Sister City of La Piedad de Michoacan, Mexico.

Background:

The Woodland City Council named La Piedad, Michoacan, Mexico as its Sister City on February 15, 2005. This designation recognizes that many Woodland residents have family ties to La Piedad, another community with a rich agricultural heritage and comparable in size. Since the inception of the sister city concept, the city of Woodland has worked to strengthen the relationship between the City of La Piedad and celebrate the rich heritage and culture that exists between both cities.

In 2005, a delegation from La Piedad visited the City of Woodland, led by former La Piedad Mayor Arturo Torres, and again in 2009, led by the late Mayor Ricardo Guzman. During these visits, there were multiple community events to celebrate their visit and the rich Mexican heritage shared by both cities. The interest in expanding the collaboration and exchange of ideas between both cities has been mutual. Each of the delegations who visited Woodland toured a variety of city, county, and state agencies and programs to learn about the technology and strategies used to support public safety, education, library services, local government, and clean water technology. Other important benefits include the donation of buses for the underserved population in La Piedad, the development of a teacher exchange program between the local university and Woodland Joint Unified School District, donation of computers, and sustainable agricultural techniques developed by the University of California Davis.

In recent years, the city of La Piedad along with other local governments have made it a priority to help develop goals and strategies to build economic opportunities and develop environmental sustainability plans through educational, governmental, and business partnerships. The relationship was re-established last October when the City, in partnership with numerous community members and organizations, hosted a delegation of over 25 representatives from La Piedad and the region of Michoacán. During the delegation’s stay they were able to visit various governmental, educational, and business-related facilities offering them an opportunity to engage in a variety of topics including micro farming and ranching, public transportation, water treatment and management, and public safety. As a result of the connections made during the visit, many new relationships were established which have resulted in meaningful outcomes, such as the donation of up in surplus equipment from the Woodland Fire Department to the La Piedade Fire Department and an educational exchange on the topic of Slow Food with several of our local food entrepreneurs.

Discussion:

The City of Woodland will warmly welcome a delegation from La Piedad from October 4-8, 2023. At the Council meeting on September 19th, Mayor Fernandez and Council Member Vega along with members of the planning committee will provide further highlights of the activities for the upcoming visit.

Page 9 ends

Conclusion
Staff recommends that the City Council receive an update on the upcoming visit from its Sister City of La Piedad de Michoacan, Mexico.

Attachments:

1. Sister City Delegation - 2023 Itinerary

Page 10 ends

Sister City Itinerary | October 4 – 7, 2023
Michoacán Regional Delegation
Woodland, Yolo County, California
Wednesday, October 4th
Breakfast at Hotel
• 10:30am – Official Welcome Reception hosted by the City of Woodland o Visit City Departments: Woodland City Hall & Woodland Police Department • 12:00pm – Lunch hosted by Yolo County Supervisor Angel Barajas • 1:30-4:30pm – Tour Yolo County Facilities including Administration, Public Works & Elections • 5:00pm – Break at Hotel
• 6:00pm – Dinner at The Hive hosted by Josh Zeldner and Familia Thursday, October 5th
• 7:00am – Breakfast hosted by the Woodland Sunrise Rotary Club • 9:0am – Tour of Woodland/Davis Clean Water Agency – Water Resiliency Presentation • 11:00am – Tour of Durst Organic Farms
• 1:00pm – Lunch hosted by the City of Woodland
• 2:00 – 4:00pm Tour of Matchbook Winery (Grape Harvest) • 5:00pm – Farm City Dinner
Friday, October 6th
Breakfast at Hotel
• 8:30am – Beamer Elementary Presentation and Woodland Joint Unified School District • 11:00am – Breast Cancer Awareness Binational Walk with “Thriving Pink” (Beamer School walk) • 12:00pm – Lunch hosted by the Concilio of Yolo County at the Community and Senior Center • 1:30pm – Yolo County Superior Court visit hosted by Yolo Superior Court and Unity Bar of Yolo County
• 5:00pm – Yolo Farmworkers Festival in Downtown Woodland Saturday, October 7th
Breakfast at Hotel
• 8:30am – Holy Rosary New Church site blessing with Bishop Soto and Fr. Molina • 10:00am – Stroll Through History and Tour of Gable Mansion • 12:00pm – Lunch and tour of Woodland Fire Station #3 hosted by the WFD Association • 2:00pm – Rest time or Shopping
• 6:00pm – Dinner hosted by Dr. Artemio Pimentel

Page 11 ends

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: H.4
SUBJECT: National Hispanic Heritage Month
Recommendation for Action: Staff recommends that the City Council adopt a Proclamation recognizing September 15, 2023 through October 15, 2023 as National Hispanic Heritage Month in Woodland
Staff Contact:

Ana B. Gonzalez, City Clerk - 530.661.5806
Background:

Every year from September 15th to October 15th, we celebrate National Hispanic Heritage Month as a way to honor the distinctive histories and cultures of Hispanics in the U.S. and the many ways in which they have contributed to America’s development.

The 2023 National Hispanic Heritage Month theme, “Latinos: Driving Prosperity, Power, and Progress in America”, highlights the contributions of Hispanics to America’s economic, political, and social growth.

During National Latino Heritage Month we recognize the many contributions made and the important presence of Latino Americans in the United States, and celebrate their heritage and culture.

Attachments:

1. Proclamation National Hispanic Heritage Month 2023

Page 12 ends

CITY OF WOODLAND

PROCLAMATION
HISPANIC HERITAGE MONTH 2023
LATINOS: DRIVING PROSPERITY, POWER, AND PROGRESS IN AMERICA WHEREAS, Hispanic Heritage month was enacted into law on August 17, 1988 and the US celebrates from September 15 through October 15; and WHEREAS, the term Hispanic refers to communities from Spain and other Spanish-speaking countries, excluding Brazil; Latino refers to communities from Latin America; and Chicano refers to all Spanish-speaking and original Indigenous peoples who trace their heritage to Latin America and Africa; and WHEREAS, September 15 was selected as this celebration’s start date to coincide with the Independence Day celebrations of Costa Rica, El Salvador, Guatemala, Honduras, and Nicaragua. In addition, Mexico, Chile, and Belize observe their independence on September 16, 18, and 21, respectively; and WHEREAS, Chicano, Latino, and Hispanic people have had a profound and positive influence in the United States through their strong commitment to family, hard work, and public service, among many other qualities. They have enhanced our national character with traditions that reflect the diverse customs of their communities and Woodland is a more vibrant place because of them; and
WHEREAS, Chicano, Latino, and Hispanic people have and continue to serve as Civil Rights leaders, educators, public servants, business owners, activists, artists, colleagues, friends, and much more in our community and across the world; and WHEREAS, the State of California is home to 15 million Latinos; More than half the K-12 student population in California is Latino; and roughly 49% of Woodlanders identify as Hispanic or Latino; and
WHEREAS, the City of Woodland is proud to celebrate our Chicano, Latino, and Hispanic neighbors by partnering on an upcoming Downtown First Friday Craft Fair and Celebration on October 6, installing Papel Picado on First Street, hosting the second annual Yolo Growers and Farmworkers Festival, and more; and WHEREAS, even today, Chicano, Latino, and Hispanic people persist through discrimination and prejudice to build and grow their communities undeterred, and we remember those who have long led the ongoing movement for justice and equality.

WHEREAS, the theme for the 2023 Hispanic Heritage Month celebration is “Latinos: Driving Prosperity, Power, and Progress in America”. The theme recognizes the significant achievements of the Hispanic community in the economic and political industries; and NOW THEREFORE, BE IT RESOLVED that the City Council of Woodland proclaims the month beginning on September 15 and ending on October 15, 2023 as National Hispanic Heritage Month and encourages all Woodlanders to commemorate this occasion.

DATED: September 19, 2023
__________________________________________
Vicky Fernandez, Mayor
Tania Garcia-Cadena, Mayor Pro Tempore Tom Stallard, Council Member Mayra Vega, Council Member Rich Lansburgh, Council Member

Page 13 ends

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: H.5
SUBJECT: National Diaper Need Awareness Week Proclamation Recommendation for Action: Staff recommends that the City Council proclaim September 18 - 24, 2023 as National Diaper Need Awareness Week.

Discussion:

The National Diaper Bank Network leads (NDBN) a nationwide movement dedicated to helping individuals, children and families access the basic necessities they require to thrive and reach their full potential including clean, dry diapers, period supplies and other basic needs.

Launched in 2011 with the support of founding sponsor Huggies®, NDBN is dedicated to creating awareness, providing assistance and building community to #EndDiaperNeed in the US. Its active membership includes more than 300 basic needs banks serving local communities in all 50 US states, the District of Columbia and Puerto Rico.

Attachments:

1. National Diaper Need Awareness Week Proclamation

Page 14 ends

CITY OF WOODLAND

PROCLAMATION

RECOGNIZING DIAPER NEED AWARENESS WEEK
WHEREAS, one in three families in our communities experience diaper need, the condition of not having a sufficient supply of clean diapers to ensure that infants and toddlers are clean, dry and healthy; and WHEREAS, National Diaper Need Awareness Week is a signature initiative of the National Diaper Bank Network that provides individuals, organizations, communities, and elected officials the opportunity to engage in real talk and simple actions to eliminate diaper need; and WHEREAS, Yolo Diaper Bank was established in 2018 by a group of community volunteers to help end diaper need in our communities and has distributed over 300,000 diapers to agency partners in the past five years; and WHEREAS, by working together we can ensure that all babies have access to clean diapers and other basic necessities required for them to thrive and reach their full potential; and
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Woodland hereby proclaims the week of September 18 – 24, 2023 to be Diaper Need Awareness Week in Woodland, California.

Page 15 ends

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: H.6
SUBJECT: Public Works Quarterly Report
Recommendation for Action: Staff recommends that the City Council receive a presentation and accept the Public Works Quarterly Status Report for the period of June 2023 through August 2023.

Staff Contact:

Craig Locke, Public Works Director, 530-661-5899, [email protected] Background:

This quarterly report covers the period from June 2023 through August 2023. The report presents a summary of Service Requests and Work Orders received, and also contains a narrative description of major work performed and notable department highlights.

Conclusion:

Staff recommends that the City Council receive a presentation and accept the Public Works Quarterly Status Report for the period of June 2023 through August 2023.

Prepared by: Craig Locke, Public Works Director
Attachments:

1. June23-Aug23 PW Quarterly Report - Final

Page 16 ends

1 Quarterly Status Report
June 2023 through August 2023
Public Works Department
Service and Work Order Requests
For the Months of Jun. 23 – Aug 23
Division Service
Requests
Work
Orders
Electrical 71 73
Facilities 109 123
Fleet 290
Pretreatment 0 147
Sewer 36 332
Signs & Markings 9 91
Storm Drain 1 22
Streets 100 42
USAs 860 13
Water 738 420
WPCF 193
Grand Total 1,924 1,746
Working Days This Quarter = 65
Right-of-Way Division
Electrical - CIP/Development Projects:
• ROW Electrical Group is currently inspecting Gibson Rd rehab Traffic Signals, with each of the 5 Traffic Signals of Gibson & Cottonwood, West St. College, Coloma, and East St. running once again in normal operations.

