Agenda packet — Woodland City Council, November 7, 2023 (part 5 of 6)

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13 Development Approvals at the time of consideration based on this 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 Agreement.

3.5.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. In the event OWNER alleges that such State or Federal laws or regulations preclude or prevent compliance with one or more provisions of this Agreement, and the CITY does not agree, the OWNER may, at its sole cost and expense, seek declaratory relief (or other similar non-monetary remedies); provided, however, that nothing contained in this Section 3.5.3 shall impose on CITY any monetary liability for contesting such declaratory relief (or other similar non-monetary relief).

3.5.4 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.

3.6 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.

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14 acknowledge that the timelines set forth in this Section 3.7 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 3.7 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the development of the Project under the Subdivision Map Act or other legal authority.

3.7.1 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. OWNER acknowledges and agrees that in the event OWNER directs CITY to cease proceedings and does not otherwise provide for the Offsite Improvements in a manner that is satisfactory to the City, OWNER may not be able to proceed with the development of the Property.

3.8 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.

3.9 Tentative Subdivision Maps and Tentative Parcel Maps. With respect to applications by OWNER for tentative maps for portions of the Property, CITY agrees that OWNER may file and process such tentative maps in accordance with Chapter 4.5 (commencing with Section 66498.1) of Division 2 of Title 7 of the California Government Code and the applicable provisions of CITY’s subdivision ordinance, as the same may be amended from time to time. Any tentative maps 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 (ii) such time extensions authorized by state law currently or in the future.

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15 OWNER shall further be permitted to request extensions as permitted by Woodland Municipal Code Section 16.28.010(B), as it may be amended from time to time.

3.10 Utilities. The Project shall be connected to all utilities necessary to provide adequate water, sewer, gas, electric, and other utility service to the Project. OWNER shall contract with the CITY for CITY-owned or operated utilities serving the Project for such prices and on such terms as may be mutually agreed to between the parties.

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 of the Property in the absence of this Agreement 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.

4.2 Development Impact Fees.

4.2.1 Amount and Components of Fee. Development Impact Fees shall be paid by OWNER. The Development Impact 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 impose new Development Impact Fees or amend the amounts of existing Development Impact Fees. 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. CITY and OWNER acknowledge and agree that Development Impact Fees shall be adopted and implemented by CITY in conformance with the Mitigation Fee Act (Government Code Section 66000 et seq.) and any other applicable laws and nothing herein shall limit or restrict OWNER’s rights to object to or challenge Development Impact Fees adopted by the City in the manner and to the extent permitted under the Mitigation Fee Act.

4.2.2 Time of Payment. The Development Impact Fees required pursuant to Subsection 4.2.1 shall be paid to CITY prior to the issuance of building permits.

4.2.3. Compliance with Section 66006. The City acknowledges that in accordance with Government Code Section 65865(e), the City shall comply with Government Code Section 66006 with respect to any fee it receives or cost it recovers pursuant to this Agreement.

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16 response to the traffic study prepared pursuant to Section 4.13 of this Agreement. OWNER shall dedicate to CITY, at no cost to City and with no Development Impact Fee credits for such dedication, a twenty (20) foot wide public utility and access easement along the full length of the eastern edge of the Property as depicted in Exhibit C. This easement shall be dedicated to CITY within one hundred and eighty (180) days of the Effective Date of this Agreement. In the event that CITY requires additional portions of the Property for the development of the Lower Cache Creek Flood Risk Reduction Project, OWNER agrees that it will sell such real property as appraised at fair market value, based on an appraisal commissioned by the CITY.

4.4 Responsibility for Construction of Public Improvements.

4.4.1 Timely Construction of Public Infrastructure. The phasing of any area wide infrastructure construction will be as approved by the CITY. OWNER shall be responsible for the timely construction and completion of all Infrastructure Improvements required for the development of the Property as shown on the attached Exhibit “D” and as included in any and all tentative subdivision or parcel map conditions. Unless otherwise specified in the Subdivision or Parcel Map conditions or Public Improvement Agreement, all other required Infrastructure Improvements for each Subdivision or Parcel Map, shall be completed and operational prior to, and as a condition precedent to, OWNER requesting and CITY’s granting of the first building permit for construction of a building for each such Final/Parcel Map. In the event that no Final or Parcel Map is required for development on the Property, then the required Improvements shall be completed and operational prior to and as a condition precedent to issuance of the first building permit for such development. All Infrastructure Improvements shall be completed as required by the applicable tentative map conditions and Public Improvement Agreement.

4.4.2 Construction of Adam’s Grain Improvements. OWNER acknowledges that Knaggs Commercial Properties Company, L.P., the owner of another property in the Northeast Annexation Area (“Knaggs”), has agreed to fund and complete the design and construction of the street light and barrier improvements along County Road 102 that abut the property comprised of APNs 027-370-035 and 027-370-009 (the “Adam’s Grain Property”) as such improvements are generally shown on Exhibit D (the “Adam’s Grain Improvements”). The Adam’s Grain Improvements will be constructed and installed as such time that the City has issued building permits for 850,000 square feet of building space within the Northeast Annexation Area. The cost of the Adam’s Grain Improvements are to be shared proportionately amongst the property owners in the Northeast Annexation Area, and OWNER agrees that that it shall reimburse Knaggs for OWNER’s proportionate share of the cost of design and construction of the Adam’s Grain Improvement in accordance with Section 4.15 of this Agreement, except that Knaggs shall receive no reimbursement in connection with development for which building permits were issued prior to completion of the Adam’s Grain Improvements

4.4.3 Construction of MPFP Infrastructure. To the extent OWNER is required to construct and complete construction of public improvements that are included in CITY’s MPFP Fee Program, CITY agrees that CITY shall issue reimbursement consistent with the policies in the City’s MPFP fee program and the City’s MPFP administrative guidelines.

4.5 Flood Improvement Project. The Property is located in the 200-year floodplain of Cache Creek. The City’s General Plan provides that the City will not enter into a development

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17 agreement for any property located within the floodplain unless the City makes certain findings or imposes conditions on the development sufficient to provide 200-year level of flood protection. The City has approved a Flood Risk Reduction Project to provide flood risk prevention and management for the City of Woodland and certain proximate areas that, when constructed, will provide 200-year level of flood protection to the Property. In order to comply with the requirements of the General Plan for approval of development agreements within the 200-year floodplain, OWNER and CITY agree that CITY shall not issue building permits for the Property until such time that (i) the Flood Risk Reduction Project has been constructed or improved to a level that will provide 200-year level of flood protection for the Property as determined by the City Engineer, or (ii) OWNER demonstrates to the satisfaction of the City Engineer that the OWNER will achieve a 200-year level of flood protection for the Project through other means, which flood protection shall be, as a minimum, supported by an engineer’s report demonstrating the technical basis for the finding that the OWNER will achieve a 200-year level of flood protection and further provided that the flood engineering analysis prepared to demonstrate a 200-year level of flood protection for the Project shall further demonstrate to the satisfaction of the City Engineer in his or her sole discretion that the Project will not result in flood impacts to any other properties. Further, OWNER agrees that it will cooperate in, and will not object to or oppose the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities or improvements required as part of the Flood Risk Reduction Project, provided that any special assessment district shall be formed and assessments levied in conformance with applicable statutory and constitutional requirements applicable to the assessment district, and any special taxes levied through a community facilities district or alternative funding mechanism for the flood control project shall be allocated to property based on a rate and method of apportionment that allocates taxes to similarly situated properties within the area that is subject to the tax on a reasonably proportionate basis. 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 to finance the improvements required as part of the Flood Project.

4.6 Flood Protection Contribution.

4.6.1 OWNER acknowledges and agrees that the Flood Risk Reduction Project is necessary to facilitate the overall development of the Northeast Annexation Area and CITY would not move forward with annexation or development of the Northeast Annexation Area without the Flood Risk Reduction Project or a similar flood solution, and that CITY therefore desires that each developer in the Northeast Annexation Area shall contribute to the cost of such flood protection. OWNER therefore agrees that in the event that OWNER constructs one or more Projects based on approval of an alternative means of flood protection approved by the City Engineer as allowed by Section 4.5 above, prior to implementation of an assessment district (or similar financing mechanism) to fund the Flood Risk Reduction Project or other flood protection measures, then commencing at Certificate of Occupancy and for 30 years thereafter for each such Project approved by CITY, OWNER shall pay an annual payment to CITY in the amount of $0.04/building square foot for each Project approved prior to implementation of an assessment district (or similar financing mechanism) to fund the Flood Risk Reduction Project or other flood protection measures to CITY to be used for the Flood Risk Reduction Project or other flood protection measures within the Northeast Annexation Area (the “Flood Protection

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18 Contribution”). The annual payment shall be adjusted annually by a percentage increase based on the Construction Cost Index referenced in section 4.15.1.

4.6.2 The Flood Protection Contribution shall be paid at the time of issuance of a certificate of occupancy for the subject Project, and thereafter on an annual basis on the first day of the month following the date of issuance of the certificate of occupancy (for example, if the certificate of occupancy for a Project was issued on September 15, then the Flood Protection Contribution would be paid on an annual basis on October 1).

4.6.3 In the event that a special assessment district, community facilities district or alternate financing mechanism is established to pay for the construction and/or maintenance and operation of public infrastructure facilities or improvements required as part of the Flood Risk Reduction Project, for any improved area on the Property for which OWNER is paying the Flood Protection Contribution, the Flood Protection Contribution shall be reduced to an amount equivalent to the annual amount that would be paid by OWNER pursuant to such financing mechanism if the building foundation for the improved area was located below the base flood elevation and therefore received a direct benefit from the Flood Risk Reduction Project. For those areas of the Property that are improved prior to completion of the Flood Risk Reduction Project but are permitted to remain below the base flood elevation (e.g., parking areas), OWNER shall not be required to pay the Flood Protection Contribution, but will pay any special tax or assessment allocated to such area in accordance with the financing mechanism adopted as contemplated in Section 4.5. This exception only applies to those areas that are permitted to remain below the base flood elevation, buildings located adjacent to or within parking areas, are not permitted to remain below the base flood elevation and would be required to pay the Flood Protection Contribution. The obligation to pay the Flood Protection Contribution shall survive expiration or termination of this Development Agreement.

4.6.4 As an example of the foregoing, if OWNER constructs a 500,000 square foot building with at 1,000,000 surface level parking lot prior to the establishment of a special assessment district, then commencing with the issuance of a certificate of occupancy of such building, and on an annual basis thereafter, OWNER shall make an annual Flood Protection Contribution of $20,000.00 ($0.04 x 500,000 sf), with no contribution for the parking lot.

However, if three years after issuance of the certificate of occupancy, the CITY establishes a special assessment district and levies an annual assessment of $0.03 per square foot for building area and $0.0001 for surface level parking areas, then OWNER’s Flood Protection Contribution shall be adjusted to $15,000.00 ($0.03 x 500,000 sf), and OWNER shall pay an additional annual assessment of $100.00 ($0.0001 x 1,000,000 sf) for the parking area.

4.6.5 If the OWNER pays the Flood Protection Contribution for a period of ten years and the City does not approved a special assessment district (or similar financial mechanism) to fund the Flood Risk Reduction Project or similar flood protection measures prior to the end of that ten year period, then the OWNER shall no longer be required to make Flood Protection Contribution payments after the end of that ten year period.

4.7 Maintenance CFD.

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19 4.7.1 Formation, Consent, Waiver, and Benefit. No building permits shall be issued for a Project on the Property until a Community Facilities District has been formed to include the Property for the purpose of funding all costs of the Maintenance Services as defined below, or the Property has been annexed into such a Community Facilities District that has already been formed to serve the Northeast Annexation Area of the City (the “Maintenance CFD”). OWNER consents to and shall cooperate in such formation or annexation or the formation of an equivalent financing mechanism for maintenance purposes. If OWNER develops the first Project to develop in the Northeast Annexation Area, then OWNER will need to advance the funding for the formation of the CFD, and shall receive reimbursement from other property owners, and if another property owner within the district boundaries advances the funding for formation of the CFD, OWNER agrees it shall pay its proportionate share of the costs of formation. The reimbursement obligation shall be determined and administered in a manner consistent with the process set forth in Section 4.15 of this Agreement. Developer also consents to the levy of such special taxes or assessments as are necessary to fund the maintenance obligations described herein, pursuant to and consistent with the requirements of this Agreement and Government Code Section 53111, et seq., provided the special taxes shall be used for all Maintenance Services described below, and the rate and method of allocation of special taxes shall allocate such special taxes within the district on a reasonably proportionate basis between similarly situated properties.

4.7.2 Uses of Funds Collected. The Maintenance CFD will fund maintenance of certain storm drainage, street lighting, traffic signal, maintenance of the monument sign described in Section 4.11, landscaping and implementation of VMT reduction strategies (to the extent the VMT reduction measures are an eligible use of the CFD special taxes) ("Maintenance Services”). If deemed appropriate by the City, the Maintenance CFD may be established as two separate CFDs, with the special tax for VMT reduction strategies levied separately from the special taxes from the other Maintenance Services. The Maintenance Services, exclusive of any potential VMT reduction measures that may funded, are described in Exhibit E, attached hereto and incorporated herein by this reference.

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20 strategies, the rate and method of allocation of such costs amongst that properties that are the subject of the Master TDM/VMT Study shall be reasonably related to the VMT reduction strategies that are required for each Project, based on the Master TDM/VMT Study. In order to verify that the VMT reduction strategies are implemented at the time the building is occupied, the OWNER may need to advance fund some VMT implementation strategies if the CFD is not able to fund these activities when the building is first occupied. It is the intent of the CITY and the OWNER to develop implementation strategies that are consistent between all OWNERS within the Northeast Annexation Area and other areas covered by the Master TDM/VMT Study as they will be funded from the same CFD. In the event that the OWNER or other property owners are required to advance funds costs of the Master TDM/VMT Study or the cost of some VMT implementation strategies, such advance funds shall be reimbursed in accordance with Section 4.15 of this Agreement.

4.9 Storm Drainage Fee. OWNER acknowledges that CITY intends to adopt a property related fee or assessment to fund ongoing maintenance and/or certain improvements to the City’s storm water management system that will benefit the Property, and agrees that, as such time that CITY proposes such fee, OWNER will not object to and will support the adoption of such storm drainage fee or assessment, including but not limited to voting in favor of such fee or assessment if required pursuant to any statutory or constitutional requirements, provided that such fee or assessment is adopted in a manner consistent with all applicable legal requirements, and such fee or assessment shall not exceed $0.0015 per square foot of land within the Property.

4.10 Uniformly Applied Development Standards and Stipulated Conditions of Approval. OWNER acknowledges that in order to ensure that each Project developed on the Property is consistent with the General Plan, CITY has developed certain Uniformly Applied Development Standards and Stipulated Conditions of Approval, attached hereto as Exhibit “F” and incorporated herein by this reference (the “Conditions of Approval”) that OWNER must comply with as part of the development of each Project. CITY shall not issue any building permits for a Project until OWNER has complied with the Conditions of Approval that are applicable to that Project.

4.11 Monument Sign.

4.11.1 OWNER shall be jointly responsible, with all other landowners in the Northeast Annexation Area, to fund the design and construction of a monument sign for the Northeast Annexation Area at a location in the public right of way or on public property as designated by the CITY. OWNER and the other property owners in the Northeast Annexation Area shall jointly fund and CITY shall design the monument sign, which shall be illuminated and approximately 120 square feet per side of a multi-sided sign, and each property owner in the Northeast Annexation Area shall pay their proportionate share of such design costs based on each owner’s percentage ownership of the total area of the Northeast Annexation Area (excluding the approximately 70 acres currently owned by California Compass Logistics Center, LLC (“California Compass”), which shall be dedicated to the City and is therefore not part of the developable area of the Northeast Annexation Area) as determined by the City. In the event the 70 acres is not dedicated to the City and becomes developable property, the calculation will be adjusted to include that 70 acres as part of the Property that may be developed by California Compass.

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21 4.11.2 The monument sign shall be constructed and installed as designed by CITY at such time that the CITY has issued building permits for 400,000 square feet of building space within the Northeast Annexation Area. If OWNER receives the building permit or permits that results in a total amount of approved development of greater than 400,000 square feet of building space in the Northeast Annexation Area, then OWNER shall be obligated to construct and install the monument sign as designed by the CITY. In such case, CITY shall grant to OWNER all necessary encroachment permits to construct the monument sign.