Electrical – Traffic Signals:

Service Requests – Every time a request for
Public Works services is made by phone call,
written request, emailed request, or an actual
one-on-one request to a PW employee, a
‘Service Request’ is generated. This builds a
computerized record of all requests made.

Work Orders – A ‘Work Order’ is created each
time a work crew or individual is assigned a task
as a result of either service requests, pre-planned
maintenance projects, or by other situations as
they arise. This produces a database of work
accomplished and the time and materials it took
to do the work.

Total for Calendar Year 2023
Service Requests
3,410
Work Orders
4,344
30 Requests for Service per Day

Page 17 ends

2 • The ROW Electrical Group continues re-lamping with highly efficient LED signal lenses at various signal locations. The Group has replaced batteries at 11 existing solar radar feedback signs, and each has been confirmed operational. • Electrical Upgraded 4 traffic signal BBS invertors within existing battery backup cabinets.

Electrical - Street Lights:
• Electrical has continued to convert post top street light at the I5 overpass to highly efficient LED’s. Currently we have upgraded a total of 20 fixtures on County Road 102.

Electrical – Misc.
• Electrical Group completed repairs to Spring Lake Promenade Clock with new clock motors, clock hands, pedestal conduit, wiring, and new electronic programmable clock controller.
• Electrical Group upgraded the City Park Tennis Court lighting, to new high efficacy LED lighting.

Electrical- Industrial Electrical:
• The Industrial Electrical Group has completed underground and poured pedestals for the new EV charging station at Woodland Hotel Parking Lot. The project is nearing completion.
• Completed LED retrofit at the WPCF U.V. structure.
• Completed new Audio System Install at Brooks Pool.
• Installed new Motor Operated Valve (MOV) at the WPCF influent station. • Recycled water hydrostatic tank was repaired and a pressure sensor was added.

This will increase efficiency and reliability of our Recycled Water delivery.

Signs & Markings- Sign Knockdowns:
• The Signs Group repaired / replaced 7 knocked down sign this Quarter.

Signs & Markings:
• The Sign Group replaced 4 damaged Stop Signs, 4 School Signs that was faded on Oak and Elm, and 1 Pedestrian Crossing sign on Somerset.

Signs & Markings- New Signs Installed:
• The Sign Group installed 6 new No Parking Signs on Deaner Ave. Installed new Speed Limit Sign on Maxwell Ave.

Signs & Markings- Road Improvements:
• The Sign Group removed and replaced Raised Pavement Markers (RPMs) and thermo markings on W. Kentucky from West St to Ashley. We used 433 Reflectors and 1204 Buttons.
• Install new thermo on School Crosswalk at Beamer St and West St. • Cleaned 33 School crosswalks.

Page 18 ends

3 Streets - Sidewalk Replacement Project:
• The Streets Crew completed the sidewalk replacement annual project. This project encompassed total of 21 sidewalks locations with a total of 5296 sf of concrete replaced. Streets- Pothole Repair:
• The Streets Crew filled 56 pot holes using 3.74 tons of hydro. • Streets Group Skin Patching:
• The Streets Crew skin patched 13,752 sf of roadway at Bartlett Ave from College St to First St. We also skin patch126,803 sf from West St. to Ashley Ave. • Streets – Mastic:
• The Streets Crew used the mastic machine to seal the seams and edges on the W Kentucky Project. The crew used 964 boxes and put down 19,410 square feet of mastic.

Fleet & Facilities
• Fleet Services: Inventory system switch from turn based ordering system to bulk item ordering to save on cost and staff time.
• Fleet Services: Worked with PD and Enterprise Fleet Services on receiving new Interceptors well ahead of schedule proposed by upfit vendor • Fleet Services: Heavy Equipment Mech acquired new skill to upfit 11 new vehicles saving the City $1000 Per Vehicle.
• Fleet Services: Sustainability plan for a greener fleet started with Fellowship Intern Lydia Rice
• Fleet Services: Major Failure of Crane truck 10-100 identified by third party inspection. Remedied and put back into service
• Fleet Services: New GPS Implementation Plan finalized. Units to be installed during 4 th quarter
• Fleet Services: PD to take over majority of Acquisition process for heavily upfit vehicles.
• Facilities Services: HVAC Units at Library, City Hall, and CSD Scheduled for replacement.
• Facilities Services: Installed new remote viewing Camera at New City Hall Security Door in CM area.
• Facilities Services: HVAC Controls at Library upgraded to allow 24/7 Monitoring, unit output, and notifications/alarms to assist in overall health of HVAC units. • Facilities Services: MSC procured materials for City Staff to mitigate roof leaks that have plagued the facility for years. Application to start in 4th quarter • Facilities Services: Received quote to identify source of PD Boiler issue and associated remedies.

Public Works Admin
• Dominique Bonino was promoted to a well-deserved Administration Clerk III position after being the only consistent Admin for over a year.
• The Admin Team hired Julisa Pedroza as the Administration Clerk III, and Courtney Morgan as the Administration Clerk II.

Page 19 ends

4 • Lydia Rice, the Public Works Civic Fellow assisted in updating policies and procedures that are crucial to our everyday work life. She assisted the Public Works Management Analyst in creating alternative documents outlining our current practices that differed from existing policies that Public Works doesn’t have authority to update.
• The Admin Team also hosted Intern, Eliza Meyer this summer who helped Public Works get organized. She was our Swiss Army Knife, taking on any task given. • Admin Staff processed 1,580 invoices and 157 Cal Card receipts • Admin Staff answered 4,344 public calls with an average duration of 1 minutes and 57 second.

Utilities Collections - Sewer and Storm Divisions
Preventive Maintenance
• The Collection’s Division responded to 37 Service Requests with an average response time under 30 minutes. Crews performed routine inspections @ City Storm Lift Stations along with weed management on 15 miles of open Storm ditches. Preventive Maintenance Vac-con crews cleaned 96,205 feet of gravity mainline pipe. CCTV Van crews shadowed inspecting 47,929 feet this quarter.

Additionally, crews inspected 10,782 feet of lower sewer service laterals and rodded 169 feet of root intrusion. This effort greatly helps reduce sewer spills reporting only 2 in August & 0 for the months of June & July.

Operation & Maintenance
• Operation & Maintenance replaced 65 feet of sewer service laterals & 17 feet of sewer gravity mainline. Staff also installed 7 Sewer clean out access points at back of walk. In addition to replacing 78 feet of Storm pipe & two drain inlet boxes.

Personnel
• Kevin Eagle was promoted to Utility Maintenance Worker III on July 17th. Then on July 31st David Ruvalcaba, Gabe Macias, Luis Ramirez & Antonio Guevara started as Utility Maintenance Worker I/II. We are currently looking to backfill remaining two vacant positions in Autumn.

Projects
• Yolo Bypass West Levee storm culvert project making significant process. Matmor & Gum Ave is paved and iron is being raised. Future CIP 23-20 Homewood Dr.

Coloma Way project investigation is taking place. Reviewing video and launching laterals to determine all Sewer deficiencies. Performed punch list walk with inspector on Gibson Rd. Currently taking place is the ditch widening project of South Canal Ditch.
• Sanitary Sewer overflows: 2
• Lower Sewer Lateral Replacements: 11
• Sewer Service Requests: 36
• Storm Service Requests: 1
• Work Orders Generated: 354

Page 20 ends

5 Utilities - Water Production and Distribution Division • Wells: The City is currently receiving approx. 12.1 million Gallons a Day (MGD) from the T-plant. At 5am on Thursday 6-29-23 the T-plant experienced another electrical issue causing it to run on generator power for 21 days. The Plant is back on utility power, they needed to bring in a backup generator to its generator until that could be repaired. At the moment of power loss our system reacted properly due to the efforts of our operators and we made up the difference in demand by using our ASR wells (ran for 4 hrs). Well #30 needs the mechanical seal replaced and these mechanical seals are usually good for 7-10yrs. (that process has started) We can run this well if necessary but we shouldn’t need to unless we experience another power issue with the T-plant. Our annual generator maintenance and load bank testing is taking place next week. Issues with the homeless at Well#28 (Freeman Park) continue but as always Woodland PD has been very helpful & responsive. • Distribution Division: We had one employee transfer from the Sewer dept. on June 19th, we hired another fulltime UMWI on July 6th, and a UMWI temp this last month making us fully staffed again. On August 10th at 1030 the T-plant delivered us a water hammer causing three simultaneous breaks. All of the Water dept. worked together on making these repairs in a very timely matter minimizing impact to our customers. On July 15th, the devastating fires on Lincoln Ave occurred, our staff assisted the Fire Dept. by making sure all valves & hydrants were fully opened and that we were providing as much PSI as the system could handle. We are at the beginning stages of a water meter replacement project and are currently looking into leak detection technology within these meters. O & M continues to work towards our 2023 goals and we are on pace to meet and/or exceed them. • Preventive Maintenance: Our staff handles approx. 250-300 service requests a month. We’re currently wrapping up our annual hydrant maintenance program and will be shifting our efforts to our annual flushing program next quarter. Next quarter we will have completed our goals of the exercising of 2101 valves & painting/maintenance of 505 hydrants in 2023.
• Projects: CIP #22-04 6th & Archer has passed hydro-static and all bacteriological testing, new services and water mains have been connected with this project nearing completion. 400ft of 12” WM has passed all tests and has been connected on E. Main St. as well as the 8” Fire coming off of Matmor Rd. for the Sprouts project. Matmor Rd & Gum project has completed the FDR & paving with raising iron nearing completion. And everyone’s favorite Gibson Rd project is complete minus the final punchlist.
• Water Main Breaks Repaired: 12
• Water Main Valves, Fire Hydrants Replaced: 5
• Water Main Valves Exercised: 564

Page 21 ends

6 • Water Mains Abandoned: 150ft by Operations
• Water Quality Calls: 27 (mostly due to water softeners) • Fire Hydrants Annual Maintenance/Painted: 365
• Water Main Shutdowns: 41
• New Water Laterals Installed: 11
• Delinquent Accts Shutoff/On: 218
• Meters Tested: 296
• Meters Replaced: 73
Wastewater Operations Division
Laboratory:
• Laboratory complete performance testing and passed all required tests for this cycle. The Laboratory staff is working on updating the quality control manual for the lab ahead of the upcoming gap analyses visit schedule later this year to evaluate the current status of the TNI transition from ELAP (current state standards for Laboratory’s) to TNI. Laboratory staff tests hundreds of samples to monitor the influent and effluent water quality to make sure we stay within our NPDES permit requirements.

Pretreatment:
6/2023 thru 8/2023
Inspections Permitting/Outreach Sampling
118 37 4
• Pretreatment Staff continues to conduct residential public outreach door-to-door of “Fat Trappers” to our mobile home and apartment complex residents. Each household receives a small storage container and two disposable bags to dispose of used cooking oil. Along with that comes literature to teach residents on the proper disposal of Fats, Oils & Grease which includes the option to recycle it at our Wastewater Treatment plant for free as well as literature on not flushing items like Q-tips, feminine hygiene products, wipes and other products that can clog our sewer system. Pretreatment staff completed 4 local limits sample events this quarter.

Regulatory Compliance:
• Completed monthly and quarterly reports and submitted to the state.

Page 22 ends

7 Water Pollution Control Facility:
• Plant Operations: maintenance projects; repair the two mixer motors on basin #2 and #3, preparing to take a basin out of service for cleaning. UV system maintenance; replacing hydraulic hoses and associated fittings to insure proper operation of the system. Clarifier maintenance took Clarifier #4 out of service for preventative maintenance and cleaning, made the repair to fiberglass panels previously damaged by an earthquake that did not inhibit clarifier operation. • Recycled Water Delivery: Current production is averaging round 0.4 million gallons a day and total monthly delivery is averaging 13 million gallons. • Process Flows: This Quarter saw a total flow of 361 million gallons of influent, 326 million gallons of effluent. The plant produced 23 million gallons of recycled/reclaimed water, and sent 12 million gallons of sludge to south ponds for further processing.

Page 23 ends

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: H.7
SUBJECT: Carry-Over from FY2022/23 to FY2023/24
Unencumbered Appropriations
Recommendation for Action: Staff recommends that the City Council adopt Resolution No. _____, authorizing the carry-over of unencumbered appropriations from fiscal year 2022/23 to fiscal year 2023/24, totaling $5,072,669.

Staff Contact:

Karie Farnham, Management Analyst II (530) 661-5846, [email protected] Fiscal Impact:

Approval of the staff recommendations will authorize an amendment to the FY2023/24 budget in the amount of $5,072,669. Funding for carry-over items was previously approved as part of the FY2022/23 budget for specific projects and program expenditures and is available for reappropriation in FY2023/24.

The following table summarizes the recommended appropriations by fund source:

Background:

In general, annual budget appropriations that are not expended or encumbered (set-aside to cover costs of existing contractual obligations) by year-end revert back to fund balance and are subsequently available for reappropriation in future budgets. However, each year, selected funding allocations in the preceding annual budget that support specific projects and/or priority needs may be requested for reappropriation. Reappropriation of unexpended and unencumbered funding is typically limited to funding needed to continue multi-year projects as well as funding allocated in the budget for a specific purpose that was unable to be completed prior to year-end. Carry-over requests submitted by each department have been reviewed by finance staff and the City Manager, with recommendations to the City Council based on the following criteria:

1. The fund paying for the carry-over, overall, is in good health.

2. Revenue was analyzed at a fund and department level to ensure that revenues received were consistent with anticipated fiscal year results.

Page 24 ends

3. Expenditures were analyzed at a fund and department level to ensure expenditure budgets were not in excess of anticipated levels and that adequate savings exist to fund carry-over requests.

4. Consistency of carry-over request with intent of original appropriation.

Departments submitted a total of $6,299,321 in carry-over requests for the funds described herein.

However, due to the criteria outlined above and budget appropriation authority, staff is recommending that $5,072,669 be carried-over from FY2022/23 to FY2023/24. The detailed carryover requests that are recommended for approval are attached to this staff report as Exhibit A.

Discussion:

The carry-over recommendation consists of funding requests across six (6) fund types: General (includes Measure J), Internal Service Funds, Enterprise Funds, Special Revenue, Measure F, and Measure R.

Internal Service Fund: Various appropriations are being requested from Internal Service Funds totaling $799,044. Such requests include an appropriation of $28,700 to finalize payment of a 5-year plan for purchasing body-worn cameras for the Police Department, an appropriation of $35,000 to complete the installation of required Opticom transmitters on Fire apparatus, and an appropriation of $40,779 for a variety of facility maintenance needs. The majority request for funding is $694,565 for planned vehicle replacements in FY2022/23. However, due to availability and supply constraints, the vehicles were unable to be acquired until FY2023/24.

General Fund expenditure budgets include activities for regular General Fund operations, Measure J activities, as well as the budget for American Rescue Plan (ARP) Revenue Recovery Projects. The staff recommendation for carry-overs in the General Fund includes $1,541,763 for regular ongoing operations, $327,859 for Measure J activities, and $60,000 in ARP carry-overs. General Fund carryovers include items that have been noted as high priority by the City Council, such as funding for downtown improvement efforts, appropriations in support of economic development, code enforcement abatement, and animal services contract activities. Other carry-overs are for funding that was committed but not spent in the previous fiscal year, such as the funding for North Woodland annexation costs, special events, abandoned RV towing, parking lot upkeep, and other annual operations and maintenance expenses as well as building security upgrades.

Measure J carry-over items include $100,000 for Advance Peace, $5,944 for Books and Materials and $147,000 for Facility Security at the Library, as well as $74,915 in User Group Seed funding.

Funding for User Group Seed was identified and committed by the City Council as seed money to assist various community groups with fundraising for the build-out of the Sports Park at the Community Center; this continues to be carried forward until the user groups submit the required information.

ARP Revenue Recovery carry-over request includes previously approved Thermal Imaging Cameras for the Fire Department.

Enterprise Funds carry-over request is largely a continuation of environmental/sustainability funded activities to satisfy the requirements of Senate Bill (SB) 1383 Tier 2 Food Recovery Program.

Special Revenue Funds carry-over requests are largely funding related to grant programs that can span multiple fiscal years. Requested carry-overs include funding for First-Time Homebuyer Assistance, and environmental/sustainability grant funds.

Measure F includes carry-over requests for the Sidewalk Replacement Project as well as various

Page 25 ends

park projects for continuation into FY2023/24. Part of this funding is identified each year to carry out citywide park improvement projects. These are priority projects that include deferred maintenance and replacement of structures and amenities.

Measure R includes a minor carry-over request from the Police Department to support the Bridge to Success program in partnership with Yolo County Office of Education for at-risk youth.

Conclusion:

Staff recommends that the City Council adopt Resolution No. _____, authorizing the carry-over of unencumbered appropriations from fiscal year 2022/23 to fiscal year 2023/24, totaling $5,072,669.

Prepared by: Karie Farnham, Management Analyst II
Reviewed by: Evis Morales, Finance Officer
Attachments:

1. Exhibit A - Carryover Items

2. FY24 Carry-Over Budget Resolution

Page 26 ends

EXHIBIT A
Department Carry-over Item Description/Rationale Staff Recommendation Fund Name Administrative Services State Grant Legacy Disposal Grant funds will be spent in FY24 (year 2 of 2). $ 104,580 State Grants Fund Administrative Services SB 1383 Appropriation
Funding to be used in FY24 for Tier 2 Food Recovery program to satisfy City's requirements by calendar year 2024 per Senate Bill (SB) 1383. $ 113,453 Recycling Fund
Administrative Services SB 1383 Grant Senate Bill (SB) 1383 implementation (year 2 of 2). $ 96,941 State Grants Fund Administrative Services Electrify Yolo Project
SACOG grant to fund installation of Electric Vehicle charging stations. $ 6,055
Environmental
Compliance Fund
Administrative Services Animal Services FY23 Contract Delay in FY23 contract approval. Contract to be paid in FY24. $ 908,950 General Fund Administrative Services
Mid-Management $625 CarryoverCarryover balance for unused $625 in FY23 to be carried over in FY24 per MMPA bargaining unit MOU. $ 991 General Fund
Administrative Services City Hall Building Improvements Remaining Budget from FY23 to be used in FY24. $ 36,504 General Fund Administrative Services Advance Peace Advance Peace expanded services committed via Measure J. $ 100,000 General Fund-Measure J Community Development Building Inspection Funds appropriated in FY23 to be used in FY24. $ 51,080 General Fund Community Development Plan Check Funds appropriated in FY23 to be used in FY24. $ 8,142 General Fund Community Development Code Enforcement Funding
Funding to be used for clean-up and demolition of blighted properties. $ 20,995 General Fund
Community Development Economic Development Funding
Funding for special projects including business attraction and retention. $ 63,305 General Fund
Community Development Annexations Completion of annexation of various parcles in North Woodland $ 33,475 General Fund Community Services Downtown Improvements Downtown projects to continue in FY24. $ 7,159 General Fund Community Services Parking Lot Maintenance Maintenace of downtown parking lots will continue into FY24. $ 44,420 General Fund Community Services Sports Group Seed Funding
Seed funding for community projects to be carried-out at the Community Center/Sports Park. $ 74,915 General Fund-Measure J Community Services
First-Time Homebuyer
Assistance
First time homebuyer loan assistance program to continue in FY24. Funds cover loans for low-income households and costs of homebuyer consultant (income determinations, loan underwriting, and other services). $ 529,250 Home Grant Fund
Community Services
First-Time Homebuyer
Assistance
First time homebuyer loan assistance program to continue in FY24. Funds cover loans for low-income households and costs of homebuyer consultant (income determinations, loan underwriting, and other services). $ 210,000
Housing Assistance
Grants
Community Services Park Improvement Projects Parks projects funded in FY23 to continue in FY24. $ 1,023,321 Measure F Fire Department Radio Infrustructure Project Continuation of the Radio Infrustructure Project. $ 350,000 General Fund Fire Department
Thermal Imaging Camera
Replacements
Funding approved as part of ARP spending plan for Thermal Imaging Camera Replacement project. $ 60,000 General Fund - ARP Fire Department Opticom Installation Project
These funds will be used to complete installation of required opticom transmitters on fire apparatus in FY24. $ 35,000 Equipment Maintenance
Fund
Police Department Case Investigation Appropriation to fund out-of-state investigation operations. $ 7,742 General Fund Police Department Abandoned RV towing
Funding will allow for the continuation of the program and assist with towing needs in FY24. $ 9,000 General Fund
Police Department At-Risk Youth
In partnership with Yolo County Office of Education, funds appropriated for Police Chief to support Bridge to Success program. $ 6,250 Measure R
2022/23 BUDGET CARRYOVERS TO 2023/24

UNEMCUMBERED DEPARTMENT REQUESTS (DEPARTMENT DISCRETIONARY ITEMS)

Page 27 ends

EXHIBIT A
Department Carry-over Item Description/Rationale Staff Recommendation Fund Name Police Department Radio Maintenance
Funds approved in FY18 for 5 year radio replacement plan. Final invoice to be paid to Motorola in FY24. $ 28,700 Self Insurance Fund Police Department OTS STEP Grant 4th Quarter of Federal grant which expires on 09/30/2023. $ 47,840 State Grants Fund Police Department Officer Wellness Grant
Remaining State grant funds for expenditures to be incurred in FY24. $ 26,304
Other Federal Grants
Fund
Police Department Homeland Security Grant
Radios for Police Department ordered yet pending delivery.