4.11.3 OWNER and other property owners that are issued building permits for development prior to the triggering of the requirement to construct the monument sign as set forth in Section 4.11.2 above shall be required to pay an estimated pro rata share of the cost of the monument sign at the time of issuance of building permits, until building permits are issued for 400,000 square feet of building space in the Northeast Annexation Area. Within 90 days following the Annexation Date, the City shall develop an estimate of the cost of design, construction and installation of the monument sign, and shall notify each property owner of such estimated cost. Thereafter, with each building permit, each property owner shall be required to pay a proportionate share of the cost of the monument sign, which proportionate share shall be calculated by multiplying the estimated cost by a fraction for which the numerator is the total number of building square feet authorized for construction by the building permit, and the denominator is the estimated total number of building square feet that can be constructed in the Northeast Annexation area, which is 6,720,000 square feet. Following construction of the monument sign, CITY shall determine the actual proportionate share of each property owner in accordance with Section 4.15, and each property owner shall be required to pay the balance of their proportionate share of the cost of the monument sign in accordance with Section 4.15.

4.11.4 Upon completion of the monument sign, OWNER shall submit to CITY evidence of the total cost of construction and installation of the monument sign incurred by OWNER. Thereafter, each property owner in the Northeast Annexation Area shall be required to pay to CITY its proportionate share of the cost of the design, construction and installation of the monument sign, and shall not receive any further building permits after completion of the monument sign until said owner has paid its proportionate share of the monument sign. The reimbursement obligation shall be determined and administered in a manner consistent with the process set forth in Section 4.15 of this Agreement. CITY shall have no obligation for such reimbursement of costs except for those funds received from other property owners in the Northeast Annexation Area as provided in this Section and Section 4.15. This provision shall be included in the development agreements for each property owner in the Northeast Annexation Area, and in the event that another property owner is required to construct the monument sign, rather than OWNER, then following construction of the monument sign, CITY shall notify OWNER of its proportionate share of the design, construction and installation of the monument sign. OWNER shall not receive any further building permits unless and until such amount is paid to CITY in full.

4.12 East Main Street Landscaping.

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22 Railroad Company (“Yolo Shortline”), in accordance with that certain Landscaping Agreement entered into by and between CITY and Yolo Shortline, the terms and obligations of which are incorporated herein by this reference (the “Landscaping Agreement”). The landscape design shall be submitted to the City for approval and shall be in accordance with current City development standards at such time that the CITY has issued building permits for 850,000 square feet of development within the Northeast Annexation Area (the “East Main Landscaping Improvements”).

4.12.2 If OWNER receives the building permit or permits that results in a total amount of approved development of greater than 850,000 square feet of building space in the Northeast Annexation Area, then OWNER shall be obligated to install the East Main Landscaping Improvements. OWNER shall install such East Main Landscaping Improvements on behalf of CITY pursuant to the Landscaping Agreement, and shall enter into such subsequent assignment or license agreements with OWNER and/or Yolo Shortline so as to allow OWNER to install such improvements.

4.12.3 OWNER and other property owners that are issued building permits for development prior to the triggering of the requirement to install the East Main Landscaping Improvements as set forth in Section 4.12.2 above shall be required to pay an estimated pro rata share of the cost of the East Main Landscaping Improvements at the time of issuance of building permits, until building permits are issued for 850,000 square feet of building space in the Northeast Annexation Area. Within 90 days following the Annexation Date, the City shall develop an estimate of the cost of installation of the East Main Landscaping Improvements, and shall notify each property owner of such estimated cost. Thereafter, with each building permit, each property owner shall be required to pay a proportionate share of the cost of the East Main Landscaping Improvements, which proportionate share shall be calculated by multiplying the estimated cost by a fraction for which the numerator is the total number of building square feet authorized for construction by the building permit, and the denominator is the estimated total number of building square feed that can be constructed in the Northeast Annexation area, which is 6,720,000 square feet. Following installation of the East Main Landscaping Improvements, CITY shall determine the actual proportionate share of each property owner in accordance with Section 4.15, and each property owner shall be required to pay the balance of their proportionate share of the cost of the monument sign in accordance with Section 4.15.

4.12.4 Upon completion of the East Main Landscaping Improvements, OWNER shall submit to CITY evidence of the total cost of design and construction and installation of the East Main Landscaping Improvements incurred by OWNER. Thereafter, each property owner in the Northeast Annexation Area shall be required to pay to CITY its proportionate share of the cost of the design, construction and installation of the East Main Landscaping Improvements (excluding the approximately 70 acres currently owned by California Compass, which shall be dedicated to the City and is therefore not part of the developable area of the Northeast Annexation Area), and shall not receive any further building permits after completion of the East Main Landscaping Improvements until said owner has paid its proportionate share of the East Main Landscaping Improvements. CITY shall then pass the amounts paid by the other property owners through to OWNER as reimbursement for its costs. CITY shall have no obligation for such reimbursement of costs except for those funds received from other property owners in the Northeast Annexation Area as provided in this Section. In the event the 70 acres is not dedicated

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23 to the City and becomes developable property, the calculation will be adjusted to include that 70 acres as part of the Property that may be developed by California Compass.

4.12.5 This provision shall be included in the development agreements for each property owner in the Northeast Annexation Area, and in the event that another property owner is required to install the East Main Landscaping Improvements, rather than OWNER, then following installation of the East Main Landscaping Improvements, CITY shall notify OWNER of its proportionate share of the cost of installation of the East Main Landscaping Improvements.

OWNER shall not receive any further building permits unless and until such amount is paid to CITY in full.

4.13 Traffic Study and Roadway Improvements.

4.13.1 Prior to approval of a tentative subdivision or parcel map for each Project undertaken by OWNER, or if a parcel map or subdivision map is not required for the Project, then prior to issuance of a building permit for the Project, OWNER shall fund a traffic study prepared pursuant to a scope of work and by a traffic engineer both approved by CITY, which shall analyze level of service (LOS”) impacts based on the City’s General Plan from the Project plus both existing and approved projects, as well as LOS impacts for the Project plus cumulative traffic impacts under the City’s General Plan. The traffic study shall also address safety and operational traffic impacts from the Project, and OWNER shall implement all mitigation measures recommended by the traffic study that are triggered by the applicable Project to assure compliance with the LOS standards set forth in the City’s General Plan. At the City’s option, the Traffic Study may be managed by the OWNER or by the CITY. OWNER shall provide security in a form and amount deemed satisfactory by the City Engineer to ensure construction and completion of all mitigation measures prior to issuance of a final map (for a subdivision map or a parcel map) for each Project undertaken by OWNER. If a final map (for a subdivision map or a parcel map) is not required for the Project, then OWNER shall provide security in a form and amount deemed satisfactory by the City Engineer to ensure construction and completion of all mitigation measures prior to issuance of any building permit for development of the Property and all required mitigation measures must be completed prior to and as a condition precedent to issuance of a certificate of occupancy for any building located on the Property. If OWNER develops a Project in phases, they may, at their option, perform as part of the traffic study analysis to determine the improvements triggered by each phase of development and implement the mitigation measures accordingly.

4.13.2 In addition to the improvements required by the Traffic Study, certain pavement rehabilitation will need to be performed on the roadways adjacent to the Northeast Annexation Area (CR 102 from E Main Street to northern urban limit line, E Beamer St from the western boundary of the Knaggs parcel to the eastern urban limit line). At the time that any roadway improvements on the roadways described above that are conditioned by the Traffic Study are performed, then roadway rehabilitation work shall be performed by OWNER on the same roadway segment in conjunction with the roadway improvements required in Section

4.13.1. If the Traffic Study does not require roadway improvements on a road segment, then roadway rehabilitation work on any of the road segments described above that abuts the Property is required to be completed prior to the first building permit for the Property, or pursuant to a public improvement agreement approved by the City and subject to the posting of security as

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24 provided for in Section 4.13.1. Roadway rehabilitation work shall be performed consistent with the City’s Engineering Standards. OWNER acknowledges and agrees that each property owner in the Northeast Annexation Area will be responsible for the full cost of the road rehabilitation work adjacent to their property, except that the cost of the road rehabilitation work for the segment of East Beamer Street east of the centerline of County Road 102 shall be shared between OWNER and Netaj, LLC, with OWNER paying 40% of such costs, and Netaj, LLC paying 60% of such costs. If OWNER performs road rehabilitation work on the frontage of a different property, then they shall be eligible for reimbursement consistent with the procedures of section 4.15, except that OWNER will be fully reimbursed by the fronting property owner for the costs of road rehabilitation work to the road segments adjacent to the property of such fronting property owner, and OWNER shall fully reimburse any other property owner who completes road rehabilitation work on road segments adjacent to the Property. All OWNERs in the Northeast Annexation Area are jointly responsible for the road rehabilitation work on CR 102 in front of APN’s 027-370-035 and 027-370-009 (also known as Adam’s Grain) and the property owner that completes the rehabilitation of that road segment shall be reimbursed consistent with section 4.15.

4.14 Recycled Water Use Requirement. OWNER agrees and acknowledges that prior to issuance of any building permits for the Project, CITY shall evaluate in accordance with Section 13.44.190 of the Woodland Municipal Code whether the Project includes landscape irrigation and/or industrial water usage for which recycled water would be appropriate, and if so, OWNER shall utilize recycled water for the appropriate components of the Project. In accordance with Section 13.44.190, if the CITY determines based on its evaluation that use of recycled water is appropriate, but recycled water is not yet available to the Property, OWNER shall install an appropriate recycled water distribution system connection point within the Project to accommodate recycled water at such time as recycled water becomes available to the Property. The connection point shall be subject to the review and approval of the City.

4.15 Reimbursement for Costs Incurred under this Agreement.

4.15.1 Upon completion by OWNER of any of the improvements described in this Article 4 that are subject to reimbursement from other property owners within the Northeast Annexation Area, CITY and OWNER shall enter into a reimbursement agreement that will provide for reimbursement of OWNER for costs incurred by OWNER in excess of its proportionate share of such costs. The reimbursement agreement shall establish the amount to be reimbursed by other property owners to OWNER, including the amount owed by each property owner. The outstanding amounts owed by each property owner shall adjusted annually by a percentage increase equal to the annual adjustment made to CITY’s Development Impact Fees based on the Construction Cost Index as published in the Engineering News Record until such amounts are paid in full. Unless the CITY determines that there is a more appropriate way to allocate costs for certain improvements, the proportionate share of costs shall be determined based on the total acreage of the Property as compared to the total acreage of the Northeast Annexation Area in its entirety. Such calculation shall exclude the approximately 70 acres currently owned by California Compass, which shall be dedicated to the City and is therefore not part of the developable area of the Northeast Annexation Area, provided that in the event the 70

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25 acres is not dedicated to the City and becomes developable property, the calculation will be adjusted to include that 70 acres as part of the Property that may be developed by California Compass. The CITY may, at its discretion, adopt one or more fees based on an area of benefit comprised of the Northeast Annexation Area to facilitate collection of the reimbursements contemplated in this Agreement. In the event that CITY adopts such fee or fees, OWNER will consent to the levy of such fee, provided it is levied in a manner consistent with all applicable laws governing the implementation of such fee.

4.15.2 It is the intent of this Article 4 to provide timely reimbursement of any Owner (“Advancing Owner”) who advances costs which benefit the remaining Owners in the Northeast Annexation Area (“Reimbursing Owners”) for those costs which are recognized as reimbursable under this Agreement. Except as provided below, if an Advancing Owner who constructs improvements or incurs expenses which qualify as reimbursable costs pursuant to this Article 4 has not been reimbursed by a Reimbursing Owner for that Owner’s pro-rata share by the 7th anniversary of the Effective Date, then the Advancing Owner shall be entitled to payment of any remaining obligation owed by the Reimbursing Owner. The Advancing Owner shall give written notice of demand to the City and any Reimbursing Owners, which reimbursement shall be paid directly to the Advancing Owner by the Reimbursing Owner(s) within 30 calendar days of demand. If requested by either party, the City shall provide an accounting, a calculation of pro-rata shares and shall determine what are the reasonable reimbursable costs. The City’s determinations shall be binding upon the Owners. In the event that a reimbursable cost is incurred after the 7 th anniversary of the Effective Date, the City and the property owners within the Northeast Annexation Area shall address reimbursement in accordance with the terms of this Article 4 applicable to such costs. Notwithstanding the foregoing, OWNER shall not be deemed to be a Reimbursing Owner under this Agreement unless and until the later to occur of (i) the close of escrow on the sale of all or substantially all of the Property to a third party, or (ii) the commencement by OWNER of the development of the Property, as evidenced by the issuance of a building permit or a subdivision map for the Property as requested by OWNER..

5. FINANCING OF INFRASTRUCTURE IMPROVEMENTS AND OTHER
OBLIGATIONS.

If deemed appropriate, CITY and OWNER, along with other property owners in the Northeast Annexation Area will cooperate in the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of the Infrastructure Improvements and other improvements required as set forth in 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 Infrastructure Improvements, OWNER may be reimbursed to the extent that OWNER spends funds or dedicates land for the establishment of public facilities. 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.

6. REVIEW FOR COMPLIANCE.

6.1 Periodic and Special Reviews.

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26 6.1.1 Time for and Initiation of Periodic Review. The CITY shall review this Agreement annually, on or before the anniversary of the Effective Date, in order to ascertain the good faith compliance by OWNER with the terms of this Agreement. OWNER shall submit an Annual Monitoring Report to CITY, in a form acceptable to the City Manager, along with any applicable processing charge, within ten (10) days after each anniversary date of the Effective Date of this Agreement. Within thirty (30) days after the receipt of the Annual Monitoring Report, CITY shall either issue a notice of continuing compliance or a notice of non-compliance and a notice of CITY’s intent to conduct a Special Review pursuant to Sections 6.1.2 through

6.1.6. Issuance of a notice of continuing compliance may be issued by the City Manager or his designee. CITY staff time spent on the annual review shall be charged to 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 terminate this Agreement, or exercise its remedies under Article 7 of 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.

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27 6.2 Proceedings regarding Termination. If, upon a finding under Section 6.1.6(b), CITY determines to proceed with termination of this Agreement, CITY shall give written notice to OWNER of its intention so to do. The notice shall be given at least ten (10) calendar days prior to the scheduled hearing and shall contain:
(a) The time and place of the hearing;
(b) A statement that CITY proposes to terminate the Agreement; and, (c) Such other information CITY considers necessary to inform OWNER of the nature of the proceeding.

In the event that the City opts to pursue other remedies available under this Agreement it shall do so in accordance with the provisions of Article 7 of this Agreement

6.3 Hearing on Termination. At the time and place set for the hearing on 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 this Agreement. 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 Planning 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

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28 damages to OWNER, or to any successor in interest of OWNER, or to any other person, and OWNER covenants not to sue for damages or claim any damages:
(a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or
(b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or
(c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other non-monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
(a) Money damages are unavailable against CITY as provided in Section 7.1 above. (b) Due to the size, nature and scope of the anticipated development of the Property, 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 in agreeing to the terms of this Agreement and will perform extensive planning and processing for the development of the Property and will be investing even more significant time and resources in implementing future Project or Projects 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, 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, CITY may terminate 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

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29 cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

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

8. THIRD PARTY LITIGATION.

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

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 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,

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30 employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action.

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

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

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

9. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property, provided that any such encumbrance shall be subject to the requirements of this Agreement, including but not limited to the dedication of certain property as set forth in Section 4.3 of this Agreement, which must be released from any such encumbrance prior to dedication to the CITY. 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.

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31 (c) If CITY timely receives a request from a mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement.
(d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY , the performance thereof shall continue to be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 of this Agreement.

10. MISCELLANEOUS PROVISIONS.

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

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

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 the payment of the fees and dedications of land 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

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32 California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

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

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

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

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

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

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

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

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

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

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33 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.

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

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

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34 of the Court so obtained and waives any and all objections and protests thereto. OWNER for itself, assigns and successors hereby waives the provisions of the Hague Convention (Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil or Commercial Matters, 20 U.S.T. 361, T.I.A.S. No. 6638).

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]

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35 SIGNATURE PAGE

TO DEVELOPMENT AGREEMENT
(Northeast Annexation Area—Kilkenny-Marks Investors, LLC) "OWNER"

KILKENNY-MARKS INVESTORS, LLC,
a California limited liability company
By: ________________________
Name: Stephen Marks, Sr.