Federal grant funding to cover multi-year purchases. $ 103,734 Other Federal Grants
Fund
Police Department BHJIS Grant
Funding by State grant for second Co-Responder approved in FY23. $ 13,644
Other Federal Grants
Fund
Police Department State Grant
Purchase of required items from State Grant funded in FY23 and to continue in FY24. $ 632 Opiod Fund
Library Books and Materials Unspent books and materials funding approved in FY23. $ 5,944 General Fund-Measure J Library Facility Security Project
Funds to complete facility security project (key card door locks) approved in FY23. $ 147,000 General Fund-Measure J
Public Works Vehicle Purchases
Remaining funds approved in FY23 for vehicle replacement. All planned replacements were not possible due to supply and availability constraints. $ 694,565
Equipment Replacement
Fund
Public Works Facility Maintenance
Remaining funds approved in FY23 for a variety of facility maintenance needs. $ 40,779
Facility Replacement
Fund
Public Works
Measure F Sidewalk
Replacement Project
Sidewalk Replacement project funded in FY23 to continue in FY24. $ 50,000 Measure F
Public Works
Sidewalk Replacement Project
and Work Program Services
Partial funds to assist Sidewalk Replacement project with the majority of funding to pay for Contracted Work Program Services with Yolo County Probation Department for services rendered in 4th quarter of FY23. $ 12,000 Gas Tax Fund
Fund Summary Amount
Internal Service Funds $ 799,044
General Fund $ 1,929,621
Enterprise Funds $ 113,453
Special Revenue Funds $ 1,150,979
Measure F $ 1,073,321
Measure R $ 6,250
$ 5,072,669

Page 28 ends

RESOLUTION NO: __________________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WOODLAND APPROVING AMENDMENTS TO THE FISCAL YEAR 2023-2024 ANNUAL BUDGET WHEREAS, a balanced annual budget for the City of Woodland was prepared for fiscal year 2023-2024 and adopted by the City Council on June 20, 2023; and WHEREAS, the adopted budget also includes the fiscal year 2023-2024 budgets for the Woodland Finance Authority and the Successor Agency to the former Woodland Redevelopment Agency; and
WHEREAS, the budget for Capital Improvement Plan for fiscal year 2023-2024 has been prepared; and
WHEREAS, an amended annual budget has been prepared for fiscal year 2023-2024; and WHEREAS, all appropriations for the prior fiscal year shall lapse at the end of fiscal year 2023-2024 and any remaining amounts shall be credited against their respective fund balances, except for:
a. Any unexpended but encumbered amounts for specific orders outstanding at the end of the Fiscal Year, and
b. Any appropriations for incomplete capital projects at the end of fiscal year 2023-2024; and
WHEREAS, for these exceptions, such carry-overs may be made without further City Council action,

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WOODLAND HEREBY RESOLVES:

Section 1. The 2023-2024 Annual Amended Budget is hereby adjusted to include supplemental appropriations totaling $5,072,669 shown in Exhibit A.

Section 2. Appropriations are hereby made at the individual fund level. The City Manager and Finance Officer are authorized to make budgetary transfers within an individual fund, so long as total appropriations for such fund remain unchanged. Interfund loans and/or transfers necessary to support fund level appropriations are hereby approved and authorized. Any changes to total fund level appropriations require further Council action.

Section 3. The City Manager and Finance Officer are hereby authorized to implement this resolution, including issuing the 2023-2024 Amended Budget, together with any non-substantive corrections to the proposed budget adopted by this Council.

PASSED AND ADOPTED by the City Council this 19th day of September 2023 by the following vote:

Page 29 ends

RESOLUTION NO: __________________
AYES:

NOES:

ABSENT:

ABSTAIN:

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

Page 30 ends

TO: THE HONORABLE MAYOR AND CITY COUNCIL
AGENDA: City Council Regular Meeting
DATE: September 19, 2023
ITEM #: H.8
SUBJECT: Woodland Research and Technology Park Specific Plan - Second Reading for Prezoning and
Development Agreements
Recommendation for Action: Staff recommends that the City Council conduct a second reading and adopt the following ordinances:

1. Ordinance No. 1707, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Anne-Elizabeth Beeman and Bullseye Land Company, LLC.

2. Ordinance No. 1708, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Costalotta Partners, LLC.

3. Ordinance No. 1709, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Thomas C. Heaton and Olga Chengaeva.

4. Ordinance No. 1710, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Sewmawpaw Woodland, LLC.

5. Ordinance No. 1711, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Spencer Revocable Living Trust.

6. Ordinance No. 1712, Establishing Zoning Designations (Prezoning) for the Woodland Research and Technology Park Specific Plan, adding Chpater 17.04.070, Woodland Research and Technology Park Specific Plan, to the City of Woodland Municial Code, Title 17, and Amending the City of Woodland Zoning Map to indicate thereon the zoning applicable to the Woodland Research and Technology Park Specific Plan.

Staff Contact:

Erika Bumgardner, Principal Planner, (530) 661-5886, [email protected] Fiscal Impact:

Application and Processing of Specific Plan – As directed by City Council, the City entered into an Agreement for Advance of Funds with the project applicant in August 2017. The project applicant covered staff time, city attorney fees, and consultant costs associated with processing the application and Specific Plan through the funding agreement.

Fiscal Impact Analysis – As part of the project evaluation, a Fiscal Impact Analysis was prepared by consulting firm, BAE Urban Economics, to identify the net fiscal impact of the project on the city.

The analysis includes an evaluation of both anticipated City expenditures to provide ongoing services to the residents and employees of the WRTP Plan Area, and expected revenues anticipated if development occurs in line with the Specific Plan development projections. A detailed summary of anticipated revenue, expenditures, and net fiscal impact is provided in the Fiscal Impact Detailed Summary section of this report, as well as in the attached Fiscal Impact Analysis Memorandum (Attachment 24).

In brief, the total General Fund expenditures to support the full buildout of the WRTP amounts to nearly $4.5 million annually. The largest share of these costs is associated with police and fire services. Annual revenues to the City of Woodland General Fund by project buildout are projected at roughly $5.2 million. A majority of these revenues are associated with property-related taxes,

Page 31 ends

including direct property tax and In Lieu of Vehicle License Fee (ILVLF) revenues, as well as sales tax.

At full build out of the Plan Area, the development is projected to generate an annual General Fund surplus of nearly $740,000.

Background:

At its September 5, 2023 meeting, the City Council introduced and waived the first reading of an Ordinance adopting Prezoning for the Woodland Research and Technology Park (WRTP) Specific Plan area and approving and authorizing execution of Development Agreements by and between the City of Woodland and 1) Anne-Elizabeth Beeman and Bullseye Land Company, LLC, 2) Costalotta Partners, LLC, 3) Sewmawpaw Woodland, LLC, 4) Spencer Revocable Living Trust, and 5) Thomas C. Heaton and Olga Chengaeva, for the Woodland Research and Technology Park Specific Plan Project.

A “Prezone” is a zoning designation, formally adopted by a city, that applies to property outside city limits. The applicant is proposing zoning designations that are compatible with the proposed WRTP commercial, residential, and parks and open space development. The proposed zoning designations are provided in Attachment 1.

On September 5, 2023, the City Council approved a Resolution requesting that the Yolo Local Agency Formation Commission (LAFCo) process an annexation application for the WRTP Plan Area / General Plan Area SP-1A. The resolution specifically directs the City Manager to file an annexation application with Yolo LAFCo to initiate this process. Following Yolo LAFCo approval, the city boundary will be amended to incorporate the Specific Plan Area in to the city limit and the adopted Prezoning will become the established zoning for this newly annexed area.

A Development Agreement is a contract between the developer and a city that identifies the development standards and conditions that will apply for the life of the project. Such Agreements provide two primary benefits. For the benefit of the applicant/owner, they allow a project with multiple phases and a several-year build out to “vest” to the standards identified in the Agreement. This reduces the risk that unexpected regulations will be enacted before completion of the project. For the benefit of the city, the Agreement allows for improvements, programs and financial obligations of the project applicant/owner resulting in greater community benefit than would otherwise be achieved through the land use regulatory process.

In order to specify the manner in which the necessary infrastructure, public facilities, and other programs or services as provided in the Specific Plan will be constructed and/or operated and financed, among other matters, the City and the project applicant/ownership group have entered into Development Agreements (Attachments 7-11). The terms and conditions of the Development Agreements are consistent with the goals and policies of the Specific Plan. Key provisions of the WRTP Development Agreement are summarized below including: Term of Agreement; Promoting Jobs; Food & Ag-Tech / Life Science Incubator; Affordable Housing Obligation; School Site Reservation; Community Facilities District Obligation; Build-to-Rent Limitations.

Conclusion:

Staff recommends that the City Council conduct a second reading and adopt the following ordinances:

1. Ordinance No. 1707, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Anne-Elizabeth Beeman and Bullseye Land Company, LLC.

2. Ordinance No. 1708, Approving the Woodland Research and Technology Park Development

Page 32 ends

Agreement by and between the City of Woodland and Costalotta Partners, LLC.

3. Ordinance No. 1709, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Thomas C. Heaton and Olga Chengaeva.

4. Ordinance No. 1710, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Sewmawpaw Woodland, LLC.

5. Ordinance No. 1711, Approving the Woodland Research and Technology Park Development Agreement by and between the City of Woodland and Spencer Revocable Living Trust.

Prepared by: Erika Bumgardner, Principal Planner
Reviewed by: Brent Meyer, Community Development Director / City Engineer Attachments:

1. Ordinance No. 1707 - Ordinance - Anne-Elizabeth Beeman and Bullseye Land Company LLC Development Agreement

2. Ordinance No. 1708 - Ordinance - Costalotta Partners LLC Development Agreement

3. Ordinance No. 1709 - Ordinance - Thomas Heaton and Olga Chengaeva Development Agreement

4. Ordinance No. 1710 - Ordinance - Sewmawpaw Woodland LLC Development Agreement

5. Ordinance No. 1711 - Ordinance - Spencer Revocable Living Trust Development Agreement

6. Ordinance No. 1712 - Prezoning

7. WRTP Development Agreement - Bullseye Land Company LLC and Anne Elizabeth Beeman

8. WRTP Development Agreement - Costalotta Partners, LLC

9. WRTP Development Agreement - Thomas C. Heaton and Olga Chengaeva 10 .

WRTP Development Agreement - Sewmawpaw Woodland LLC
11 .