Its: Managing Member
By: ________________________
Name: Mark Kilkenny
Its: Managing Member
Date: ___________________
"CITY"

CITY OF WOODLAND
a California municipal corporation
By:

Victoria Fernandez
Mayor
Date: ___________________
ATTEST:

Ana Gonzalez
City Clerk
APPROVED AS TO FORM:

Ethan Walsh
City Attorney

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36

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37 ACKNOWLEDGMENT
A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

State of California
County of )
On before me, _____________________________________
(insert name and title of the officer)
personally appeared _________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

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38 ACKNOWLEDGMENT
A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _________________________________ (Seal)

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Exhibit “A”
Legal Description
The land described herein is situated in the State of California, County of Yolo, unincorporated area, described as follows:

Parcel 1, as shown on Parcel Map No. 4331, filed in the Office of the Yolo County Recorder December 31, 1998, in Book 1998 of Maps, at Pages 117 and 118.

Excepting therefrom an undivided 1/2 interest in and to all oil, gas, mineral and other hydrocarbon substances lying in, on and under said land, as conveyed to Money-Bank Smith Co., by deed recorded June 6, 1960 in Book 606 Page 22, Official Records.

APN: 027-350-051-000

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KILKENNY - MARKS INVESTORS, LLC
APN: 027-350-051

37.71± ac.

E MAIN ST
COUNTY ROAD 102

E BEAMER ST

E KENTUCKY AVE
I5SB
I5NB
COUNTY ROAD 102

E BEAMER ST
5 0 1,000500
Feet
Exhibit B

KILKENNY - MARKS INVESTORS, LLC
County of Yolo, California
City of Woodland
Proposed City Limits
Existing City Limits
1025 Creekside Ridge Drive, Suite 150, Roseville CA 95678 Date: 10/31/2023 7741.800 Legend
Existing City Boundary
Proposed City Boundary

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E BEAMER ST
COUNTY ROAD 102027-350-001
027-350-051
COUNTY ROAD 102027-350-050
027-350-041
027-350-060027-350-058
HANSON WAYEASEMENT TO BE DEDICATED TO CITYEXHIBIT C: EASEMENTS TO BE DEDICATEDTO THE CITY OF WOODLANDNSWE

LEGENDURBAN LIMIT LINEEXISTING CITY LIMITSAREA TO BE ANNEXED TO CITY

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E KENTUCKY AVE
INTERSTATE 5

E BEAMER ST
COUNTY ROAD 102

E MAIN STHOMEDEPOTWALMART
027-210-007
027-350-001027-350-051027-360-045
027-370-034
027-210-001027-210-035
027-370-035027-370-019027-370-009LANDSCAPE IMPROVEMENTS (20' WIDE) EXHIBIT D: REQUIREDINFRASTRUCTURE IMPROVEMENTSNSWE

LEGENDURBAN LIMIT LINEEXISTING CITY LIMITSAREA TO BE ANNEXED TO CITYNON-FRONTAGE STREET LIGHTS REQUIREDBY DEVELOPMENT AGREEMENT (WHENDEVELOPMENT OCCURS)FUTURE STREET LIGHTS TO BE INSTALLEDBY FRONTING PROPERTY OWNER (WHENDEVELOPMENT OCCURS)EXISTING STREET LIGHTS

Page 514 ends

E KENTUCKY AVE
INTERSTATE 5

E BEAMER ST
COUNTY ROAD 102

E MAIN STHOMEDEPOTWALMART
027-210-007
027-350-001027-350-051027-360-045
027-370-034
027-210-001027-210-035
LANDSCAPE MAINT. AREA (20' WIDE)
EXHIBIT E: MAINTENANCE COMMUNITY FACILITIES DISTRICTNSWE

LEGENDURBAN LIMIT LINEEXISTING CITY LIMITSAREA TO BE ANNEXED TO CITY

PROPOSED STREET LIGHTS TO BEMAINTAINED BY CFDEXISTING STREET LIGHTS TO BE MAINTAINEDBY CFDTRAFFIC SIGNALS TO BE MAINTAINED BY CFDSTORM DRAINAGE BASIN TO BEPARTIALLY MAINTAINED BY CFD

EXISTING STREET LIGHTS OUTSIDE THELIMITS OF THE CFD

Page 515 ends

Exhibit F
Uniformly Applied Development Standards
and Stipulated Conditions of Approval

Page 516 ends

Final
City of Woodland Annexation
Initial Study

APPENDIX A
Uniformly Applied Development
Standards and Stipulated
Conditions of Approval

June 2022

Page 517 ends

Final
City of Woodland Annexation
Initial Study

Prepared for:

City of Woodland
300 First Street
Woodland, CA 95695

Contact Info:

Erika Bumgardner
[email protected]

Prepared by:

AECOM
2020 L Street, Suite 400
Sacramento, CA 95811
Contact:

Matthew Gerken
Project Manager
916/414-5800

June 2022

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Annexations Initial Study AECOM
City of Woodland A-1 Appendix A
1 INTRODUCTION
The following tables provide a detailed summary of the City’s General Plan Policies and Implementation Programs applicable to minimizing and avoiding potential environmental impacts, as analyzed and identified through the 2035 General Plan and Climate Action Plan (CAP) Environmental Impact Report (EIR). Table A-1 identifies those General Plan Policies and Implementation Programs that would be relevant to future development within the proposed annexation areas, such that future development would be consistent with the 2035 General Plan and CAP, as applicable, and implement required measures to minimize potential environmental impacts in accordance with the 2035 General Plan and CAP EIR. Within Table A-1, the relevant policies, regulations, and development standards that would be uniformly applied to all future development within the annexation areas, as applicable, are identified. In the case that no such uniformly applied policy, regulation, or development standard currently exists to implement a required General Plan Policy or Implementation Program, then the policy or program would be enforced through a Condition of Approval on any future development within the proposed annexation areas. Table A-2 specifically identifies the Conditions of Approval that would be required of any future development within the proposed annexation areas; the City would require a project demonstrate consistency with the applicable Conditions of Approval prior to the issuance of a grading permit or improvement plans.

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AECOM Annexations Initial Study
Appendix A A-2 City of Woodland
Table A-1. 2035 General Plan Policies and Uniformly Applied Development Standards, Policies, and Regulations Applicable to Future Development Within Proposed Annexation Areas Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
Aesthetic
Resources
a) Have a substantial adverse
effect on a scenic vista?
None required.

Aesthetic
Resources
b) Substantially damage scenic
resources, including, but not
limited to, trees, rock
outcroppings, and historic
buildings within a state
scenic highway?
None required.

Aesthetic
Resources
c) In non-urbanized areas,
substantially degrade the
existing visual character or
quality of public views of
the site and its
surroundings? (Public views
are those that are
experienced from publicly
accessible vantage point). If
the project is in an
urbanized area, would the
project conflict with
applicable zoning and other
regulations governing
scenic quality?
None required.

Aesthetic
Resources
d) Create a new source of
substantial light or glare
which would adversely
affect day or nighttime
views in the area?
General Plan Policy 2.F.4 Light Pollution. Control artificial lighting to avoid spill-over lighting and preserve the night sky.

General Plan Policy 2.F.5 Glare. Control artificial lighting to prevent glare.

Woodland Municipal Code, Title
17 Zoning, Section 17.92.060 I
Industrial Zone (Performance
Standards)

City of Woodland Interim Zoning
Ordinance 2020, Section 3.11.A4
(Exterior Lighting)

City of Woodland Community

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Annexations Initial Study AECOM
City of Woodland A-3 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
Design Standards, Lighting
Standards
Agricultural
and Forestry
Resources
a) Convert Prime Farmland,
Unique Farmland, or
Farmland of Statewide
Importance (Farmland), as
shown on the maps
prepared pursuant to the
Farmland Mapping and
Monitoring Program of the
California Resources
Agency, to non-agricultural
use?
General Plan Policy 2.A.3 Agricultural Mitigation. For impacts to agriculture within the Urban Limit Line, require one acre to be permanently conserved for every acre converted to urban development. The farmland being conserved must be of the same Farmland Mapping and Monitoring Program type (Prime Farmland, Farmland of Statewide Importance, Unique Farmland, Farmland of Local Importance) as the farmland that is being converted, or of a type of higher quality, and the conserved farmland should be located as close to the Woodland Urban Limit Line as possible.

General Plan Policy 7.C.5. Agricultural Buffer. Require new development that occurs at the edge of the ULL to be set back a minimum of 150 feet from adjacent agricultural land where possible. Equivalent means of providing agricultural buffers may be considered by the Planning Commission on a case-by-case basis for parcels where development potential would be precluded or severely limited as a result of the required buffer size. The buffer shall be landscaped/vegetated and may include public right of way.

City of Woodland Municipal Code,
Section 15.33

Condition of Approval required for
General Plan Policy 7.C.5; see
Table A-2.

Agricultural
and Forestry
Resources
b) Conflict with existing
zoning for agricultural use
or a Williamson Act
contract?
None required.

Agricultural
and Forestry
Resources
c) Conflict with existing
zoning for, or cause
rezoning of, forest land (as
defined in Public Resources
Code section 12220(g)),
timberland (as defined by
Public Resources Code
section 4526), or timberland
zoned Timberland
Production (as defined by
Government Code section
51104(g))?
None required.

Agricultural
and Forestry
Resources
d) Result in the loss of forest
land or conversion of forest
land to non-forest use?
None required.

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AECOM Annexations Initial Study
Appendix A A-4 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
Agricultural
and Forestry
Resources
e) Involve other changes in the
existing environment,
which, due to their location
or nature, could result in
conversion of Farmland to
non-agricultural use or
conversion of forest land to
non-forest use?
None required.

Air Quality a) Conflict with or obstruct
implementation of the
applicable air quality plan?
See Air Quality checklist question b) below.

Air Quality b) Result in a cumulatively
considerable net increase of
any criteria pollutant for
which the project region is
non-attainment under an
applicable federal or state
ambient air quality
standard?
General Plan Policy 7.F.2 Best Management Practices. Require all projects to implement Best Management Practices (BMPs) for reducing air pollutant emissions associated with the construction and operation of development projects as a standard City condition of approval.

General Plan Implementation Program 7.18. New developments that could generate a potentially significant short-term air quality impact shall incorporate feasible construction mitigation strategies, including those listed below, those included in an updated set of mitigation recommendations prepared by the Yolo- Solano Air Quality Management District, or those determined by the City to be as effective:
a. Water all active construction areas at least twice daily. b. Haul trucks shall maintain at least two feet of freeboard. c. Cover all trucks hauling soil, sand, and other loose materials. d. Apply non-toxic binders (e.g., latex acrylic copolymer) to exposed areas after cut-and-fill operations and hydroseed area.
e. Apply chemical soil stabilizers on inactive construction areas (disturbed lands within construction projects that are unused for at least four consecutive days). f. Plant tree windbreaks on the windward perimeter of construction projects if adjacent to open land.
g. Plant vegetative ground cover in disturbed areas as soon as possible. h. Cover inactive storage piles.
i. Sweep streets if visible soil material is carried out from the construction site. j. Treat accesses to a distance of 100 feet from the paved road with a 6 to 12 inch layer of wood chips or mulch.

Woodland Municipal Code Section

17.92.060(B)

Woodland Interim Zoning
Ordinance 2020, Article 3, Section

3.11.B.5 and 3.11.B.7.d

Yolo-Solano Air Quality
Management District adopted
Rules and Regulations

California Code of Regulations
Sections 2449(2)(B) and 2485
Idling Restrictions

Condition of Approval required for
General Plan Implementation
Program 7.18; see Table A-2.

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Annexations Initial Study AECOM
City of Woodland A-5 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
k. Treat accesses to a distance of 100 feet from the paved road with a 6 -inch layer of gravel.
l. Limit all idling of vehicles and equipment that use gasoline or diesel fuel to five minutes maximum.
m. Use alternative power source, such as electricity, for construction equipment or use reformulated and emulsified fuels, incorporate catalyst and filtration technologies, and generally modernize the equipment fleet with cleaner and newer engines.

Air Quality c) Expose Sensitive Receptors
to Substantial Pollutant
Concentrations?
General Plan Policy 7.F.2 Best Management Practices. Require all projects to implement Best Management Practices (BMPs) for reducing air pollutant emissions associated with the construction and operation of development projects as a standard City condition of approval.

General Plan Policy 7.F.3 Protect Sensitive Receptors. For the purposes of environmental review of potential toxic air contaminant impacts, consider residentially designated land uses, hospitals and other medical facilities, residential care facilities, schools, day care centers, playgrounds to be “sensitive receptors.” Discourage the location of new sensitive receptor uses within 500 feet of a limited access state highway (State Route 113 and Interstate 5). Implement applicable buffer distances recommended by the California Air Resources Board between sensitive uses and sources of substantial pollutant concentrations.

Woodland Municipal Code Section

17.92.060(B)

Woodland Interim Zoning
Ordinance 2020, Article 3,
Section 3.11.B.5 and 3.11.B.7.d

Yolo-Solano Air Quality
Management District adopted
Rules and Regulations

California Code of Regulations
Sections 2449(2)(B) and 2485
Idling Restrictions

Conditions of Approval required
for General Plan Policy 7.F.3, and
Implementation Programs 7.17 and

7.19; see Table A-2.

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AECOM Annexations Initial Study
Appendix A A-6 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
d. Proposed large gas stations may demonstrate compliance with this implementation program by providing a minimum 300-foot buffer, while typical gas dispensing facilities would provide a minimum 50-foot buffer from existing sensitive receptors and from properties where the City’s land use designation would allow sensitive receptors.
e. Avoid siting new sensitive receptors within 500 feet of the edge of the closest travel lane of a freeway, urban roads with 100,000 vehicles per day, or rural roads with 50,000 vehicles per day.
f. Avoid siting new sensitive land uses within 300 feet of any existing dry cleaning operation.
g. As an alternative to these buffer distances, proposed sensitive receptors, uses that involve substantial truck trips, and large gas stations may provide a site- specific health risk assessment, using methods consistent with applicable guidance from the Office of Environmental Health Hazard Assessment, with mitigation, if necessary, to demonstrate compliance with applicable YSAQMD- recommended health risk thresholds. When health risk impacts exceed YSAQMD-recommended thresholds, feasible on-site mitigation measures to reduce TAC exposure shall be implemented to mitigate health risk impacts below YSAQMD thresholds. On-site measures could include, but are not limited to providing enhanced filtration systems (e.g., Minimum Efficiency Reporting Value 13 or greater) for near-by sensitive receptor buildings, changes to the TAC emission source’s operation, and positioning of exhaust and intake for ventilation systems to minimize exposure among others.

General Plan Implementation Program 7.19.
a. New development that would require the use of diesel-fueled construction equipment within 300 feet of an existing sensitive receptor use an equipment mix, incorporate buffering, schedule construction activities, or use other strategies to reduce potential health risk consistent with guidance from the Yolo-Solano Air Quality Management District.
b. Alternatively, a project applicant may prepare a site-specific estimate of diesel PM emissions associated with total construction activities and evaluate for health risk impact on existing sensitive receptors in order to demonstrate that applicable YSAQMD-recommended thresholds for toxic air contaminants would not be exceeded or that applicable thresholds would not be exceeded with the application of alternative mitigation techniques approved by the City. d) Result in other emissions
(such as those leading to
None required.

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Annexations Initial Study AECOM
City of Woodland A-7 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
odors) adversely affecting a
substantial number of
people?
Biological
Resources
a) Have a substantial adverse
effect, either directly or
through habitat
modifications, on any
species identified as a
candidate, sensitive, or
special-status species in
local or regional plans,
policies, or regulations, or
by the California
Department of Fish and
Game or the U.S. Fish and
Wildlife Service?
General Plan Policy 7.B.11 Sensitive Site Planning. Site new development to maximize the protection of native tree species and sensitive special-status plant and wildlife habitats.

General Plan Implementation Program 7.4
a. The City will require biological inventory surveys for new developments that could affect special-status species or sensitive habitat in areas designated for development under the General Plan.
b. The City will work with project applicants to identify opportunities to preserve special-status species occurrences and sensitive habitats through design and planning. […T]he City shall implement the applicable requirements of the HCP/NCCP as relevant to any specific land use project. [The details of Implementation Program 7.4 have been revised from as written in the City’s 2035 General Plan to reflect the fact that the HCP/NCCP has been adopted and Incidental Take Permits have been issued. General Plan Implementation Program 7.4 is now achieved through compliance with the HCP/NCCP through the City of Woodland’s Municipal Code Chapter 15.32, as applicable to discretionary projects.]
Based upon the initial biological reconnaissance surveys completed of the annexation areas, the following Avoidance and Minimization Measures of the HCP/NCCP would be applicable to portions of the annexation areas, as detailed in the Biological Survey Memorandum (AECOM 2021a):

Adjacent parcels under different land ownership will be surveyed only if access is granted or if the parcels are visible from authorized areas. b. If a construction project cannot avoid potential nest trees (as determined by the qualified biologist) by 1,320 feet, the City will require project proponent/s to retain a qualified biologist to conduct preconstruction surveys for active nests consistent with guidelines provided by the Swainson’s Hawk Technical City of Woodland Tree Ordinance
(Woodland Municipal Code
Chapter 12.48)

Migratory Bird Treaty Act, 16
U.S.C. Section 703, et. Seq

Protection of Bird Nests and
Raptors, California Fish and Game
Code, Section 3503

City of Woodland Municipal Code
Chapter 15.32 - This code applies
only to discretionary projects; by-
right projects within the
Annexation Areas would be
required to comply with the
requirements of this code as a
Conditional of Approval, as
included in Table A-2.

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AECOM Annexations Initial Study
Appendix A A-8 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
Advisory Committee (2000), between March 1 and August 30, within 15 days prior to the beginning of the construction activity. The results of the survey will be submitted to the Yolo Habitat Conservancy and CDFW. If active nests are found during preconstruction surveys, a 1,320-foot initial temporary nest disturbance buffer shall be established. If project-related activities within the temporary nest disturbance buffer are determined to be necessary during the nesting season, then the qualified biologist will monitor the nest and will, along with the City, consult with CDFW to determine the best course of action necessary to avoid nest abandonment or take of individuals. Work may be allowed only to proceed within the temporary nest disturbance buffer if Swainson’s hawk or white-tailed kite are not exhibiting agitated behavior, such as defensive flights at intruders, getting up from a brooding position, or flying off the nest, and only with the agreement of CDFW. The designated on-site biologist/monitor shall be on-site daily while construction-related activities are taking place within the 1,320-foot buffer and shall have the authority to stop work if raptors are exhibiting agitated behavior. Up to 20 Swainson’s hawk nest trees (documented nesting within the last 5 years) may be removed during the permit term, but they must be removed when not occupied by Swainson’s hawks.
c. For covered activities that involve pruning or removal of a potential Swainson’s hawk or white-tailed kite nest tree, the City will require project proponent/s to conduct preconstruction surveys that are consistent with the guidelines provided by the Swainson’s Hawk Technical Advisory Committee (2000). If active nests are found during preconstruction surveys, no tree pruning or removal of the nest tree will occur during the period between March 1 and August 30 within 1,320 feet of an active nest, unless a qualified biologist determines that the young have fledged and the nest is no longer active. d. Before any ground-disturbing activities, the City will require project proponent/s to identify and quantify (in acres) Swainson’s hawk habitat (as defined in the Yolo County HCP/NCCP Appendix A, Covered Species Accounts [Yolo HCP/NCCP 2018]) in and within 1,320 feet of a project footprint. The City will require project proponent/s to submit the Yolo HCP/NCCP Application Form for non-member agency projects and Member Agency Reporting Form for member agency projects, as applicable, and will pay applicable fees to the Yolo Habitat Conservancy as specified in the appropriate form.

Yolo County HCP/NCCP Avoidance and Minimization Measure 18. In accordance with AMM 18 of the Yolo HCP/NCCP:

Suitable habitat for the western burrowing owl is present within the proposed

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City of Woodland A-9 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
annexation areas. In accordance with AMM 18 of the Yolo HCP/NCCP, the City will require project proponent/s to retain a qualified biologist to conduct species-specific surveys and within 30-days but no less than 14 days prior to any ground disturbing activities necessary to implement proposed development and infrastructure projects, consistent with Appendix L of the Yolo HCP/NCCP, which follows CDFW guidelines.

If burrowing owls are identified during the species-specific pre-project survey, the City will require project proponent/s to minimize activities that will affect occupied habitat, as follows. Occupied habitat is considered fully avoided if the project footprint does not impinge on a non-disturbance buffer around the suitable burrow. For occupied burrowing owl nest burrows, this non - disturbance buffer could range from 150 to 1,500 feet (Table 4-2 of the Yolo HCP/NCCP, Recommended Restricted Activity Dates and Setback Distances by Level of Disturbance for Burrowing Owls), depending on the time of year and the level of disturbance, based on current guidelines.

Compliance Measure Bio 1: Avoid Direct Loss of Protected Bird Nests. While not required as mitigation for a significant impact under California Environmental Quality Act (CEQA), the following would be required for compliance with the MBTA and California Fish and Game Code:
• To the extent feasible, the City will require that construction activities be carried out during the nonbreeding season (between September 1 and January 31) for protected bird species in this region to avoid and minimize impacts to common migratory nesting birds.
• For any ground disturbance activity necessary to implement proposed development and infrastructure projects that would occur during the nesting season (between February 1 and August 31), the City will require the project applicant to conduct a preconstruction survey. The preconstruction survey shall be conducted by a qualified biologist before any activity occurring wi thin 500 feet of suitable nesting habitat for any protected bird species. The survey shall be timed to maximize the potential to detect nesting birds, and should be repeated within 10 days of the start of project-related activity. • If an active common bird species protected by the MBTA or California Fish and Game Code nest is found, the qualified biologist shall establish a buffer around the nest. No project activity shall commence within the buffer area until a qualified biologist confirms that the nest is no longer active. The size of the buffer shall be determined in consultation with CDFW. Buffer size is anticipated to range from 50 to 500 feet, depending on the nature of the project activity, the extent of existing disturbance in the area, and other rele vant

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Appendix A A-10 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
circumstances as determined by a qualified biologist in consultation with CDFW.
• Monitoring of all protected nests by a qualified biologist during construction activities will be required if the activity has potential to adversely affect the nest. If construction activities cause the nesting bird to vocalize, make defensive flights at intruders, get up from a brooding position, or fly off the nest, then the no-disturbance buffer shall be increased until the agitated behavior ceases. The exclusionary buffer will remain in place until the chicks have fledged or as otherwise determined by a qualified biologist.

Fish and Wildlife Service?
General Plan Policy 7.B.8 Native and Compatible Non-Native Plant Species.

Require developers to use native and compatible non-native species, especially drought-resistant species, to the extent possible in order to preserve the visual integrity of the landscape, provide benefits for native wildlife, and ensure that a variety of plants suited to the region are maintained.

General Plan Policy 7.B.11 Sensitive Site Planning. Site new development to maximize the protection of native tree species and sensitive special-status plant and wildlife habitats.

Implementation Program 7.6. If the project would result in fill or alteration of a waterway or any body of water supporting riparian forest habitat, the City will require project proponent/s to notify the California Department of Fish and Wildlife, obtain a Lake and Streambed Alteration Agreement if determined necessary by the California Department of Fish and Wildlife, and comply with all conditions of the Lake and Streambed Alteration Agreement.

General Plan Implementation Program 7.4. (See Biological Resource impact area a) above)
City of Woodland Tree Ordinance
(Woodland Municipal Code
Chapter 12.48)

City of Woodland Community
Design Standards, Landscaping

California Fish and Game Code
Section 1602

Biological
Resources
c) Have a substantial adverse
effect on state or federally
protected wetlands
(including, but not limited
to, marsh, vernal pool,
coastal, etc.) through direct
removal, filling,
hydrological interruption, or
General Plan Policy 7.B.11 Sensitive Site Planning. Site new development to maximize the protection of native tree species and sensitive special-status plant and wildlife habitats.

General Plan Implementation Program 7.4. (See Biological Resources impact area a) above).

City of Woodland Community
Design Standards, Landscaping

Clean Water Act, Section 401 and

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City of Woodland A-11 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
other means? according to U.S. Army Corps of Engineers’ methods, and to submit the completed delineation to the U.S. Army Corps of Engineers for jurisdictional determination. If the project would result in fill of wetlands or other waters of the United States, the City will require project proponent/s to obtain a Section 404 Clean Water Act permit from the U.S. Army Corps of Engineers and water quality certification from the Regional Water Quality Control Board pursuant to Section 401 of the Clean Water Act. If the project involves work in areas containing waters disclaimed by the USACE, project applicants shall obtain a Waste Discharge Requirement permit from the Regional Water Quality Control Board pursuant to the Porter Cologne Act. Project applicants shall be required to obtain all needed permits prior to project implementation, to abide by the conditions of the permits, including all mitigation requirements, and to implement all requirements of the permits in the timeframes required therein.

Compliance Measure Bio 2: Avoid Loss of and Degradation of Federally Protected Waters.
• If a proposed project would result in ground disturbance on the agricultural or roadside ditches, the City will require project proponent/s to conduct a delineation of waters of the United States according to USACE’ methods, and to submit the completed delineation to the USACE for jurisdictional determination.
• If implementation of a proposed project would result in fill of waters of the United States, the City will require that project proponent/s obtain a Section 404 Clean Water Act permit from the USACE and water quality certification from the Regional Water Quality Control Board pursuant to Section 401 of the Clean Water Act.
• If implementation of a proposed project involves work in areas containing waters disclaimed by the USACE, the City will require that the applicant obtain a Waste Discharge Requirement permit from the Regional Water Quality Control Board pursuant to the Porter Cologne Act.
• The City will require that the applicant obtain all needed permits prior to project implementation, to abide by the conditions of the permits, including all mitigation requirements, and to implement all requirements of the permits in the timeframes required therein.

Section 404

To ensure appropriate review of
potential impacts to wetlands and
other waters of the United States,
Conditions of Approval required
for General Plan Implementation
Program 7.5 and Compliance
Measures Bio 2; see Table A-2.

Biological
Resources
d) Interfere substantially with
the movement of any native
resident or migratory fish or
wildlife species or with
None required.

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Appendix A A-12 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
established native resident
or migratory wildlife
corridors, or impede the use
of native wildlife nursery
sites?
Biological
Resources
e) Conflict with any local
policies or ordinances
protecting biological
resources, such as a tree
preservation policy or
ordinance?
None required. City of Woodland Municipal Code
Chapter 12.48, Tree Ordinance
Biological
Resources
f) Conflict with the provisions
of an adopted Habitat
Conservation Plan, Natural
Community Conservation
Plan, or other approved
local, regional, or state
habitat conservation plan?
See impact questions Biological Resources a) and b) above.

Cultural
Resources
a) Cause a substantial adverse
change in the significance of a
historical resource pursuant to
Section 15064.5?
General Plan Policy 7.E.2. Discovery of Resources. If cultural, archaeological, or paleontological resources are discovered during construction, ensure their evaluation and protection, as appropriate, in accordance with applicable Federal and State laws and regulations.

General Plan Implementation Program 7.13.
a. During ground-disturbing activities necessary to implement proposed development and infrastructure projects, if any prehistoric or historic subsurface resources are discovered, all work within 100 feet of the resources shall be halted and a qualified archaeologist1 shall be consulted within 24 hours to assess the significance of the find, according to CEQA Guidelines Section 15064.5, and implement, as applicable, CEQA Guidelines Sections 15064.5(d), (e), and (f).

California Public Resources Code
5097

Archaeological Resources
Protection Act (16 U.S. Code
470aa-470mm)

National Historic Preservation Act
(54 U.S. Code Section 300101 et
seq.)

Conditions of Approval required

1 The California Office of Historic preservation utilizes the Secretary of the Interior’s Standards and Guidelines for Archeology and Historic Preservation as found in Code of Federal Regulations, 36 CFR Part 61. The minimum professional qualifications in archeology are a graduate degree in archeology, anthropology, or closely related field plus: 1. At least one year of full-time professional experience or equivalent specialized training in archeological research, administration or management; 2. At least four months of supervised field and analytic experience in general North American archeology; and 3. Demonstrated ability to carry research to completion. In addition to these minimum qualifications, a professional in prehistoric archeology shall have at least one year of full-time professional experience at a supervisory level in the study of archeological resources of the prehistoric period. A professional in historic archeology shall have at least one year of full-time professional experience at a supervisory level in the study of archeological resources of the historic period.

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City of Woodland A-13 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
b. If any find is determined to be a historical resource according to CEQA Guidelines Section 15064.5, representatives from the City and the archaeologist will meet to determine the appropriate avoidance measures or other appropriate mitigation. Cultural resources shall be recorded on appropriate Department of Parks and Recreation forms, and all significant cultural materials recovered shall be, as necessary and at the discretion of the qualified archaeologist and in consultation with the local Native American community if the discovery is prehistoric in age, subject to scientific analysis, professional curation, and documentation according to professional standards. If it is determined that the proposed development or infrastructure project could damage a historical resource or a unique archaeological resource (as defined pursuant to the CEQA Guidelines), mitigation shall be implemented in accordance with Section 21083.2 of the California Public Resources Code and CEQA Guidelines Section 15126.4, with a preference for preservation in place. Work may proceed on other parts of the project site while mitigation for historical resources or unique archaeological resources is being carried out. Preservation in place may be accomplished by planning construction to avoid the resource; incorporating the resource within open space; capping and covering the resource; or deeding the site into a permanent conservation easement. c. If avoidance is not feasible, the qualified archaeologist shall develop and oversee the execution of a treatment plan. The treatment plan shall include, but shall not be limited to, data recovery procedures based on location and type of archaeological resources discovered and a preparation and submittal of report of findings to the Northwest Information Center of the California Historical Resources Information System. Data recovery shall be designed to recover the significant information the archaeological resource is expected to contain, based on the scientific/historical research questions that are applicable to the resource, what data classes the resource is expected to possess, and how the expected data classes would address the applicable resource questions. Data recovery, in general, should be limited to the portions of the historical property that could be adversely affected by project proponents’ actions. Destructive data recovery methods shall not be applied to portions of the archaeological resources if nondestructive methods are practical.

Compliance Measure Cultural 1: Cultural Resources Sensitivity Training Prior to ground-disturbing activities necessary to implement proposed development and infrastructure projects, contractors shall receive cultural resource sensitivity training to identify potential archaeological resources and that all work should cease within 150 feet of prehistoric cultural resources that may be discovered during project implementation.
for General Plan Implementation
Program 7.13 and Compliance
Measure Cultural 1; see Table A-2.

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Standards, Policies, and
Regulations
Cultural
Resources
b) Cause a substantial adverse
change in the significance
of an archaeological
resource pursuant to Section
15064.5?
General Plan Policy 7.E.2. Discovery of Resources; see Cultural Resources checklist item a) above.

General Plan Implementation Program 7.13; see Cultural Resources checklist item a) above.

Compliance Measure Cultural 1; see Cultural Resources checklist item a) above.

Cultural
Resources
c) Disturb any human remains,
including those interred
outside of formal
cemeteries?
General Plan Implementation Program 7.14.
a. Consistent with Health and Safety Code, Section 7050 through 7052 and Health and Safety Code Section 8010 through 8030, in the event of the accidental discovery or recognition of any human remains in any location other than a dedicated cemetery during construction, the City and contractor/s shall take the following steps:
(1) No further excavation or disturbance of the project site or any nearby area reasonably suspected to overlie adjacent human remains will occur until:
(A) the coroner of Yolo County has been contacted to determine that no investigation of the cause of death is required, and
(B) if the coroner determines the remains to be Native American:

1. the coroner shall contact the Native American Heritage Commission within 24 hours;

2. the Native American Heritage Commission shall identify the person or persons it believes to be the most likely descendant from the deceased Native American; and

3. the most likely descendant may make recommendations to the landowner or the person responsible for the excavation work, for means of treating or disposing of, with appropriate dignity, the human remains and any associated grave goods, as provided in Section 5097.98 of the Public Resources Code; or
(2) Where the following conditions occur, the landowner or his or her authorized representative shall rebury the Native American remains and associated grave goods with appropriate dignity on the property in a location not subject to further subsurface disturbance:
(A) the Native American Heritage Commission is unable to identify a most likely descendant or the most likely descendant fails to make a recommendation within 24 hours after being notified by the commission;
(B) the most likely descendant identified fails to make a recommendation; or California Health and Safety Code,
Section 7050 through 7052

California Native American Graves
Protection and Repatriation Act,
Health and Safety Code, Division
7, Part 2, Chapter 5 Section 8010
through 8030

National Historic Preservation Act
(36 CFR 60)

Procedures for the Protection of
Historic Properties (33 CFR 325
Appendix C)

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Regulations
(C) the landowner or his or her authorized representative rejects the recommendation of the most likely descendant, and mediation by the Native American Heritage Commission fails to provide measures acceptable to the landowner.