WRTP Development Agreement - Spencer Rev. Living Trust

Page 33 ends

ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WOODLAND

APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT
AGREEMENT BY AND BETWEEN THE CITY OF WOODLAND AND ANNEELIZABETH BEEMAN AND BULLSEYE LAND COMPANY, LLC, FOR THE

WOODLAND RESEARCH AND TECHNOLOGY PARK SPECIFIC PLAN PROJECT APN: 041-020-042
WHEREAS, On March 6, 2017, the City received Planning Application PLNG170017 for the Woodland Research and Technology Park (“WRTP”) Specific Plan (“Specific Plan”).

The project, initiated by the majority landowner within the Specific Plan area boundary and in communication with the remaining three property owners, encompasses 351 acres southwest of Farmer’s Central Road and Harry Lorenzo Avenue, east of State Route 113 (SR 113) (”Specific Plan Area”); and
WHEREAS, the Specific Plan Area is located outside of but adjoins the current corporate boundary of the City; and
WHEREAS, pursuant to Government Code Section 65864 et seq., the City of Woodland (“City”) is authorized to enter into development agreements providing for the development of land under the terms and conditions set forth herein; and
WHEREAS, the City has found that development agreements strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and WHEREAS, Anne-Elizabeth Beeman and Bullseye Land Company, LLC (collectively, “Owner”) proposes to annex certain real property located in the Specific Plan Area and in Yolo County (“Property”) into the City of Woodland; as more particularly described in the Development Agreement, attached hereto as Exhibit A and incorporated herein by reference, to be developed for uses consistent with the land use designations for the Property in the Specific Plan (the “Project”); and
WHEREAS, Developer’s interest in the Property constitutes a legal or equitable interest in real property pursuant to Government Code Section 65865; and WHEREAS, Developer proposes the Project to achieve the goals of the City’s General Plan (“General Plan”); and
WHEREAS, the City desires timely, efficient, orderly, and proper development of the Project in furtherance of the goals of the General Plan; and

Page 34 ends

WHEREAS, the City Council has found that the Development Agreement is consistent with the City’s General Plan; and
WHEREAS, because of the logistics, magnitude of the expenditure, and considerable lead time that is a prerequisite to planning and developing the Project, the Developer requires assurances that the Project can proceed without disruption caused by a change in the City’s planning policies and requirements, except as provided in the Development Agreement, which assurances will thereby reduce the actual or perceived risk of planning for and proceeding with future development within the annexation area; and
WHEREAS, City has determined that by entering into the Development Agreement, City will (i) promote orderly growth and quality development on the Property in accordance with the goals and policies set forth in the General Plan and (ii) benefit from increased development opportunities; and
WHEREAS, it is the intent of the City and Developer to establish certain conditions and requirements related to future review and development resulting from the proposed annexation of land; and
WHEREAS, the City and Developer have reached mutual agreement and desire to voluntarily enter into the Development Agreement to facilitate future development, subject to conditions and requirements set forth herein; and the Planning Commission recommended that the City Council approve the requested General Plan amendment, Prezoning application, annexation, and the Development Agreement; and
WHEREAS, the terms and conditions of the Development Agreement have undergone review by the City at publicly noticed hearings and have been found to be fair, just, and reasonable, and consistent with the General Plan. Further, the City Council finds that (i) the economic interests of the City’s citizens and the public health, safety, and welfare will be best served by entering into the Development Agreement; (ii) the Development Agreement is consistent with the General Plan; (iii) the Development Agreement is in conformance with the public convenience, general welfare, and good land use practice; (iv) the Development Agreement will not be detrimental to the public health, safety, or general welfare; and (v) the Development Agreement will not adversely affect the orderly development or the preservation of property values for the Property or any other property; and
WHEREAS, the City determined that the Project is subject to the California Environmental Quality Act (“CEQA”), Public Resources Code Section 21000 et seq.; and WHEREAS, an Environmental Impact Report (EIR) was prepared by the City for the entirety of the Specific Plan, which includes the Project, and on June 16, 2017, the City released a Notice of Preparation for the EIR; and
WHEREAS, on May 14, 2021, the City released a Notice of Availability for the EIR, collecting public comments through July 2, 2021; and

Page 35 ends

WHEREAS, the Planning Commission held a duly noticed public hearing on June 17, 2021, as required by law to consider all of the information presented by staff and public testimony presented in writing; and
WHEREAS, the Planning Commission held a duly-noticed public hearing on August 17, as required by law to consider all of the information presented by staff, information presented by the Owners/Applicants, and public testimony presented in writing and at the meeting and voted 5-0 to recommend City Council approve the proposed WRTP Specific Plan, Development Agreements and related documents; and
WHEREAS, the City Council held a duly-noticed public hearing on September 5, as required by law to consider all of the information presented by staff and public testimony presented in writing and at the meeting; and
WHEREAS, by Resolution adopted on September 5, 2023, prior to adoption of this Resolution, the City Council adopted certain CEQA Findings regarding the Specific Plan EIR and its evaluation of the WRTP Specific Plan, certified the Specific Plan EIR as adequate in accordance with CEQA, recognized certain environmental impacts of the WRTP Specific Plan as significant and unavoidable despite feasible mitigation measures, adopted a Statement of Overriding Considerations concluding that approval of the WRTP Specific Plan is appropriate despite such impacts, and adopted the Specific Plan MMRP.

WHEREAS, a Notice of Public Hearing was mailed to properties within a 600-foot radius of the WRTP Specific Plan Area and to other parties on August 25, 2023, and duly published in the Woodland Daily Democrat on August 27 and September 1, 2023, providing notice of the City Council’s September 5, 2023, public hearing regarding the WRTP Specific Plan including City Council consideration of the Development Agreement; and WHEREAS, on September 5, 2023 the City Council conducted a public hearing pursuant to Government Code section 65867, for which not less than ten (10) days’ notice was provided in accordance with Government Code sections 65090 and 65091, at which hearing all persons wishing to testify in connection with the Development Agreement were heard and at which time the Development Agreement was comprehensively reviewed; and NOW, THEREFORE, the City Council of the City of Woodland does hereby ordain as follows:

Section 1. The City Council hereby incorporates the findings and recitals set forth in the Development Agreement, a copy of which is attached hereto as “Exhibit A” and incorporated herein by this reference.

Section 2. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council finds this Ordinance promotes the public health, safety, and welfare of the community because the Development Agreement will permit land uses that best reflect the community needs and will allow for the most logical and efficient development of the real property governed by the Development Agreement in the City.

Page 36 ends

Section 3. The City Council hereby incorporates by reference the recitals set forth herein and adopts those recitals as its own as though fully set forth in this Ordinance. Pursuant to Government Code section 65867.5(b) and based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the Development Agreement will continue to result in the development of the Property at the intensity and density allowed under the General Plan and with the restrictions and standards set forth in the City’s Municipal Code and the Development Agreement. The Development Agreement is consistent with the objectives, general land uses, and programs specified in the General Plan because:
(a) The Development Agreement is consistent with the General Plan and will not be detrimental to the health, safety, and general welfare of persons residing in the immediate area of the development nor will the Agreement be detrimental or injurious to the general welfare of the residents of the City as a whole;
(b) The Development Agreement will not adversely affect the orderly development of property or the preservation of property values; and
(c) The Development Agreement is consistent with the provisions of Government Code sections 65864 through 65869.5.

Section 4. The City Council hereby expressly determines that all of the procedures of the California Environmental Quality Act, Public Resources Code § 21000 et seq. (“CEQA”) have been met with respect to the Development Agreement because:
(a) The Council has adopted Resolution No , adopting Findings of Fact and a Statement of Overriding Considerations, certifying the Final Revised Environmental Impact Report (“Final EIR”) (SCH # 2017062042), adopting a mitigation monitoring and reporting program, and approving the proposed project, in accordance with the provisions of CEQA, the State CEQA Guidelines at 14 CCR 15000 et seq., and the City of Woodland’s procedures for implementing CEQA.
(b) Prior to approving the Development Agreement, the City Council considered the Final EIR, and all related documents, as well as any comments received during the environmental document's public review period.

Section 5. The City Council hereby approves the Development Agreement in substantially the form presented to the City Council, together with such non-substantive amendments as may be approved by both the City Manager and the City Attorney to effect execution of the Development Agreement.

Section 6. The City Council hereby authorizes the City Manager to execute the Development Agreement on behalf of the City, and authorizes City staff to take any action and execute any and all necessary documents to implement the Development Agreement.

Section 7. The City Clerk shall cause to be recorded with the Yolo County Recorder a copy of the executed Development Agreement within ten (10) days following execution thereof.

Page 37 ends

Section 8. The City Clerk shall certify to the adoption of this Ordinance and shall cause a summary thereof to be published in the Daily Democrat, a newspaper of general circulation, printed and published in the City of Woodland and County of Yolo, at least five (5) days prior to the meeting at which the proposed ordinance is to be adopted and shall post a certified copy of the proposed ordinance in the office of the City Clerk, and within fifteen (15) days of its adoption, shall cause a summary of it to be published, including the vote for and against the same, and shall post a certified copy of the adopted ordinance in the office of the City Clerk, in accordance with California Government Code section 36933. This Ordinance shall take effect thirty (30) days after its adoption.

INTRODUCED AND FIRST READ at a regular meeting of the City Council of the City of Woodland, California on the 5th day of September, 2023, and thereafter PASSED AND ADOPTED by the City Council on ___________, 2023 by the following vote:

INTRODUCED:

ADOPTED:

EFFECTIVE:

AYES:

NOES:

ABSTAIN:

ABSENT:

_______________________________________
Vicky Fernandez, Mayor
ATTEST:
_____________________________________
Ana B. Gonzalez, City Clerk

APPROVED AS TO FORM
_____________________________________
Ethan Walsh, City Attorney
Date Signed: ___________________________

Page 38 ends

Exhibit A – Development Agreement

Page 39 ends

Exhibit A – Development Agreement
[Insert Development Agreement]

Page 40 ends

ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WOODLAND

APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF WOODLAND AND COSTALOTTA

PARTNERS, LLC, FOR THE WOODLAND RESEARCH AND TECHNOLOGY PARK

SPECIFIC PLAN PROJECT
APN: 041-020-043 AND 041-080-022
WHEREAS, On March 6, 2017, the City received Planning Application PLNG170017 for the Woodland Research and Technology Park (“WRTP”) Specific Plan (“Specific Plan”).

The project, initiated by the majority landowner within the Specific Plan area boundary and in communication with the remaining three property owners, encompasses 351 acres southwest of Farmer’s Central Road and Harry Lorenzo Avenue, east of State Route 113 (SR 113) (”Specific Plan Area”); and
WHEREAS, the Specific Plan Area is located outside of but adjoins the current corporate boundary of the City; and
WHEREAS, pursuant to Government Code Section 65864 et seq., the City of Woodland (“City”) is authorized to enter into development agreements providing for the development of land under the terms and conditions set forth herein; and
WHEREAS, the City has found that development agreements strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and WHEREAS, Costalotta Partners, LLC (“Owner”) proposes to annex certain real property located in the Specific Plan Area and in Yolo County (“Property”) into the City of Woodland; as more particularly described in the Development Agreement, attached hereto as Exhibit A and incorporated herein by reference, to be developed for uses consistent with the land use designations for the Property in the Specific Plan (the “Project”); and WHEREAS, Developer’s interest in the Property constitutes a legal or equitable interest in real property pursuant to Government Code Section 65865; and WHEREAS, Developer proposes the Project to achieve the goals of the City’s General Plan (“General Plan”); and
WHEREAS, the City desires timely, efficient, orderly, and proper development of the Project in furtherance of the goals of the General Plan; and

Page 41 ends

Page 42 ends

Page 43 ends

Section 7. The City Clerk shall cause to be recorded with the Yolo County Recorder a copy of the executed Development Agreement within ten (10) days following execution thereof.

Page 44 ends

INTRODUCED:

ADOPTED:

EFFECTIVE:

AYES:

NOES:

ABSTAIN:

ABSENT:

_______________________________________
Vicky Fernandez, Mayor
ATTEST:
_____________________________________
Ana B. Gonzalez, City Clerk

APPROVED AS TO FORM
_____________________________________
Ethan Walsh, City Attorney
Date Signed: ___________________________

Page 45 ends

Exhibit A – Development Agreement

Page 46 ends

Exhibit A – Development Agreement
[Insert Development Agreement]

Page 47 ends

ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WOODLAND

APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF WOODLAND AND THOMAS

HEATON AND OLGA CHENGAEVA FOR THE WOODLAND RESEARCH AND

TECHNOLOGY PARK SPECIFIC PLAN PROJECT
APN: 041-020-030 AND 041-020-031
WHEREAS, On March 6, 2017, the City received Planning Application PLNG170017 for the Woodland Research and Technology Park (“WRTP”) Specific Plan (“Specific Plan”).

The project, initiated by the majority landowner within the Specific Plan area boundary and in communication with the remaining three property owners, encompasses 351 acres southwest of Farmer’s Central Road and Harry Lorenzo Avenue, east of State Route 113 (SR 113) (”Specific Plan Area”); and
WHEREAS, the Specific Plan Area is located outside of but adjoins the current corporate boundary of the City; and
WHEREAS, pursuant to Government Code Section 65864 et seq., the City of Woodland (“City”) is authorized to enter into development agreements providing for the development of land under the terms and conditions set forth herein; and
WHEREAS, the City has found that development agreements strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and WHEREAS, Thomas Heaton and Olga Chengaeva (collectively, “Owner”) proposes to annex certain real property located in the Specific Plan Area and in Yolo County (“Property”) into the City of Woodland; as more particularly described in the Development Agreement, attached hereto as Exhibit A and incorporated herein by reference, to be developed for uses consistent with the land use designations for the Property in the Specific Plan (the “Project”); and WHEREAS, Developer’s interest in the Property constitutes a legal or equitable interest in real property pursuant to Government Code Section 65865; and WHEREAS, Developer proposes the Project to achieve the goals of the City’s General Plan (“General Plan”); and
WHEREAS, the City desires timely, efficient, orderly, and proper development of the Project in furtherance of the goals of the General Plan; and

Page 48 ends

Page 49 ends

Page 50 ends

Section 7. The City Clerk shall cause to be recorded with the Yolo County Recorder a copy of the executed Development Agreement within ten (10) days following execution thereof.

Page 51 ends

INTRODUCED:

ADOPTED:

EFFECTIVE:

AYES:

NOES:

ABSTAIN:

ABSENT:
_______________________________________
Vicky Fernandez, Mayor
ATTEST:
_____________________________________
Ana B. Gonzalez, City Clerk

APPROVED AS TO FORM
_____________________________________
Ethan Walsh, City Attorney
Date Signed: ___________________________

Page 52 ends

Exhibit A – Development Agreement

Page 53 ends

Exhibit A – Development Agreement
[Insert Development Agreement]

Page 54 ends

ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WOODLAND

APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF WOODLAND AND SEWMAWPAW

WOODLAND LLC FOR THE WOODLAND RESEARCH AND TECHNOLOGY PARK

SPECIFIC PLAN PROJECT
APN: 041-020-017
WHEREAS, On March 6, 2017, the City received Planning Application PLNG170017 for the Woodland Research and Technology Park (“WRTP”) Specific Plan (“Specific Plan”).

The project, initiated by the majority landowner within the Specific Plan area boundary and in communication with the remaining three property owners, encompasses 351 acres southwest of Farmer’s Central Road and Harry Lorenzo Avenue, east of State Route 113 (SR 113) (”Specific Plan Area”); and
WHEREAS, the Specific Plan Area is located outside of but adjoins the current corporate boundary of the City; and
WHEREAS, pursuant to Government Code Section 65864 et seq., the City of Woodland (“City”) is authorized to enter into development agreements providing for the development of land under the terms and conditions set forth herein; and
WHEREAS, the City has found that development agreements strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and WHEREAS, Sewmawpaw Woodland, LLC (“Owner”) proposes to annex certain real property located in the Specific Plan Area and in Yolo County (“Property”) into the City of Woodland; as more particularly described in the Development Agreement, attached hereto as Exhibit A and incorporated herein by reference, to be developed for uses consistent with the land use designations for the Property in the Specific Plan (the “Project”); and WHEREAS, Developer’s interest in the Property constitutes a legal or equitable interest in real property pursuant to Government Code Section 65865; and WHEREAS, Developer proposes the Project to achieve the goals of the City’s General Plan (“General Plan”); and
WHEREAS, the City desires timely, efficient, orderly, and proper development of the Project in furtherance of the goals of the General Plan; and

Page 55 ends

Page 56 ends

Page 57 ends

Section 7. The City Clerk shall cause to be recorded with the Yolo County Recorder a copy of the executed Development Agreement within ten (10) days following execution thereof.

Page 58 ends

INTRODUCED:

ADOPTED:

EFFECTIVE:

AYES:

NOES:

ABSTAIN:

ABSENT:
_______________________________________
Vicky Fernandez, Mayor
ATTEST:
_____________________________________
Ana B. Gonzalez, City Clerk

APPROVED AS TO FORM
_____________________________________
Ethan Walsh, City Attorney
Date Signed: ___________________________

Page 59 ends

Exhibit A – Development Agreement

Page 60 ends

Exhibit A – Development Agreement
[Insert Development Agreement]

Page 61 ends

ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WOODLAND

APPROVING AND AUTHORIZING EXECUTION OF A DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF WOODLAND AND SPENCER

REVOCABLE LIVING TRUST FOR THE WOODLAND RESEARCH AND

TECHNOLOGY PARK SPECIFIC PLAN PROJECT
APN: 041-020-010
WHEREAS, On March 6, 2017, the City received Planning Application PLNG170017 for the Woodland Research and Technology Park (“WRTP”) Specific Plan (“Specific Plan”).

The project, initiated by the majority landowner within the Specific Plan area boundary and in communication with the remaining three property owners, encompasses 351 acres southwest of Farmer’s Central Road and Harry Lorenzo Avenue, east of State Route 113 (SR 113) (”Specific Plan Area”); and
WHEREAS, the Specific Plan Area is located outside of but adjoins the current corporate boundary of the City; and
WHEREAS, pursuant to Government Code Section 65864 et seq., the City of Woodland (“City”) is authorized to enter into development agreements providing for the development of land under the terms and conditions set forth herein; and
WHEREAS, the City has found that development agreements strengthen the public planning process, encourage private participation in comprehensive planning by providing a greater degree of certainty in that process, reduce the economic costs of development, allow for the orderly planning of public improvements and services, allocate costs to achieve maximum utilization of public and private resources in the development process, and ensure that appropriate measures to enhance and protect the environment are achieved; and WHEREAS, Spencer Revocable Living Trust (“Owner”) proposes to annex certain real property located in the Specific Plan Area and in Yolo County (“Property”) into the City of Woodland; as more particularly described in the Development Agreement, attached hereto as Exhibit A and incorporated herein by reference, to be developed for uses consistent with the land use designations for the Property in the Specific Plan (the “Project”); and WHEREAS, Developer’s interest in the Property constitutes a legal or equitable interest in real property pursuant to Government Code Section 65865; and WHEREAS, Developer proposes the Project to achieve the goals of the City’s General Plan (“General Plan”); and
WHEREAS, the City desires timely, efficient, orderly, and proper development of the Project in furtherance of the goals of the General Plan; and

Page 62 ends

Page 63 ends

Page 64 ends

Section 7. The City Clerk shall cause to be recorded with the Yolo County Recorder a copy of the executed Development Agreement within ten (10) days following execution thereof.