Energy a) Result in potentially
significant environmental
impact due to wasteful,
inefficient, or unnecessary
consumption of energy
resources, during project
construction or operation?
General Plan Policy 2.C.2. Consistency with the Climate Action Plan. Ensure that new development is consistent with the objectives and targets of the City’s Climate Action Plan.

General Plan Policy 3.E.4 Interconnected Network. Require new development to create complete pedestrian networks with linkages such as walkways, pase os, and shared-use paths that interconnect pedestrian facilities.

Policy 3.F.4 Bicycle Facilities. Require residential, commercial, and industrial developments to include bicycle lanes or pathways in accordance with the Bikeway Master Plan or Specific Plans when constructing new roadways or upgrading existing streets.

General Plan Policy 5.H.9 Reduce Demand. Reduce wastewater system demand through efficient water use by requiring water-conserving design and equipment in new construction; encouraging retrofitting with water-conserving devices; and designing, constructing, and repairing wastewater systems to minimize inflow and infiltration to the extent economically feasible.

City of Woodland Municipal Code

13.32 for Water Conservation

City of Woodland Municipal Code
Article 17.112 for Landscaping.

City of Woodland Interim Zoning
Code Section 3.06.E.7 through 10,
and 11 for connectivity, pedestrian
access, outdoor spaces and shading
within Community Commercial
Zones.

City of Woodland Community
Design Standards

California Code of Regulations,
Title 24, Part 11 (CalGreen)

California Code of Regulations,
Title 20, Appliance Efficiency
Standards

California Code of Regulations,
Title 23. Waters, Divisions 2.

Department of Water Resources,
Chapter 2.7, Model Water Efficient
Landscape Ordinance
Energy b) Conflict with or obstruct a
state or local plan for
renewable energy or energy
General Plan Policy 2.C.2. Consistency with the Climate Action Plan. Ensure that new development is consistent with the objectives and targets of the City’s Climate Action Plan.

See Energy impact topic a) above.

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Resource Topic
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Standards, Policies, and
Regulations
efficiency?
Geology, Soils,
Minerals
Resources, and
Paleontological
Resources
a) Directly or indirectly cause
potential substantial adverse
effects, including the risk of
loss, injury, or death
involving:
i) Rupture of a known
earthquake fault, as
delineated on the most
recent Alquist-Priolo
Earthquake Fault
Zoning Map issued by
the State Geologist for
the area or based on
other substantial
evidence of a known
fault? (Refer to
California Geological
Survey Special
Publication 42.)
ii) Strong seismic ground
shaking?
iii) Seismic-related ground
failure, including
liquefaction?
iv) Landslides?
General Plan Policy 8.A.1. Minimize Seismic Risk. Continue to maintain and enforce appropriate standards to ensure new development is designed to meet current safety standards associated with seismic activity. Require public and private development to be located, designed, and constructed to minimize the risk of loss of life and injury in the event of a major earthquake or other natural disaster.

General Plan Policy 8.A.2. Geologic-Seismic Analysis. Require the preparation of a soils engineering and geologic-seismic analysis prior to permitting development in areas prone to geological or seismic hazards (i.e., groundshaking, liquefaction, expansive soils).

City of Woodland Municipal Codes
Chapter 15.04 Building Codes
Earthquake Hazards Reduction Act,
Public Law 95-124

California Health and Safety Code
Section 19100 et seq. (Earthquake
Protection Law)

California Code of Regulations
Title 5, Division, Chapter 14,
Sections 14001–14036

Geology, Soils,
Minerals
Resources, and
Paleontological
Resources
b) Result in substantial soil
erosion or the loss of
topsoil?
General Plan Policy 5.I.3. Overland Flow Requirements in New Development.

Require development to provide for the overland flow of stormwater meeting or exceeding the City's standard design capacity of the storm drainage system.

Overland flow waters should be conveyed over public streets where possible and should be at least one foot below building pad elevations and contain provisions for removal of silt and other contaminants.

General Plan Policy 5.I.4. Low Impact Development. Require new development and redevelopment projects to incorporate site design and low impact development runoff requirements, in accordance with the Municipal Code. Such features may include, but are not limited to:
• Canopy trees or shrubs to absorb rainwater;
City of Woodland Municipal Code
Chapter 8.08 Urban Stormwater
Quality Management and
Discharge Control

City of Woodland Post
Construction Standards Plan (Low
Impact Development &
Hydromodification) for compliance
with the City’s Phase II MS4
permit with the State Water

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Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
• Grading that lengthens flow paths over permeable surfaces and increases runoff travel time to reduce the peak hour flow rate;
• Partially removing curbs and gutters from parking areas where appropriate to allow stormwater sheet flow into vegetated areas;
• Use of permeable paving in parking lots and other areas characterized by significant impervious surfaces;
• On-site stormwater detention, use of bioswales and bioretention basins to facilitate infiltration; and
• Integrated or subsurface water retention facilities to capture rainwater for use in landscape irrigation and other non-potable uses.

General Plan Policy 5.I.5. Prohibiting Grading Activities in Rainy Season.

Prohibit grading activities during the rainy season, unless adequately mitigated, to avoid sedimentation of storm drainage facilities.

Resources Control Board

California State Water Resources
Control Board General Permit for
Storm Water Discharges
Associated with Construction and
Land Disturbance Activities (Order
2009-0009-DWQ, as amended)

Stormwater Best Management
Practices for Construction
Handbook, California Stormwater
Quality Association

Geology, Soils,
Minerals
Resources, and
Paleontological
Resources
c) Be located on a geologic
unit or soil that is unstable,
or that would become
unstable as a result of the
project, and potentially
result in on- or off-site
landslide, lateral spreading,
subsidence, liquefaction, or
collapse?
None required.

Require appropriate design specification including special slabs where foundations are in areas of expansive soils.

Condition of Approval required for
General Plan Policy 8.A.3; see
Table A-2.

Geology, Soils,
Minerals
Resources, and
Paleontological
Resources
e) Have soils incapable of
adequately supporting the
use of septic tanks or
alternative waste water
disposal systems where
sewers are not available for
General Plan Policy 5.H.6. Connection to Sewer System. Require all sewage generators within its service area to connect to the City’s system, except those areas where the City has determined a connection to the City’s sewage collection system would be infeasible.

General Plan Implementation Program 5. 14. Where soils are proposed for use as leach fields associated with wastewater treatment, the City shall require a site- City of Woodland Municipal Code
Chapter 13.12 Sewer and Storm
Drainage Services, Section

13.12.020

City of Woodland Municipal Code

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Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
the disposal of waste water? specific evaluation by a licensed geotechnical engineer regarding the soil suitability, including a perc test, as appropriate. All septic systems or other forms of on-site wastewater treatment and disposal facilities shall be designed by a licensed geotechnical or civil engineer. On-site wastewater treatment systems shall be designed to meet the following parameters:
• provide available effective absorptive area in both primary and reserve disposal fields;
• provide appropriate separation between the disposal field bottom and groundwater or a restrictive soil layer;
• factor the ground slope in both the primary and reserve disposal field areas; • factor the influent wastewater strength and quantity in wastewater system design;
• accommodate requirements for setbacks from wells, surface waters, and property boundaries; and
• provide treatment of wastewater such that it does not adversely affect water quality or endanger public health.

Chapter 13.12 Sewer and Storm
Drainage Services, Section

13.12.030
Geology, Soils,
Minerals
Resources, and
Paleontological
Resources
f) Directly or indirectly destroy
a unique paleontological
resource or site or unique
geologic feature?
General Plan Policy 7.E.2. Discovery of Resources. If cultural, archaeological, or paleontological resources are discovered during construction, ensure their evaluation and protection, as appropriate, in accordance with applicable Federal and State laws and regulations.

General Plan Implementation Program 7.15.
• Prior to the start of earthmoving activities that would disturb 1 acre of land or more within the Riverbank or Modesto Formations, the project applicant shall inform all construction personnel involved with earthmoving activities regarding the possibility of encountering fossils, the appearance and types of fossils likely to be seen during construction, and proper notification procedures should fossils be encountered.
• If paleontological resources are discovered during earthmoving activities, the construction crew shall immediately cease work in the vicinity of the find and notify the City of Woodland Community Development Department. • The project applicant shall retain a qualified paleontologist to evaluate the resource and prepare a recovery plan. The recovery plan may include, but is not limited to, a field survey, construction monitoring, sampling and data recovery procedures, museum curation for any specimen recovered, and a report of findings. Recommendations in the recovery plan that are determined by the City to be necessary and feasible shall be implemented before construction activities Conditions of Approval required
for General Plan Implementation
Program 7.15; see Table A-2.

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Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
can resume at the site where the paleontological resources were discovered.

Greenhouse
Gas Emissions
a, b) Generate greenhouse gas
emissions, either directly or
indirectly, that may have a
significant impact on the
environment or conflict
with an Applicable Plan,
Policy, or Regulation
Adopted for the Purposes of
Reducing Emissions of
Greenhouse Gas Emissions?
General Plan Policy 2.C.2. Consistency with the Climate Action Plan. Ensure that new development is consistent with the objectives and targets of the City’s Climate Action Plan.

City of Woodland Municipal Code
Article 17.112 for Landscaping.

California Code of Regulations,
Title 24, Part 11 (CalGreen)

California Code of Regulations,
Title 20, Appliance Efficiency
Standards

California Code of Regulations,
Title 23. Waters, Divisions 2.

Department of Water Resources,
Chapter 2.7 Model Water Efficient
Landscape Ordinance

Condition of Approval required for
implementation of General Plan
Policy 2.C.2; see Table A-2.

Hazards and
Hazardous
Materials
a) Create a significant hazard
to the public or the
environment through the
routine transport, use, or
disposal of hazardous
materials?
General Plan Policy 8.E.2. Disposal and Storage Plan. Requires that new development for industries that will generate hazardous wastes or utilize hazardous materials include a detailed plan for hazardous waste reduction, recycling, and storage.

General Plan Policy 8.E.3. Buffer Zone. Requires that new development for industries store and process hazardous materials provide a buffer zone between the installation and the property boundaries sufficient to protect public safety.

City of Woodland Municipal Code,
Chapter 8.20, Section 8.20.010

City of Woodland Building
Division Hazardous Materials
Survey

Compliance with the Yolo County
Environmental Health Division
Unified Program regulatory
standards
Hazards and
Hazardous
b) Create a significant hazard
to the public or the
General Plan Policy 8.E.2. Disposal and Storage Plan. Requires that new development for industries that will generate hazardous wastes or utilize hazardous City of Woodland Municipal Code,
Chapter 8.20, Section 8.20.010

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Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
Materials environment through
reasonably foreseeable
upset and/or accident
conditions involving the
release of hazardous
materials into the
environment?
materials include a detailed plan for hazardous waste reduction, recycling, and storage.

City of Woodland Building
Division Hazardous Materials
Survey

Compliance with the Yolo County
Environmental Health Division
Unified Program regulatory
standards

Hazards and
Hazardous
Materials
c) Emit hazardous emissions or
handle hazardous or acutely
hazardous materials,
substances, or waste within
one-quarter mile of an
existing or proposed
school?
None required.

Hazards and
Hazardous
Materials
d) Be located on a site which is
included on a list of
hazardous materials sites
compiled pursuant to
Government Code §65962.5
and, as a result, would it
create a significant hazard
to the public or the
environment?
None required.

Hazards and
Hazardous
Materials
e) For a project located within
an airport land use plan or,
where such a plan has not
been adopted, within two
miles of a public airport or
public use airport, would
the project result in a safety
hazard or excessive noise
for people residing or
None required.

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Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
working in the project area?
Hazards and
Hazardous
Materials
f) Impair implementation of or
physically interfere with an
adopted emergency
response plan or emergency
evacuation plan?
None required.

Hazards and
Hazardous
Materials
g) Expose people or structures,
either directly or indirectly,
to a significant risk of loss,
injury, or death involving
wildland fires?
None required.

Hydrology and
Water Quality
a) Violate any water quality
standards or waste
discharge requirements or
otherwise substantially
degrade surface or ground
water quality?
General Plan Policy 5.1.3. Overland Flow Requirements in New Development.

Require development to provide for the overland flow of stormwater meeting or exceeding the City’s standard design capacity of the storm drainage system.

General Plan Policy 5.1.4. Low Impact Development. Require new development and redevelopment projects to incorporate site design and low impact development runoff requirements, in accordance with the Municipal Code to reduce runoff rates, filter out pollutants, and facilitate groundwater infiltration. Such features may include, but are not limited to:
• Canopy trees or shrubs to absorb rainwater;
• Grading that lengthens flow paths over permeable surfaces and increases runoff travel time to reduce the peak hour flow rate;
• Partially removing curbs and gutters from parking areas where appropriate to allow stormwater sheet flow into vegetated areas;
• Use of permeable paving in parking lots and other areas characterized by significant impervious surfaces;
• On-site stormwater detention, use of bioswales and bioretention basins to facilitate infiltration;
• Integrated or subsurface water retention facilities to capture rainwater for use in landscape irrigation and other non-potable uses; and
• Innovative engineering practices that allow for compact, connected, and walkable urban design.

City of Woodland Municipal Code,
Chapter 8.08 Urban Stormwater
Quality Management and
Discharge Control

City of Woodland Post
Construction Standards Plan

SWRCB’s General Permit for
Storm Water Discharges
Associated with Construction and
Land Disturbance Activities
(Construction General Permit)
(Order 2009-009-DWQ as
amended by Order No. 2012-0006-
DWQ)

Stormwater Best Management
Practices for Construction
Handbook, California Stormwater
Quality Association

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Appendix A A-22 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
General Plan Policy 5.I.5 Prohibiting Grading Activities in Rainy Season.

Prohibit grading activities during the rainy season, unless adequately mitigated, to avoid sedimentation of storm drainage facilities.

Policy 7.A.4 Best Management Practices. Continue to require the use of feasible and practical best management practices (BMPs) and promote Low Impact Development to protect receiving waters from the adverse effects of construction activities and urban and agricultural runoff.

Hydrology and
Water Quality
b) Substantially decrease
groundwater supplies or
interfere substantially with
groundwater recharge such
that there the project may
impede sustainable
groundwater management
of the basin?
General Plan Policy 5.1.4. Low Impact Development. Require new development and redevelopment projects to incorporate site design and low impact development runoff requirements, in accordance with the Municipal Code to reduce runoff rates, filter out pollutants, and facilitate groundwater infiltration. Such features may include, but are not limited to:
• Canopy trees or shrubs to absorb rainwater;
• Grading that lengthens flow paths over permeable surfaces and increases runoff travel time to reduce the peak hour flow rate;
• Partially removing curbs and gutters from parking areas where appropriate to allow stormwater sheet flow into vegetated areas;
• Use of permeable paving in parking lots and other areas characterized by significant impervious surfaces;
• On-site stormwater detention, use of bioswales and bioretention basins to facilitate infiltration;
• Integrated or subsurface water retention facilities to capture rainwater for use in landscape irrigation and other non-potable uses; and
• Innovative engineering practices that allow for compact, connected, and walkable urban design.

City of Woodland Municipal Code,
Chapter 8.08 Urban Stormwater
Quality Management and
Discharge Control

City of Woodland Post
Construction Standards Plan

Stormwater Best Management
Practices for Construction
Handbook, California Stormwater
Quality Association
Hydrology and
Water Quality
c) Substantially alter the
existing drainage pattern of
the site or area, including
through the alteration of the
course of a stream or river
or through the addition of
impervious surfaces, in a
manner which would:

General Plan Policy 5.1.3. Overland Flow Requirements in New Development.

Require development to provide for the overland flow of stormwater meeting or exceeding the City’s standard design capacity of the storm drainage system.

General Plan Policy 5.1.4. Low Impact Development. Require new development and redevelopment projects to incorporate site design and low impact development City of Woodland Municipal Code,
Chapter 8.08 Urban Stormwater
Quality Management and
Discharge Control

City of Woodland Post
Construction Standards Plan

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Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
i) Result in substantial
erosion or siltation on-
or off-site;
ii, iii) Substantially increase
the rate or amount of
surface runoff in a
manner which would
result in flooding on- or
off-site; Create or
contribute runoff water
which would exceed the
capacity of existing or
planned stormwater
drainage systems or
provide substantial
additional sources of
polluted runoff;
iv) Impede or redirect flood
flows.
runoff requirements, in accordance with the Municipal Code to reduce runoff rates, filter out pollutants, and facilitate groundwater infiltration. Such features may include, but are not limited to:
• Canopy trees or shrubs to absorb rainwater;
• Grading that lengthens flow paths over permeable surfaces and increases runoff travel time to reduce the peak hour flow rate;
• Partially removing curbs and gutters from parking areas where appropriate to allow stormwater sheet flow into vegetated areas;
• Use of permeable paving in parking lots and other areas characterized by significant impervious surfaces;
• On-site stormwater detention, use of bioswales and bioretention basins to facilitate infiltration;
• Integrated or subsurface water retention facilities to capture rainwater for use in landscape irrigation and other non-potable uses; and
• Innovative engineering practices that allow for compact, connected, and walkable urban design.