Page 65 ends

INTRODUCED:

ADOPTED:

EFFECTIVE:

AYES:

NOES:

ABSTAIN:

ABSENT:
_______________________________________
Vicky Fernandez, Mayor
ATTEST:
_____________________________________
Ana B. Gonzalez, City Clerk

APPROVED AS TO FORM
_____________________________________
Ethan Walsh, City Attorney
Date Signed: ___________________________

Page 66 ends

Exhibit A – Development Agreement

Page 67 ends

Exhibit A – Development Agreement
[Insert Development Agreement]

Page 68 ends

ORDINANCE NO. ________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WOODLAND ADOPTING

PREZONING FOR THE WOODLAND RESEARCH AND TECHNOLOGY PARK SPECIFIC

PLAN PROJECT
APN: 041-080-022; 041-020-010, -017, -030, -031, -042, -043 WHEREAS, On March 6, 2017, the City received Planning Application PLNG170017 for the Woodland Research and Technology Park (“WRTP”) Specific Plan (“Specific Plan”). The project, initiated by the majority landowner within the Specific Plan area boundary and in communication with the remaining three property owners, encompasses 351 acres southwest of Farmer’s Central Road and Harry Lorenzo Avenue, east of State Route 113 (SR 113); and WHEREAS, the boundaries of the Specific Plan (the “Project Area”) are located outside of but adjoins the current corporate boundary of the City; and WHEREAS, the City adopted an extensive General Plan update in May 2017, which designated the 351 acre project site as Specific Plan Area 1A (SP-1A); and WHEREAS, the 2035 General Plan envisions SP-1A (and SP-1B) to develop as “mixed-use neighborhoods anchored by a research and technology business park in the ‘Southern Gateway;’ and WHEREAS, General Plan Land Use Policy 2.L.2 directs the development of SP-1A as a mixedresidential district anchored by a research and technology business park in the South Gateway area at County Road 25A and SR 113 and assumes 2.16 million square feet of nonresidential building space and 1,600 housing units within new growth area; and
WHEREAS, the proposed Woodland Research and Technology Park Specific Plan is consistent with these assumptions, and provides the development framework for a mix of land uses including a business/technology park, office, retail and housing of varying densities; and WHEREAS, the proposed Prezoning of the Project Area is consistent with the 2035 General Plan policies, vision, and development assumptions for the SP-1A Specific Plan area; and WHEREAS, the Project Area is located within the City’s 2006 voter approved Urban Limit Line, but outside of the current municipal boundary/city limit; and WHEREAS, it is the desire of the property owners and the City that the 351 acre plan area be annexed into the city limits; and
WHEREAS, the Planning Commission held a duly noticed public hearing on June 17, 2021, as required by law to consider all of the information presented by staff and public testimony presented in writing; and
WHEREAS, the Planning Commission held a duly-noticed public hearing on August 17, 2023, as required by law to consider all of the information presented by staff, information presented by the Owners/Applicants, and public testimony presented in writing and at the meeting and voted 5-0 to recommend City Council seek approval of the proposed Prezoning; and

Page 69 ends

WHEREAS, the City Council held a duly-noticed public hearing on September 5, 2023, as required by law to consider all of the information presented by staff and public testimony presented in writing and at the meeting; and
WHEREAS, by Resolution adopted on September 5, 2023, prior to adoption of this Resolution, the City Council adopted certain CEQA Findings regarding the Specific Plan EIR and its evaluation of the WRTP Specific Plan, certified the Specific Plan EIR as adequate in accordance with CEQA, recognized certain environmental impacts of the WRTP Specific Plan as significant and unavoidable despite feasible mitigation measures, adopted a Statement of Overriding Considerations concluding that approval of the WRTP Specific Plan is appropriate despite such impacts, and adopted the Specific Plan MMRP.

WHEREAS, a Notice of Public Hearing was mailed to properties within a 600-foot radius of the WRTP Specific Plan Area and to other parties on August 25, 2023, and duly published in the Woodland Daily Democrat on August 27 and September 1, 2023, providing notice of the City Council’s September 5, 2023, public hearing regarding the WRTP Specific Plan including City Council consideration of the WRTP Prezoning; and
WHEREAS, on September 5, 2023, the City Council conducted a duly noticed public hearing on the WRTP Specific Plan and related approvals, including the WRTP Prezoning, where the public were able to participate and comment and on said date the public hearing was opened, held and closed; and
WHEREAS, by Resolution adopted on August 15, 2023, prior to adoption of this Resolution, the City Council approved the Water Supply Assessment for the Project, and found that the City will have sufficient water supply to serve development authorized by the WRTP Specific Plan; and WHEREAS, Government Code Section 56375(a)(7) provides that a city shall establish zoning for an annexation area prior to, and as a condition of, completion of the annexation.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Woodland does hereby ordain as follows:

Section 1: Purpose
The purpose of this ordinance is to establish pre-zoning for the Project.

Section 2: Findings
California Environmental Quality Act (CEQA)
A Draft and Final Environmental Impact Report (“EIR”) has been prepared for the WRTP Specific Plan which includes analysis of the actions taken pursuant to this Ordinance, as well as a proposed Mitigation and Monitoring Reporting Program (“MMRP”). The EIR and MMRP have been considered and recommended for adoption by the Planning Commission and are adopted by separate resolution of the City Council.

General Plan
Finding: The proposed Prezoning is consistent with the General Plan goals, policies, and implementation programs.

Page 70 ends

Evidence: California Government Code Section 56375 provides LAFCOs shall require through conditions of approval, that territory to be annexed be zoned prior to the effective date of the annexation (Prezoning). Government Code Section 65859 provides that a city may establish the Prezoning prior to the filing of an annexation application with LAFCo. The City of Woodland Municipal Code Section 17.140.040 provides that Prezoning shall be considered in the same manner as rezoning.

The proposed Prezoning for the WRTP Specific Plan Area is consistent with the General Plan because the General Plan anticipates SP-1A (and SP-1B) will be developed as “mixed-use neighborhoods anchored by a research and technology business park in the ‘Southern Gateway’ and General Plan Policy 2.L.2 directs the development of SP-1A as a mixed-residential district anchored by a research and technology business park in the South Gateway area at County Road 25A and SR 113 and assumes 2.16 million square feet of nonresidential building space and 1,600 housing units within new growth area, and the proposed WRTP Specific Plan is consistent with these assumptions, and provides the development framework for a mix of land uses including a business/technology park, office, retail and housing of varying densities.

Section 3: Action
Prezoning for the Project Area is established as provided in the attached Exhibit A, incorporated herein by this reference. The Official Zoning Map of the City of Woodland shall be modified in accordance with this Ordinance to indicate thereon the zoning applicable to the WRTP Specific Plan Area.

Title 17, Zoning, of the Woodland Municipal Code shall be amended to include the following:

17.04.070 Woodland Research and Technology Park Specific Plan. The WRTP Specific Plan shall regulate development of land in the Specific Plan area (“Plan Area”). Where the WRTP Specific Plan is silent or ambiguous, the provisions of this Title 17, Zoning, shall apply directly or for the purpose of interpretation, as appropriate.

Section 4: Ordinance Necessary and Proper
This Ordinance is necessary and proper at this time, and is not likely to be detrimental to the adjacent property or residents, because the Ordinance is necessary to facilitate the annexation of property into the city which lies within the Sphere of Influence.

Section 5: No Mandatory Duty of Care
This ordinance is not intended to and shall not be construed or given effect in a manner that imposes upon the City or any officer or employee thereof a mandatory duty of care towards persons and property within or without the City, so as to provide a basis of civil liability for damages, except as otherwise imposed by law.

Section 6: Severability
If any provision of this ordinance or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of the ordinance which can be given effect without the invalid provision or application, and to this end the provisions of this ordinance are severable. This City Council hereby declares that it would have adopted this ordinance irrespective of the invalidity of any particular portion thereof and intends that the invalid portions should be severed and the balance of the ordinance be enforced.

Page 71 ends

Section 7: Savings Clause
The provisions of this ordinance shall not affect or impair an act done or right vested or approved or any proceeding, suit or prosecution had or commenced in any cause before such repeal shall take affect; but every such act done, or right vested or accrued, or proceeding, suit or prosecution shall remain in full force and affect to all intents and purposes as if such ordinance or part thereof so repealed had remained in force. No offense committed and no liability, penalty or forfeiture, either civilly or criminally incurred prior to the time when any such ordinance or part thereof shall be repealed or altered by said Code shall be discharged or affected by such repeal or alteration; but prosecutions and suits for such offenses, liabilities, penalties or forfeitures shall be instituted and proceeded with in all respects as if such prior ordinance or part thereof had not been repealed or altered.

Section 8: Effective Date and Publication
This Ordinance shall take effect thirty (30) days after its adoption. The City Clerk shall certify to the adoption of this Ordinance and shall publish or post the Ordinance as required by law.

INTRODUCED:

ADOPTED:

EFFECTIVE:

AYES:

NOES:

ABSTAIN:

ABSENT:
_______________________________________
Vicky Fernandez, Mayor
ATTEST:
_____________________________________
Ana B. Gonzalez, City Clerk

Page 72 ends

APPROVED AS TO FORM
_____________________________________
Ethan Walsh, City Attorney
Date Signed: ___________________________
Exhibit A – Prezoning

Page 73 ends

Exhibit A – Prezoning

Page 74 ends

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

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

DEVELOPMENT AGREEMENT BETWEEN

CITY OF WOODLAND
and

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

Page 75 ends

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

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

Page 76 ends

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

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

1. DEFINITIONS AND EXHIBITS.

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

1.1.1 “Agreement” means this Development Agreement.

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

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

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

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

Page 77 ends

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

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

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

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

Page 78 ends

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

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

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

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

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

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

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

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

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

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

Page 79 ends

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

Page 80 ends

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:

Page 81 ends

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”).

Page 82 ends

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

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

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

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

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

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

Page 83 ends

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

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

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

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

Page 84 ends

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

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

All notices shall be addressed as follows:

If to CITY:

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

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

Bullseye Land Company, LLC and Anne Elizabeth Beeman
P.O. Box 120
Woodland, CA 95695
(c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party,

Page 85 ends

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

3. DEVELOPMENT OF THE PROPERTY.

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

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

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

Page 86 ends

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

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

3.5 Requirement for Public Infrastructure Improvements/Infrastructure Phasing Plan.

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

Page 87 ends

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

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

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

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

Page 88 ends

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

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

3.7 Reservations of Authority.

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

Page 89 ends

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

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

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

Page 90 ends

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

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

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

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

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

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

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

Page 91 ends

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

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

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

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

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

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

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

3.12 Wastewater Treatment Capacity. CITY and OWNER agree that there is capacity in the CITY’s wastewater treatment facility to serve: (1) existing residents and businesses that

Page 92 ends

18 are already hooked up to the facility; (2) anticipated residents and businesses through build-out of the City’s existing General Plan; and (3) the Project. CITY and OWNER acknowledge and agree that reserving this capacity for the Project, such that sewer hookups shall be available at such time as they are needed as the Project builds out, is a material element of the consideration provided by CITY to OWNER in exchange for the benefits provided to CITY under this Agreement. The Parties recognize the availability of sufficient sewer capacity may be affected by regulatory or operational constraints that are not within the CITY’s discretion. To the extent the availability of sewer capacity is within the CITY’s discretion (e.g., whether to extend sewer service to areas not currently within the CITY’s service area), CITY shall not approve providing such capacity to areas currently outside the CITY’s service area if this approval would prevent or delay the ability of the CITY to provide sewer hookups to the Project as the Project requires hook-ups or connections. This provision shall not affect the CITY’s ability to provide sewer service within its service boundaries or within the existing CITY boundaries as they exist on the effective date of this Agreement, and as to such connections, the Parties requesting sewer service shall be connected on a first come first served basis. OWNER shall pay the applicable connection charge in effect pursuant to City-wide ordinance at the time of building permit issuance. OWNER acknowledges that connection charges may increase substantially over time and that the cost to comply with the CITY’s National Pollution Discharge Elimination System (“NPDES”) permit, as may be approved from time to time during the term of this Agreement, may be substantial.

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

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

Page 93 ends

19 4. PUBLIC BENEFITS.

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

4.2 Development Impact Fees and RTIF.

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

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

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

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

Page 94 ends

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

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

Page 95 ends

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

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

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

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

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

Page 96 ends

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

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

4.5 Responsibility for Construction of Public Improvements.

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

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

Page 97 ends

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

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

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

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

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

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

4.10 Right to Continue Use of Agricultural Well. CITY and OWNER understand and acknowledge that there exists within the Specific Plan Area agricultural wells that provide irrigation for certain other property that remains in agricultural use. The Parties

Page 98 ends

24 agree that OWNER may operate any such agricultural wells owned by OWNER to serve agricultural uses on OWNER’s property or other property, provided that such use must be in compliance with all applicable federal, state and local laws, including but not limited to the Yolo Subbasin Groundwater Sustainability Plan adopted by the Yolo Subbasin Groundwater Agency, and any regulations or directives promulgated thereunder. OWNER shall be solely responsible to retain any and all property interests necessary for continuing operation of any such agricultural well, and for ensuring compliance with all applicable laws and regulations, as well as the Groundwater Sustainability Plan.

4.11 Abandonment of County Road 100A. OWNER shall work with the California Department of Transportation (“CalTrans”), Yolo County and CITY to take such steps as are necessary to abandon County Road 100A, which is located adjacent to OWNER’s Property. OWNER shall, at no cost or expense to CITY, and with no credits or reimbursements through this Agreement or the Public Infrastructure Reimbursement Rules, ensure that such public right of way or private access easements are provided to ensure that any and all properties that would be landlocked as a result of the abandonment of County Road 100A have adequate access to public roads from their property, and OWNER, in conjunction with its neighboring property owner that also fronts County Road 100A, shall be responsible to secure all necessary approvals, consents and actions as necessary to effectuate the abandonment of County Road 100A. OWNER shall work expeditiously to accomplish this provision in a timely manner.

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

5. FINANCING OF PUBLIC IMPROVEMENTS.

5.1 Financing Districts or Alternative Mechanisms. If deemed appropriate, CITY and OWNER will cooperate in the formation of any special assessment district, community facilities district or alternate financing mechanisms to pay for the construction and/or maintenance and operation of public infrastructure facilities or Improvements required as part of this Agreement, the CIP and the approved Infrastructure Phasing Plan, provided, however, that to the extent that a district or alternative financing mechanism is established for the purpose of bonding to raise funds for construction of infrastructure or payment of fees, the boundaries of such district will be limited to separate improvement areas that correspond with the boundaries of the tentative map (or tentative maps) within each Infrastructure Phasing Plan. The RTIF fees generated from the improvement area may be used to fund any improvement in the CIP. Such improvement areas shall be shown in the Infrastructure Phasing Plan approved by the City pursuant to this Development Agreement. CITY also agrees that, to the extent any such district or other financing entity is formed and sells bonds in order to finance such Improvements, OWNER may receive credits for the RTIF to be paid by OWNER, and may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public improvements that are

Page 99 ends

25 included in the CIP, provided that such fee credits and reimbursements must be in conformance with the Public Infrastructure Reimbursement Rules and any individual reimbursement agreements entered into by and between CITY and OWNER. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed as requiring CITY or the City Council to form any such district or to issue and sell bonds. If bonds are sold then the proceeds of those bonds shall be used to reimburse the public improvements that are listed in the CIP and required by the conditions of the associated development.

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

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

These fee credits cannot be sold or transferred.

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

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

Page 100 ends

26 5.3 Maintenance Community Facilities District(s).

5.3.1 Formation, Consent, Waiver, and Benefit. No building permits shall be issued for the residential units or commercial development provided for in the first subdivision map for the Project until a Community Facilities District has been formed for the purpose of funding public services and maintenance costs associated with the Project for services identified in Exhibit I or the Property has been annexed into such a Community Facilities District that has already been formed to fund public services and maintenance costs for the Specific Plan Area (the “Maintenance CFD”), or OWNER participates in the formation of an equivalent funding mechanism for public services and maintenance purpose in a form satisfactory to the City Engineer. OWNER consents to and shall cooperate in such formation or annexation of the Maintenance CFD or the formation of an equivalent financing mechanism for maintenance and services purposes. OWNER also consents to the levy of such special taxes or assessments as are necessary to fund the maintenance and service obligations described herein, pursuant to and consistent with the requirements of this Agreement, Government Code Section 53111, et seq., and the City's Capital Financing and Debt Management Policy, adopted by City Council on June 20, 2017 and incorporated herein by this reference.

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

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

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

6. REVIEW FOR COMPLIANCE.

6.1 Periodic and Special Reviews.

6.1.1 Time for and Initiation of Periodic Review. The CITY shall review this Agreement as determined by the City, in order to ascertain the good faith compliance by OWNER with the terms of this Agreement. OWNER shall submit an Annual Monitoring Report to CITY, in a form acceptable to the City Manager, along with any applicable processing charge, within ten (10) days after each anniversary date of the Effective Date of this Agreement. Within thirty (30) days after the receipt of the Annual Monitoring Report, CITY shall either issue a notice of continuing compliance or a notice of non-compliance and a notice of CITY’s intent to

Page 101 ends

27 conduct a Special Review pursuant to Sections 6.1.2 through 6.1.6. Issuance of a notice of continuing compliance may be issued by the City Manager or his designee. The cost of this review shall be funded by the OWNER on a time and materials basis.

6.1.2 Initiation of Special Review. A special review may be called either by agreement of the parties or by unilateral initiation by the CITY in one or more of the following ways:
(a) Recommendation of the Community Development Director; (b) Affirmative vote of at least four (4) members of the Planning Commission; or
(c) Affirmative vote of at least three (3) members of the City Council.

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

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

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

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

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

6.1.6(b), CITY determines to proceed with modification or termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain:

Page 102 ends

28 (a) The time and place of the hearing;
(b) A statement as to whether or not CITY proposes to terminate or to modify the Agreement; and,
(c) Such other information CITY considers necessary to inform OWNER of the nature of the proceeding.

6.3 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, OWNER shall be given an opportunity to be heard. OWNER shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. The burden of proof on this issue shall be on OWNER. If the City Council finds, based upon substantial evidence in the administrative record, that OWNER has not complied in good faith with the terms or conditions of the Agreement, the City Council may terminate or modify this Agreement and impose such conditions to the action it takes as it considers necessary to protect the interests of the CITY. The decision of the City Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure.

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

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

7. DEFAULT AND REMEDIES.

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

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages:
(a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or

Page 103 ends

29 (b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or
(c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
(a) Money damages are unavailable against CITY as provided in Section 7.1 above.
(b) Due to the size, nature and scope of the project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts.

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

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

Page 104 ends

30 7.5 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

8. THIRD PARTY LITIGATION.

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

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

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

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

Page 105 ends

31 8.4 Environment Assurances. OWNER shall indemnify and hold CITY, its officers, agents, and employees free and harmless from any liability, based or asserted, upon any act or omission of OWNER, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. CITY may in its discretion participate in the defense of any such action.

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

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

9. MORTGAGEE PROTECTION.

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

Any Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law.
(b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement.
(c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to

Page 106 ends

32 OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement.

Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY , the performance thereof shall continue to be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement.

10. MISCELLANEOUS PROVISIONS.

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

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

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

10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of

Page 107 ends

33 construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

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

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

10.7 Joint and Several Obligations. Subject to Section 2.4, if at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one owner, all obligations of such owners under this Agreement shall be joint and several, and the default of any such owner shall be the default of all such owners. Notwithstanding the foregoing, no owner of a single lot which has been finally subdivided and sold to such owner as a member of the general public or otherwise as an ultimate user shall have any obligation under this Agreement except as provided under Section 4 hereof.

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

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

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

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

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

10.13 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act

Page 108 ends

34 hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof.

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

10.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Yolo, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

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

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

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

Page 109 ends

35 10.19 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Community Development Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto.

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

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

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

Page 110 ends

36 SIGNATURE PAGE

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

CALIFORNIA LIMITED LIABILITY

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

ANNE ELIZABETH BEEMAN
By: ___________________
Name: Anne Elizabeth Beeman
An individual
Date: _____________
"CITY"

CITY OF WOODLAND,
a California municipal corporation
By:

Victoria Fernandez
Mayor
Date: ___________________
ATTEST:

City Clerk
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
City Attorney

Page 111 ends

37 EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

Page 112 ends

EXHIBIT “A”

PROPERTY DESCRIPTION

Page 1 of 1 ends

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

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

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

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

APN: 041-020-042-000
SEE EXHIBIT “B” ATTACHED HERETO AND MADE A PART HEREOF
PREPARED BY: CUNNINGHAM ENGINEERING CORP.

AUGUST, 2023

Page 113 ends

38 EXHIBIT B

MAP OF PROPERTY

Page 114 ends

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

SG WOODLAND
08/29/2023
JOB No:

OF
SHEET
DATE:

SCALE

CHECKED
DRAWN
DESIGNED 1" = 600'
1 S:\Projects\1500\1593 Spring Lake Master Plan Remainder Area\AutoCAD\1593-00-04 Specific Plan Preparation & Suppport\PROPERTY DESCRIPTIONS\PROPERTY MAPS\1593-00-04 HEATON-BULLSEYE EXHIBIT B PLATS.dwg - BULLSEYE 8/29/2023 - 11:34AM Plotted by: chris 1593.00.04

WOODLAND RESEARCH AND

TECHNOLOGY PARK
2940 Spafford Stret, Suite 20 Davis, CA 95618
(530) 758-2026
2120 20th Street, Suite Three
Sacramento, CA 95818
(916) 455-2026
CECWEST.COM Sacramento Office Davis Office Project Planning Civil Engineering Landscape Architecture CALIFORNIA EXHIBIT "B" - BULLSEYE LAND COMPANY LLC
0 SCALE: 1" = 600'
300 600

WOODLAND URBAN
LIMIT LINE THOMAS C. HEATON

AND OLGA CHENGAEVA

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

31.78± AC.

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

5.17± AC.

THOMAS C. HEATON

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

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

10.01± AC.

Page 115 ends

39 EXHIBIT C

DEVELOPMENT PLAN

Page 116 ends

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

Page 117 ends

40 EXHIBIT D

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

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

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

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

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

Page 118 ends

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

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

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

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

Page 119 ends

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

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

Page 120 ends

43 EXHIBIT E

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

Page 121 ends

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

Page 122 ends

45 EXHIBIT F

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

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

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

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

Page 123 ends

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

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

Page 124 ends

47 EXHIBIT G

PUBLIC DEDICATIONS

Page 125 ends

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

Page 126 ends

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
*

Page 127 ends

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.

Page 128 ends

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

Page 129 ends

Woodland City CouncilSeptember 19, 2023

Woodland City Council
September 19, 2023