General Plan Policy 5.I.5 Prohibiting Grading Activities in Rainy Season.

Prohibit grading activities during the rainy season, unless adequately mitigated, to avoid sedimentation of storm drainage facilities.

General Plan Policy 7.A.4 Best Management Practices. Continue to require the use of feasible and practical best management practices (BMPs) and promote Low Impact Development to protect receiving waters from the adverse effects of construction activities and urban and agricultural runoff.

General Plan Policy 8.B.2. Flood Hazard Evaluation. Require evaluation of potential flood hazards prior to approval of development projects. Require proponents of new development to submit accurate topographic and flow characteristics information. This will include depiction of the 200-year floodplain boundaries under fully developed, pre- and post-project runoff conditions.

General Plan Policy 8.B.3. New Development in Flood Hazard Zones. No subdivisions, development agreements, or permits that would place development within a flood hazard zone can be approved unless the City makes explicit findings that either existing flood management facilities provide an adequate level of protection from flooding, the City has conditioned the project to provide an adequate level of protection, or the local flood management agency has made adequate progress on the construction of a flood protection system that will provide adequate protection. [Further detailed requirements of review are City of Woodland Municipal Code,
Chapter 15.12.

City of Woodland Municipal Code,
Chapter 17.96

Stormwater Best Management
Practices for Construction
Handbook, California Stormwater
Quality Association

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AECOM Annexations Initial Study
Appendix A A-24 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
provided on page SE-59 of the 2035 General Plan]
General Plan Policy 8.B.5. Protective Structures. Require installation of protective structures or other design measures to protect proposed building and development sites from the effects of flooding.

General Plan Policy 8.B.7. Adjacent Property. Require that new flood management projects or development within areas subject to flooding ensure that floodwaters will not be diverted into adjacent property to increase flood hazards on properties located elsewhere unless secured through a flood easement or fee title buyout.

General Plan Policy 8.B.11. Levee Inundation Area. Require new development in levee inundation areas to conduct an analysis of risk from levee failure.

Hydrology and
Water Quality
d) In flood hazard, tsunami, or
seiche zones, risk release of
pollutants due to project
inundation?
None required.

Hydrology and
Water Quality
e) Conflict with or obstruct
implementation of a water
quality control plan or
sustainable groundwater
management plan?
See Hydrology and Water Quality impact questions a) and b) above.

Land Use and
Planning
a) Physically divide an
established community?
None required.

Land Use and
Planning
b) Cause a significant
environmental impact due
to a conflict with any land
use plan, policy, or
regulation adopted for the
purpose of avoiding or
mitigating an environmental
effect?
None required.

Mineral
Resources
a) Result in the loss of
availability of a known
mineral resource that would
be of value to the region
and the residents of the
state?
None required.

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Standards, Policies, and
Regulations
Mineral
Resources
b) Result in the loss of
availability of a locally
important mineral resource
recovery site delineated on
a local general plan, specific
plan, or other land use plan?
None required.

Noise and
Vibration
a) Generation of a substantial
temporary or permanent
increase in ambient noise
levels in the vicinity of the
project in excess of
standards established in the
local general plan or noise
ordinance, or applicable
standards of other agencies?
General Plan Policy 8.G.3 Noise Exposure from Transportation Sources.

Require noise-reducing mitigation to meet allowable outdoor and indoor noise exposure standards in Table 8-7 [of the 2035 General Plan]. Noise mitigation measures that may be approved to achieve these noise level targets include but are not limited to the following:
• Construct facades with substantial weight and insulation; • Use sound-rated windows for primary sleeping and activity areas; • Use sound-rated doors for all exterior entries at primary sleeping and activity areas;
• Use minimum setbacks and exterior barriers;
• Use acoustic baffling of vents for chimneys, attic and gable ends; • Install a mechanical ventilation system that provides fresh air under closed window conditions; and
• Maximize site design so that buildings shelter outdoor areas.

General Plan Policy 8.G.5 New Noise-Sensitive Receptors. Prohibit development of new noise-sensitive receptors where the noise level due to non- transportation noise sources will exceed the noise level standards of Table 8 -6 [of the 2035 General Plan] as measured immediately within the property line of the new development, unless effective noise mitigation measures have been incorporated into the development design to achieve the standards. Create peaceful outdoor spaces where possible, but acknowledge that particular ambient outdoor thresholds may not always be achievable. Require noise mitigation to assure acceptable interior noise levels appropriate to the land use type:
• 45 dB Ldn for residential, transient lodgings, hospitals, nursing homes, and other uses where people normally sleep; and
• 45 dB Leq (peak hour) for office buildings and similar uses.

General Plan Policy 8.G.6 New Non-Transportation Noise Sources. Require that noise created by new non-transportation noise sources be mitigated so as not to exceed the noise level standards of Table 8-6 [of the 2035 General Plan] as measured immediately within the property line of lands designated for noise- City of Woodland Municipal Code,
Title 17 Zoning, Chapter 17.92
Industrial Zone, Section 17.92.060
Performance Standards

City of Woodland Construction
Noise Guidelines, Municipal Code,
Section 9.28.090 (Noise
Ordinance)

City of Woodland Interim Zoning
Ordinance 2020, Article 3, Section

3.11.B.7.g (Noise Standards)

City of Woodland Community
Design Standards, Site Planning for
Commercial Development

City of Woodland Municipal Code,
Section 9.52 (Right to Farm
Ordinance)

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Appendix A A-26 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
sensitive receptors.

General Plan Policy 8.G.7 Roadway Improvements. Where existing noise- sensitive receptors may be exposed to increased noise levels due to increased roadway capacity and increases in travel speeds associated with roadway improvements, apply the following criteria to determine the significance of increases in noise related to roadway improvement projects:
• Where existing traffic noise levels are less than 70 dB Ldn at the outdoor activity areas of noise-sensitive receptors, a +5 dB Ldn increase in noise levels due to a roadway improvement project, will be considered significant; and • Where existing traffic noise levels range between 70 and 75 dB Ldn at the outdoor activity areas of noise-sensitive receptors, a +3 dB Ldn increase in noise levels due to a roadway improvement project will be considered significant; and • Where existing traffic noise levels are greater than 75 dB L dn at the outdoor activity areas of noise-sensitive receptors, a +1.5 dB Ldn increase in noise levels due to a roadway improvement project will be considered significant.

General Plan Policy 8.G.8 Site and Building Design. Orient buildings such that the noise sensitive portions of a project are shielded from noise sources.

General Plan Policy 8.G.9 Existing Development. Promote the use of noise attenuation measures to improve the acoustic environment where existing noise sensitive uses are located in noise-impacted environments, such as along arterial streets or adjacent to noise-producing uses. For non-conforming uses, the burden of noise attenuation falls on the non-conforming use. For allowed uses, the burden falls on the newest use, subject to possible later reimbursement based on benefit received by later use. Allowed uses that are developed simultaneously will share the burden of noise attenuation.

General Plan Policy 8.G.10 Right-to-Farm Ordinance. Support the City and County’s right-to-farm ordinances, especially as they relate to noise emanating from agricultural operations adjacent to urban uses, by requiring notification of the potential impacts to adjacent property owners, purchasers, residents, and users.

General Plan Policy 8.G.11 Construction Noise. Consider construction noise to be an acceptable impact that is an expected byproduct of planned growth, so long as the land use is consistent with the General Plan, and noise levels are consistent with the General Plan and Construction Noise Ordinance.

General Plan Policy 8.G.13 Noise Attenuation Barriers. Noise attenuation barriers are strongly discouraged, expect to attenuate noise for existing developed uses, and may be used in the context of new development only when no other approach to noise mitigation is feasible.

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Annexations Initial Study AECOM
City of Woodland A-27 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
General Plan Policy 8.G.14 Vehicle Traffic. New developments shall disperse vehicular traffic onto a network of fully connected smaller roadways and minimize funneling of local traffic onto large-volume, high speed roadways near existing or planned noise-sensitive uses to the maximum extent feasible.

General Plan Policy 8.G.15 Operational Noise. In new development areas, service, utility, loading areas, roof-mounted equipment, and noise-generating equipment shall be screened, designed, and located to reduce visibility and noise for surrounding properties and pedestrian areas.

General Plan Implementation Program 8.13.
a. Demolition, construction, site preparation, and related activities that would generate noise perceptible at the property line of the subject property are limited to the hours between 7:00 A.M. and 6:00 P.M. on Monday through Saturday and between 9:00 A.M. and 6:00 P.M. on Sunday and federal holidays. The building inspector may issue an exception to this limitation on hours in cases of urgent necessity where the public health and safety will not be substantially impaired.
b. Idling times for noise-generating equipment used in demolition, construction, site preparation, and related activities shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes.
c. Demolition, construction, site preparation, and related activities that do not involve pile driving proposed within 445 feet from the edge of properties with existing, occupied noise-sensitive uses shall incorporate all feasible strategies to reduce noise exposure for noise-sensitive uses, including:
• Provide written notice to all known occupied noise-sensitive uses within 400 feet of the edge of the project site boundary at least 2 weeks prior to the start of each construction phase of the construction schedule; • Ensure that construction equipment is properly maintained and equipped with noise control components, such as mufflers, in accordance with manufacturers’ specifications;
• Re-route construction equipment away from adjacent noise-sensitive uses; • Locate noisy construction equipment away from surrounding noise-sensitive uses;
• Use sound aprons or temporary noise enclosures around noise-generating equipment;
• Position storage of waste materials, earth, and other supplies in a manner that will function as a noise barrier for surrounding noise-sensitive uses; • Use the quietest practical type of equipment;

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Appendix A A-28 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
• Use electric powered equipment instead of diesel or gasoline engine powered equipment;
• Use shrouding or shielding and intake and exhaust silencers/mufflers; and • Other effective and feasible strategies to reduce construction noise exposure for surrounding noise-sensitive uses.
d. For construction of buildings that require the installation of piles, an alternative to installation of piles by hammering shall be used. This could include the use of augured holes for cast-in-place piles, installation through vibration or hydraulic insertion, or another low-noise technique.

Noise and
Vibration
b) Generation of excessive
groundborne vibration or
groundborne noise levels.

General Plan Implementation Program 8.12.
a. New development that proposes the use of piles for foundations shall include all feasible measures necessary with the goal to ensure that vibration exposure for adjacent buildings is less than 0.5 peak particle velocity and less than 80 VdB for adjacent vibration-sensitive uses and less than 0.2 peak particle velocity for adjacent historic buildings. These performance standards shall take into account the reduction in vibration exposure that would occur through coupling loss provided by each affected building structure. If it is determined necessary to avoid damage, the project applicant shall coordinate with the Chief Building Official to implement corrective actions, which may include, but is not limited to building protection or stabilization.
b. New developments that would generate substantial long-term vibration shall provide analysis and mitigation, as feasible, to achieve velocity levels, as experienced at habitable structures of vibration-sensitive land uses, of less than 80 vibration decibels.

General Plan Implementation Program 8.13; see Noise and Vibration checklist item a) above.

Condition of Approval required for
implementation of General Plan
Implementation Program 8.12; see
Table A-2.

Noise and
Vibration
c) For a project located within
the vicinity of a private
airstrip or an airport land
use plan or, where such a
plan has not been adopted,
within two miles of a public
airport or public use airport,
would the project expose
people residing or working
in the project area to
excessive noise levels?
None required.

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City of Woodland A-29 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
Population and
Housing
a) Induce substantial unplanned
population growth in an
area, either directly (for
example, by proposing new
homes and businesses) or
indirectly (for example,
through extension of roads
or other infrastructure)?
None required.

Population and
Housing
b) Displace substantial
numbers of existing people
or housing, necessitating the
construction of replacement
housing elsewhere?
None required.

Public Services a) Result in substantial adverse
physical impacts associated
with the provision of new or
physically altered
governmental facilities, or
the need for new or
physically altered
governmental facilities, the
construction of which could
cause significant
environmental impacts, in
order to maintain acceptable
service ratios, response
times, or other performance
objectives for any of the
public services:

Fire Services?
Police Protection?
Schools?
Parks? Other Public
Facilities?
General Plan Policy 5.B.4. Development Project Requirements. Require development projects to develop and/or fund fire protection facilities, equipment, personnel, and operations and maintenance that maintain the City’s standards, as demonstrated through positive fiscal impacts or through specific funding mechanisms in the event of fiscal deficits.

City of Woodland Community Risk
Reduction Division Plan Submittal,
Review and Inspection
Recreation a) Would the project increase
the use of existing
neighborhood and regional
None required.

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Appendix A A-30 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
parks or other recreational
facilities such that
substantial physical
deterioration of the facility
would occur or be
accelerated?
b) Does the project include
recreational facilities or
require the construction or
expansion of recreational
facilities that might have an
adverse physical effect on
the environment?
None required.

Transportation a) Conflict with a program
plan, ordinance, or policy
addressing the circulation
system, including transit,
roadway, bicycle and
pedestrian facilities?
General Plan Policy 2.J.6. Multimodal Access. Require convenient, attractive, and safe pedestrian, bicycle, and transit connections both within commercial centers and between centers and surrounding neighborhoods and other destinations.

General Plan Policy 3.A.11. New Development. Require all new development to provide convenient bicycle and pedestrian environments and access through building orientation, site layout, traffic management, and connections to transit service and local commercial and community facilities. Development must provide appropriate pedestrian amenities such as street lighting, benches, arcades, canopies, shade trees, art, and seating areas.

City of Woodland Interim Zoning
Code Section 3.06.E.7, Connection
within Community Commercial
Zones

City of Woodland Engineering
Standards: Design Standards,
Standard Details and Construction
Specifications

City of Woodland Community
Design Standards

California Building Code, Title 24
Transportation b) Would the project conflict or
be inconsistent with CEQA
Guidelines section 15064.3,
subdivision (b)?
General Plan Policy 3.A.4. Reduce Vehicle Miles Traveled (VMT). Require new development projects to achieve a 10 percent reduction in VMT per capita or VMT per service population compared to the General Plan 2035 VMT performance, or a 10 percent reduction compared to baseline conditions for similar land use when measuring transportation impacts for subsequent projects and making General Plan consistency findings. reducing peak period VMT in particular is desirable due to the added benefit of minimizing severe congestion and reducing emissions. use of VMT reduction strategies such as those in the chart below [see General Plan page TC 3-22] (taken from quantifying Greenhouse Gas Condition of Approval required to
implement General Plan Policy

3.A.4; see Table A-2.

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City of Woodland A-31 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
Mitigation Measures, CAPCOA, 2010) or similar professional research documents is encouraged.

Transportation c) Substantially increase
hazards due to a geometric
design feature (e.g., sharp
curves or dangerous
intersections) or
incompatible uses (e.g.,
farm equipment)?
None required. City of Woodland Engineering
Standards: Design Standards,
Standard Details and Construction
Specifications
Transportation d) Result in inadequate
emergency access?
None required. City of Woodland Engineering
Standards: Design Standards,
Standard Details and Construction
Specifications
Tribal Cultural
Resources
a) Cause a substantial adverse
change in the significance
of a tribal cultural resource,
defined in Public Resources
Code section 21074 as
either a site, feature, place,
cultural landscape that is
geologically defined in
terms of the size and scope
of the landscape, sacred
place, or object with
cultural value to a
California Native American
tribe, and that is:
i) Listed or eligible for
listed in the California
Register of Historical
Resources, or in local
register of historical
resources as defined in
Public Resources Code
section 5020.1(k).
ii) A resource determined
by the lead agency, in its
Conditions of Approval Required, see Cultural Resources Impact Topic a), above.

California Public Resources Code
Division 5, Chapter 1.75 Section
5097.9 et. seq.

Conditions of Approval required
for General Plan Implementation
Program 7.13 and Compliance
Measure Cultural 1; see Table A-2.

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Appendix A A-32 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
discretion and supported
by substantial evidence,
to be significant
pursuant to criteria set
forth in subdivision (c)
of Public Resources
Code Section 5024.1. In
applying the criteria set
forth in subdivision (c)
of Public Resources
Code Section 5024.1,
the lead agency shall
consider the significance
of the resource to a
California Native
American tribe?
Utilities a) Require or result in the
relocation or construction of
new or expanded water,
wastewater treatment or
storm water drainage,
electric power, natural gas,
or telecommunications
facilities, the construction
or relocation of which could
cause significant
environmental effects?
General Plan Policy 5.H.9. Reduced Demand. Reduce wastewater system demand through efficient water use by requiring water-conserving design and equipment in new construction; encouraging retrofitting with water-conserving devices; and designing, constructing, and repairing wastewater systems to minimize inflow and infiltration to the extent economically feasible.

General Plan Policy 5.I.4. Low Impact Development. Require new development and redevelopment projects to incorporate site design and low impact development runoff requirements, in accordance with the Municipal Code to reduce runoff rates, filter out pollutants, and facilitate groundwater infiltration. Such features may include, but are not limited to:
• Canopy trees or shrubs to absorb rainwater;
• Grading that lengthens flow paths over permeable surfaces and increases runoff travel time to reduce the peak hour flow rate and the number of required drain inlets;
• Partially removing curbs and gutters from parking areas where appropriate to allow stormwater sheet flow into vegetated areas; • Use of permeable paving in parking lots and other areas characterized by significant impervious surfaces;
• On-site stormwater detention, use of bioswales and bioretention basins to facilitate infiltration;
Woodland Municipal Code Chapter

13.32, Water Conservation

City of Woodland Municipal Code
Chapter 8.08 Urban Stormwater
Quality Management and
Discharge Control

City of Woodland Post
Construction Standards Plan (Low
Impact Development &
Hydromodification)

Stormwater Best Management
Practices for Construction
Handbook, California Stormwater
Quality Association

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City of Woodland A-33 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
• Integrated or subsurface water retention facilities to capture rainwater for use in landscape irrigation and other non-potable uses; and • Innovative engineering practices that allow for compact, connected, and walkable urban design.

b) Have sufficient water
supplies available to serve
the project and reasonably
foreseeable future
development during normal,
dry and multiple dry years?
None required.
c) Result in a determination by
the wastewater treatment
provider that serves or may
serve the project that it has
adequate capacity to serve
the project’s projected
demand, in addition to the
provider’s existing
commitments?
None required.
d) Generate solid waste in
excess of State or local
standards, or in excess of
the capacity of local
infrastructure, or otherwise
impair the attainment of
solid waste reduction goals?
None required.
e) Comply with federal, State,
and local management and
reduction statutes and
regulations related to solid
waste?
General Plan Policy 5.J.2. New Development. Require waste collection in all new development and ensure that all new development complies with applicable provisions of the City of Woodland Source Reduction and Recycling Element and the Yolo County Integrated Waste Management Plan.

City of Woodland Municipal Code
Chapter 13.36

AB 341: Mandatory Commercial
Recycling (MCR) Program

AB 1826: Mandatory Commercial
Organics Recycling (MORe)

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Appendix A A-34 City of Woodland
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
Program

SB 1383: Short-Lived Climate
Pollutant (SLCP) Reduction
Strategy
Wildfire a) If Located in or near state
responsibility areas or lands
classified as very high fire
hazard severity zones,
would the project:
i) Substantially impair an
adopted emergency
response plan or
emergency evacuation
plan?
ii) Due to slope, prevailing
winds, and other factors,
exacerbate wildfire
risks, and thereby
expose project
occupants to, pollutant
concentrations from a
wildfire or the
uncontrolled spread of a
wildfire?
iii) Require the installation
or maintenance of
associated infrastructure
(such as roads, fuel
breaks, emergency water
sources, power lines or
other utilities) that may
exacerbate fire risk or
that may result in
temporary or ongoing
impacts to the
environment?
None required.

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City of Woodland A-35 Appendix A
Resource Topic
Area CEQA Checklist Question 2035 General Plan Policies and Implementation Programs Uniformly Applied Development
Standards, Policies, and
Regulations
iv) Expose people or
structures to significant
risks, including
downslope or
downstream flooding or
landslides, as a result of
runoff, post-fire slope
instability, or drainage
changes?
Notes:

AMM = avoidance and minimization measures
BMPs = best management practices
CAP = Climate Action Plan
CDFW = California Department of Fish and Wildlife
CEQA = California Environmental Quality Act
City = City of Woodland
Farmland = Prime Farmland, Unique Farmland, or Farmland of Statewide Importance dB = decibel
EIR = Environmental Impact Report
HCP = Habitat Conservation Plan
Ldn = Day-Night Average Sound Level
Leq = Equivalent Sound Level
NCCP = Natural Community Conservation Planning
PM = particulate matter
TAC = toxic air contaminant
USACE = U.S. Army Corps of Engineers
VdB = vibration decibels
VMT = Vehicle Miles Traveled
YSAQMD = Yolo-Solano Air quality Management District

Table A-2. Conditions of Approval Required of Future Development Within Proposed Annexation Areas Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval Aesthetic
Resources
a) through d) None. Applicable municipal codes and regulations provided in Table A-1.

Agricultural and
Forestry Resources
a) Convert Prime Farmland, Unique
Farmland, or Farmland of Statewide
Importance (Farmland), as shown on
Condition of Approval required to implement buffer requirements stipulated by General Plan Policy

7.C.5. Agricultural Buffer: Require new development that occurs at the edge of the ULL to be set back a minimum of 150 feet from adjacent agricultural land where possible. Equivalent means of providing

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Appendix A A-36 City of Woodland
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval the maps prepared pursuant to the
Farmland Mapping and Monitoring
Program of the California Resources
Agency, to non-agricultural use?
agricultural buffers may be considered by the Planning Commission on a case-by-case basis for parcels where development potential would be precluded or severely limited as a result of the required buffer size.

The buffer shall be landscaped/vegetated and may include public right of way.

Air Quality a) Conflict with or obstruct
implementation of the applicable air
quality plan?
See Air Quality checklist question b) below.

Air Quality b) Result in a cumulatively considerable
net increase of any criteria pollutant
for which the project region is non-
attainment under an applicable
federal or state ambient air quality
standard?
Condition of Approval required to implement emissions reductions requirements stipulated by General Plan Implementation Program 7.18: New developments that could generate a potentially significant short-term air quality impact shall incorporate feasible construction mitigation strategies, including those listed below, those included in an updated set of mitigation recommendations prepared by the Yolo - Solano Air Quality Management District, or those determined by the City to be as effective:
a. Water all active construction areas at least twice daily. b. Haul trucks shall maintain at least two feet of freeboard. c. Cover all trucks hauling soil, sand, and other loose materials. d. Apply non-toxic binders (e.g., latex acrylic copolymer) to exposed areas after cut-and-fill operations and hydroseed area.
e. Apply chemical soil stabilizers on inactive construction areas (disturbed lands within construction projects that are unused for at least four consecutive days). f. Plant tree windbreaks on the windward perimeter of construction projects if adjacent to open land. g. Plant vegetative ground cover in disturbed areas as soon as possible. h. Cover inactive storage piles.
i. Sweep streets if visible soil material is carried out from the construction site. j. Treat accesses to a distance of 100 feet from the paved road with a 6 to 12 inch lay er of wood chips or mulch.
k. Treat accesses to a distance of 100 feet from the paved road with a 6 -inch layer of gravel. l. Limit all idling of vehicles and equipment that use gasoline or diesel fuel to five minutes maximum. m. Use alternative power source, such as electricity, for construction equipment or use reformulated and emulsified fuels, incorporate catalyst and filtration technologies, and generally modernize the equipment fleet with cleaner and newer engines.

Air Quality c) Expose Sensitive Receptors to
Substantial Pollutant Concentrations?
Condition of Approval required to implement requirements stipulated by :

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City of Woodland A-37 Appendix A
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval highway (State Route 113 and Interstate 5). Implement applicable buffer distances recommended by the California Air Resources Board between sensitive uses and sources of substantial pollutant concentrations.

General Plan Implementation Program 7.17.
a. New development shall be required to demonstrate adherence with applicable YSAQMD - recommended health risk thresholds involving sensitive receptors, uses that involve substantial truck trips, and large gas stations, as defined by the applicable regulations. “Substantial truck trips” is defined as more than 100 trucks per day, more than 40 trucks with oper ating transport refrigeration units per day, or transport refrigeration unit operations that exceed 300 hours per week. A “large gas station” is one that would be anticipated to accommodate a throughput of 3.6 million gallons per year or greater.
b. Proposed uses that include sensitive receptors may demonstrate compliance with this implementation program by providing a minimum 1,000-foot buffer from existing uses that involve substantial truck trips and a minimum 50-foot buffer from existing large gas stations. c. Proposed uses that involve substantial truck trips may demonstrate compliance with this implementation program by providing a minimum 1,000-foot buffer from properties where the City’s land use designation would allow sensitive receptors.
d. Proposed large gas stations may demonstrate compliance with this implementation program by providing a minimum 300-foot buffer, while typical gas dispensing facilities would provide a minimum 50-foot buffer from existing sensitive receptors and from properties where the City’s land use designation would allow sensitive receptors.
e. Avoid siting new sensitive receptors within 500 feet of the edge of the closest travel lane of a freeway, urban roads with 100,000 vehicles per day, or rural roads with 50,000 veh icles per day. f. Avoid siting new sensitive land uses within 300 feet of any existing dry cleaning operation. g. As an alternative to these buffer distances, proposed sensitive receptors, uses that involve substantial truck trips, and large gas stations may provide a site-specific health risk assessment, using methods consistent with applicable guidance from the Office of Environmental Health Hazard Assessment, with mitigation, if necessary, to demonstrate compliance with applicable YSAQMD-recommended health risk thresholds. When health risk impacts exceed YSAQMD-recommended thresholds, feasible on-site mitigation measures to reduce TAC exposure shall be implemented to mitigate health risk impacts below YSAQMD thresholds. On-site measures could include, but are not limited to providing enhanced filtration systems (e.g., Minimum Efficiency Reporting Value 13 or greater) for near-by sensitive receptor buildings, changes to the TAC emission source’s operation, and positioning of exhaust and intake for ventilation systems to minimize exposure among others.

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AECOM Annexations Initial Study
Appendix A A-38 City of Woodland
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval Solano Air Quality Management District.
b. Alternatively, a project applicant may prepare a site-specific estimate of diesel PM emissions associated with total construction activities and evaluate for health risk impact on existing sensitive receptors in order to demonstrate that applicable YSAQMD-recommended thresholds for toxic air contaminants would not be exceeded or that applicable thresholds would not be exceeded with the application of alternative mitigation techniques approved by the City.

Biological
Resources
a) Have a substantial adverse effect,
either directly or through habitat
modifications, on any species
identified as a candidate, sensitive, or
special-status species in local or
regional plans, policies, or
regulations, or by the California
Department of Fish and Game or the
U.S. Fish and Wildlife Service?
Condition of Approval to implement requirements stipulated by the City of Woodland Municipal Code Chapter 15.32 for the implementation of the Yolo HCP/NCCP, for all proposed future development, by- right and discretionary, within the annexation areas. This shall achieve the intent of General Plan Policy

7.B.11 and Implementation Program 7.4:

General Plan Policy 7.B.11 Sensitive Site Planning. Site new development to maximize the protection of native tree species and sensitive special-status plant and wildlife habitats.

General Plan Implementation Program 7.4 is now achieved through compliance with the HCP/NCCP through the City of Woodland’s Municipal Code Chapter 15.32, as applicable to discretionary projects.]

Based upon the initial biological reconnaissance surveys completed of the annexation areas, the following Avoidance and Minimization Measures of the HCP/NCCP would be applicable to portions of the Annexation Areas, as detailed in the Biological Survey Memorandum (AECOM 2021a):

Yolo County HCP/NCCP Avoidance and Minimization Measure 16. In accordance with AMM 16 of the Yolo HCP/NCCP:
a. In accordance with AMM 16 of the Yolo HCP/NCCP, the City will require project proponent/s to retain a qualified biologist to conduct species-specific surveys and identify any nesting habitat present within 1,320 feet of the footprint of a proposed project prior to any ground disturbing activities necessary to implement proposed development and infrastructure projects. Adjacent parcels under different land ownership will be surveyed only if access is granted or if the parcels are visible from authorized areas.
b. If a construction project cannot avoid potential nest trees (as determined by the qualified biologist) by

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City of Woodland A-39 Appendix A
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval 1,320 feet, the City will require project proponent/s to retain a qualified biologist to conduct preconstruction surveys for active nests consistent with guidelines provided by the Swainson’s Hawk Technical Advisory Committee (2000), between March 1 and August 30, within 15 days prior to the beginning of the construction activity. The results of the survey will be submitted to the Yolo Habitat Conservancy and CDFW. If active nests are found during preconstruction su rveys, a 1,320-foot initial temporary nest disturbance buffer shall be established. If project-related activities within the temporary nest disturbance buffer are determined to be necessary during the nesting season, then the qualified biologist will monitor the nest and will, along with the City, consult with CDFW to determine the best course of action necessary to avoid nest abandonment or take of individuals. Work may be allowed only to proceed within the temporary nest disturbance buffer if Swainson’s h awk or white-tailed kite are not exhibiting agitated behavior, such as defensive flights at intruders, getting up from a brooding position, or flying off the nest, and only with the agreement of CDFW. The designated on -site biologist/monitor shall be on-site daily while construction-related activities are taking place within the 1,320-foot buffer and shall have the authority to stop work if raptors are exhibiting agitated behavior.

Up to 20 Swainson’s hawk nest trees (documented nesting within the last 5 ye ars) may be removed during the permit term, but they must be removed when not occupied by Swainson’s hawks. c. For covered activities that involve pruning or removal of a potential Swainson’s hawk or white -tailed kite nest tree, the City will require project proponent/s to conduct preconstruction surveys that are consistent with the guidelines provided by the Swainson’s Hawk Technical Advisory Committee (2000). If active nests are found during preconstruction surveys, no tree pruning or removal of the nest tree will occur during the period between March 1 and August 30 within 1,320 feet of an active nest, unless a qualified biologist determines that the young have fledged and the nest is no longer active. d. Before any ground-disturbing activities, the City will require project proponent/s to identify and quantify (in acres) Swainson’s hawk habitat (as defined in the Yolo County HCP/NCCP Appendix A, Covered Species Accounts [Yolo HCP/NCCP 2018]) in and within 1,320 feet of a project footprint.

The City will require project proponent/s to submit the Yolo HCP/NCCP Application Form for non- member agency projects and Member Agency Reporting Form for member agency projects, as applicable, and will pay applicable fees to the Yolo Habitat Conservancy as specified in the appropriate form.

Yolo County HCP/NCCP Avoidance and Minimization Measure 18. In accordance with AMM 18 of the Yolo HCP/NCCP:

Suitable habitat for the western burrowing owl is present within the proposed annexation areas. In accordance with AMM 18 of the Yolo HCP/NCCP, the City will require project proponent/s to retain a qualified biologist to conduct species-specific surveys and within 30-days but no less than 14 days prior to any ground disturbing activities necessary to implement proposed developm ent and infrastructure projects, consistent with Appendix L of the Yolo HCP/NCCP, which follows CDFW guidelines.

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Appendix A A-40 City of Woodland
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval habitat is considered fully avoided if the project footprint does not impinge on a non -disturbance buffer around the suitable burrow. For occupied burrowing owl nest burrows, this non -disturbance buffer could range from 150 to 1,500 feet (Table 4-2 of the Yolo HCP/NCCP, Recommended Restricted Activity Dates and Setback Distances by Level of Disturbance for Burrowing Owls), depending on the time of year and the level of disturbance, based on current guidelines.

Compliance Measure Bio 1: Avoid Direct Loss of Protected Bird Nests. While not required as mitigation for a significant impact under California Environmental Quality Act (CEQA), the following would be required for compliance with the MBTA and California Fish and Game Code:
• To the extent feasible, the City will require that construction activities be carried out during the nonbreeding season (between September 1 and January 31) for protected bird species in this region to avoid and minimize impacts to common migratory nesting birds. • For any ground disturbance activity necessary to implement proposed development and infrastructure projects that would occur during the nesting season (between February 1 and August 31), the City will require the project applicant to conduct a preconstruction survey. The preconstruction survey shall be conducted by a qualified biologist before any activity occurring within 500 feet of suitable nesting habitat for any protected bird species. The survey shall be timed to maximize the potential to detect nesting birds, and should be repeated within 10 days of the start of project-related activity. • If an active common bird species protected by the MBTA or California Fish and Game Code nest is found, the qualified biologist shall establish a buffer around the nest. No project activity shall commence within the buffer area until a qualified biologist confirms that the nest is no longer active.

The size of the buffer shall be determined in consultation with CDFW. Buffer size is anticipated to range from 50 to 500 feet, depending on the nature of the project activity, the extent of existing disturbance in the area, and other relevant circumstances as determined by a qualified biologist in consultation with CDFW.
• Monitoring of all protected nests by a qualified biologist during construction activities will be required if the activity has potential to adversely affect the nest. If construction activities cause the nesting bird to vocalize, make defensive flights at intruders, get up from a brooding position, or fly off the nest, then the no-disturbance buffer shall be increased until the agitated behavior ceases. The exclusionary buffer will remain in place until the chicks have fledged or as otherwise determined by a qualified biolo gist.

Biological
Resources
b) Have a substantial adverse effect on
any riparian habitat or other sensitive
natural community identified in local
or regional plans, policies, or
regulations or by the California
Department of Fish and Game or the
U.S. Fish and Wildlife Service?
General Plan Policy 7.B.11 and Implementation Program 7.4. (See Biological Resource impact area a) above)
Biological
Resources
c) Have a substantial adverse effect on
state or federally protected wetlands
Condition of Approval required to implement requirements stipulated by:

General Plan Policy 7.11.B and Implementation Program 7.4. (See Biological Resources impact area

Page 558 ends

Annexations Initial Study AECOM
City of Woodland A-41 Appendix A
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval (including, but not limited to, marsh,
vernal pool, coastal, etc.) through
direct removal, filling, hydrological
interruption, or other means?
a) above).

General Plan Implementation Program 7.5. If the project would result in ground disturbance on sites containing waterways or other aquatic habitats, the City will require project proponent/s to complete a delineation of waters of the United States according to U.S. Army Corps of Engineers’ methods, and to submit the completed delineation to the U.S. Army Corps of Engineers for jurisdictional determinati on. If the project would result in fill of wetlands or other waters of the United States, the City will require project proponent/s to obtain a Section 404 Clean Water Act permit from the U.S. Army Corps of Engineers and water quality certification from the Regional Water Quality Control Board pursuant to Section 401 of the Clean Water Act. If the project involves work in areas containing waters disclaimed by the USACE, project applicants shall obtain a Waste Discharge Requirement permit from the Regional Water Quality Control Board pursuant to the Porter Cologne Act. Project applicants shall be required to obtain all needed permits prior to project implementation, to abide by the conditions of the permits, including all mitigation requirements, and to implement all requirements of the permits in the timeframes required therein.

Compliance Measure Bio 2: Avoid Loss of and Degradation of Federally Protected Waters. • If a proposed project would result in ground disturbance on the agricultural or roadside ditche s, the City will require project proponent/s to conduct a delineation of waters of the United States according to USACE’ methods, and to submit the completed delineation to the USACE for jurisdictional determination.
• If implementation of a proposed project would result in fill of waters of the United States, the City will require that project proponent/s obtain a Section 404 Clean Water Act permit from the USACE and water quality certification from the Regional Water Quality Control Board pursuant to Secti on 401 of the Clean Water Act.
• If implementation of a proposed project involves work in areas containing waters disclaimed by the USACE, the City will require that the applicant obtain a Waste Discharge Requirement permit from the Regional Water Quality Control Board pursuant to the Porter Cologne Act. • The City will require that the applicant obtain all needed permits prior to project implementation, to abide by the conditions of the permits, including all mitigation requirements, and to implement all requirements of the permits in the timeframes required therein.

Biological
Resources
f) Conflict with the provisions of an
adopted Habitat Conservation Plan,
Natural Community Conservation
Plan, or other approved local,
regional, or state habitat conservation
plan?
See impact questions Biological Resources a) and b) above.

Cultural Resources a) Cause a substantial adverse change in the significance of a historical resource
Condition of Approval required to implement requirements stipulated by:

General Plan Implementation Program 7.13.

Page 559 ends

AECOM Annexations Initial Study
Appendix A A-42 City of Woodland
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval pursuant to Section 15064.5? a. During ground-disturbing activities necessary to implement proposed development and infrastructure projects, if any prehistoric or historic subsurface resources are discovered, a ll work within 100 feet of the resources shall be halted and a qualified archaeologist2 shall be consulted within 24 hours to assess the significance of the find, according to CEQA Guidelines Section 15064.5, and implement, as applicable, CEQA Guidelines Sections 15064.5(d), (e), and (f). b. If any find is determined to be a historical resource according to CEQA Guidelines Section 15064.5, representatives from the City and the archaeologist will meet to determine the appropriate avoidance measures or other appropriate mitigation. Cultural resources shall be recorded on appropriate Department of Parks and Recreation forms, and all significant cultural materials recovered shall be, as necessary and at the discretion of the qualified archaeologist and in consultation with the local Native American community if the discovery is prehistoric in age, subject to scientific analysis, professional curation, and documentation according to professional standards. If it is determined that the proposed development or infrastructure project could damage a historical resource or a unique archaeological resource (as defined pursuant to the CEQA Guidelines), mitigation shall be implemented in accordance with Section 21083.2 of the California Public Resources Code and CEQA Gui delines Section 15126.4, with a preference for preservation in place. Work may proceed on other parts of the project site while mitigation for historical resources or unique archaeological resources is being carried out. Preservation in place may be accomplished by planning construction to avoid the resource; incorporating the resource within open space; capping and covering the resource; or deeding the site into a permanent conservation easement.
c. If avoidance is not feasible, the qualified archaeologist shall develop and oversee the execution of a treatment plan. The treatment plan shall include, but shall not be limited to, data recovery procedures based on location and type of archaeological resources discovered and a preparation and submi ttal of report of findings to the Northwest Information Center of the California Historical Resources Information System. Data recovery shall be designed to recover the significant information the archaeological resource is expected to contain, based on the scientific/historical research questions that are applicable to the resource, what data classes the resource is expected to possess, and how the expected data classes would address the applicable resource questions. Data recovery, in general, should be limited to the portions of the historical property that could be adversely affected by project proponents’ actions. Destructive data recovery methods shall not be applied to portions of the archaeological resources if nondestructive methods are practical.

Compliance Measure Cultural 1: Cultural Resources Sensitivity Training Prior to ground-disturbing activities necessary to implement proposed development and infrastructure

2 The California Office of Historic preservation utilizes the Secretary of the Interior’s Standards and Guidelines for Archeology and Historic Preservation as found in Code of Federal Regulations, 36 CFR Part 61. The minimum professional qualifications in archeology are a graduate degree in archeology, anthropology, or closely related field plus: 1. At least one year of full-time professional experience or equivalent specialized training in archeological research, administration or management; 2. At least four months of supervised field and analytic experience in general North American archeology; and 3. Demonstrated ability to carry research to completion. In addition to these minimum qualifications, a professional in prehistoric archeology shall have at least one year of full-time professional experience at a supervisory level in the study of archeological resources of the prehistoric period. A professional in historic archeology shall have at least one year of full-time professional experience at a supervisory level in the study of archeological resources of the historic period.

Page 560 ends

Annexations Initial Study AECOM
City of Woodland A-43 Appendix A
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval projects, contractors shall receive cultural resource sensitivity training to identi fy potential archaeological resources and that all work should cease within 150 feet of prehistoric cultural resources that may be discovered during project implementation.

Cultural Resources b) Cause a substantial adverse change in the significance of an archaeological
resource pursuant to Section
15064.5?
Condition of Approval required to implement requirements stipulated by:

General Plan Policy 7.E.2. Discovery of Resources. see Cultural Resources checklist item a) above.

General Plan Implementation Program 7.13; see Cultural Resources checklist item a) above.

Energy a) and b) None. Applicable municipal codes and regulations provided in Table A-1.

Geology, Soils,
Minerals
Resources, and
Paleontological
Resources
a) through c) and e) None. Applicable municipal codes and regulations provided in Table A-1.

Geology, Soils,
Minerals
Resources, and
Paleontological
Resources
d) Be located on expansive soil, as
defined in Table 18-1-B of the
Uniform Building Code (1994, as
updated), creating direct or indirect
substantial risks to life or property?
Condition of Approval required to ensure evaluation and siting with regard to expansive soils in accordance with General Plan Policy 8.A.3. Expansive Soils: Evaluate and avoid siting of structures across soil materials of substantially different expansive properties. Require appropriate design specification including special slabs where foundations are in areas of expansive soils.

Geology, Soils,
Minerals
Resources, and
Paleontological
Resources
f) Directly or indirectly destroy a unique
paleontological resource or site or
unique geologic feature?
Condition of Approval required to ensure appropriate action in the case of discovery of paleontological resources, in accordance with General Plan Implementation Program 7.15:
• Prior to the start of earthmoving activities that would disturb 1 acre of land or more within the Riverbank or Modesto Formations, the project applicant shall inform all construction personnel involved with earthmoving activities regarding the possibility of encountering fossils, the appearance and types of fossils likely to be seen during construction, and proper notification procedures should fossils be encountered.
• If paleontological resources are discovered during earthmoving activities, the constructi on crew shall immediately cease work in the vicinity of the find and notify the City of Woodland Community Development Department.
• The project applicant shall retain a qualified paleontologist to evaluate the resource and prepare a recovery plan. The recovery plan may include, but is not limited to, a field survey, construction monitoring, sampling and data recovery procedures, museum curation for any specimen recovered, and a report of findings. Recommendations in the recovery plan that are determined by the City to be necessary and feasible shall be implemented before construction activities can resume at the site where the paleontological resources were discovered.

Greenhouse Gas a) and b) General Plan Policy 2.C.2. Consistency with the Climate Action Plan. Ensure that new development is

Page 561 ends

AECOM Annexations Initial Study
Appendix A A-44 City of Woodland
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval Emissions consistent with the objectives and targets of the City’s Climate Action Plan.

Hazards and
Hazardous
Materials
a) through g) None. Applicable municipal codes and regulations provided in Table A-1.

Hydrology and
Water Quality
a) through e) None. Applicable municipal codes and regulations provided in Table A-1.

Land Use and
Planning
a) and b) None required.

Mineral Resources a) and b) None required.

Noise and
Vibration
a) None. Applicable municipal codes and regulations provided in Table A-1.

Noise and
Vibration
b) Generation of excessive groundborne
vibration or groundborne noise
levels.

Condition of Approval required to ensure compliance with the performance standards to reduce short-term and long-term vibration, in accordance with General Plan Implementation Program 8.12:
a. New development that proposes the use of piles for foundations shall include all feasible measures necessary with the goal to ensure that vibration exposure for adjacent buildings is less than 0.5 peak particle velocity and less than 80 VdB for adjacent vibration-sensitive uses and less than 0.2 peak particle velocity for adjacent historic buildings. These performance standards shall take into account the reduction in vibration exposure that would occur through coupling loss provided by each affected building structure. If it is determined necessary to avoid damage, the project applicant shall coordinate with the Chief Building Official to implement corrective actions, which may include, but is not limited to building protection or stabilization.
b. New developments that would generate substantial long-term vibration shall provide analysis and mitigation, as feasible, to achieve velocity levels, as experienced at habitable structures of vibration - sensitive land uses, of less than 80 vibration decibels.

Noise and
Vibration
c) None required.

Population and
Housing
a) and b) None required.

Public Services a) None required.

Recreation a) and b) None required.

Transportation a), c), and d) None required.

Page 562 ends

Annexations Initial Study AECOM
City of Woodland A-45 Appendix A
Resource Topic
Area CEQA Checklist Question Applicable 2035 General Plan Policies to serve as Conditions of Approval Transportation b) Would the project conflict or be
inconsistent with CEQA Guidelines
section 15064.3, subdivision (b)?
Condition of Approval required to ensure compliance with the performance standards to reduce vehicle miles travelled, in accordance with General Plan Policy 3.A.4. Reduce Vehicle Miles Traveled (VMT):

Require new development projects to achieve a 10 percent reduction in VMT per capita or VMT per service population compared to the General Plan 2035 VMT performance, or a 10 percent reduction compared to baseline conditions for similar land use when measuring transportation impacts for subsequent projects and making General Plan consistency findings.

Tribal Cultural
Resources
a) Cause a substantial adverse change in
the significance of a tribal cultural
resource, defined in Public
Resources Code section 21074 as
either a site, feature, place, cultural
landscape that is geologically defined
in terms of the size and scope of the
landscape, sacred place, or object
with cultural value to a California
Native American tribe, and that is:
i) Listed or eligible for listed in the
California Register of Historical
Resources, or in local register of
historical resources as defined in
Public Resources Code section
5020.1(k).
ii) A resource determined by the
lead agency, in its discretion and
supported by substantial
evidence, to be significant
pursuant to criteria set forth in
subdivision (c) of Public
Resources Code Section 5024.1.

In applying the criteria set forth
in subdivision (c) of Public
Resources Code Section 5024.1,
the lead agency shall consider the
significance of the resource to a
California Native American
tribe?
Condition of Approval required to implement requirements stipulated by General Plan Implementation Program 7.13; see Cultural Resources checklist item a) above.

Compliance Measure Cultural 1; see Cultural Resources checklist item a) above.

Utilities a) through e) None required.

Wildfire a) None required.

Page 563 ends

AECOM Annexations Initial Study
Appendix A A-46 City of Woodland

Notes:

AMM = avoidance and minimization measures
CDFW = California Department of Fish and Wildlife
CEQA = California Environmental Quality Act
City = City of Woodland
Farmland = Prime Farmland, Unique Farmland, or Farmland of Statewide Importance HCP = Habitat Conservation Plan
NCCP = Natural Community Conservation Planning
PM = particulate matter
TAC = toxic air contaminant
USACE = U.S. Army Corps of Engineers
VdB = vibration decibels
VMT = Vehicle Miles Traveled
YSAQMD = Yolo-Solano Air quality Management District

Page 564 ends

E MAIN ST
COUNTY ROAD 102

E BEAMER ST

E KENTUCKY AVE
I5SB
I5NB
COUNTY ROAD 102

E BEAMER ST
3 2
1 4
5 0 1,000500
Feet
Exhibit G - Northeast Annexation Area
County of Yolo, California
City of Woodland
Proposed City Limits
Existing City Limits
1025 Creekside Ridge Drive, Suite 150, Roseville CA 95678 Date: 10/31/2023 7741.800

KEY NUMBER APN ACRES
1 027-210-007 147.90
2 027-350-001 157.00
3 027-350-051 37.71
4 027-370-034 113.20
Legend
Existing City Boundary
Proposed City Boundary
Northeast Annexation Area

Page 565 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 NETAJ, LLC FOR THE NORTHEAST ANNEXATION AREA APN: 027-350-001
WHEREAS, in June 2021, the City of Woodland (“City”) received applications Planning Applications PLNG 21-00048 from Netaj, LLC (“Owners”) representing a land owner within the Northeast Annexation Area (“Project”), requesting annexation of approximately 157 acres (“Annexation Area”) into the City, and is located in the northeastern portion of the City’s SOI, northeast of CR102, and East Beamer Street; and
WHEREAS, the Annexation 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, Netaj, LLC and California Compass Logistics Center LLC (“Owner”) proposes to annex certain real property located in Yolo County into the City of Woodland (“Property”), more particularly described in the Development Agreement, attached hereto as Exhibit “A” and incorporated herein by reference, for future industrial use; 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 development of the Property will achieve the goals of the City’s General Plan (“General Plan”); and
WHEREAS, the City desires timely, efficient, orderly, and proper development of the Property in furtherance of the goals of the General Plan; and
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 prerequisite to planning and developing the Property, the Developer requires assurances that future development can proceed in the manner 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

Page 566 ends

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 a 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 Planning Commission held a duly-noticed public hearing on October 19, 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, with two members absent, to recommend City Council approve the Prezoning; and WHEREAS, the City Council held a duly-noticed public hearing on November 7, 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, pursuant to the California Environmental Quality Act (“CEQA”), the proposed annexation and prezoning is exempt from CEQA review per CEQA regulation Section 15183 which applies to projects consistent with the development density established by existing general plan policies for which an EIR was certified; and
WHEREAS, The City has conditioned the approval of the annexation on the implementation of applicable Conditions of Approval and requirements included within respective Development Agreements to ensure that all policies from the City’s General Plan developed for the purpose of minimizing and avoiding environmental impacts, and not otherwise achieved through uniformly applied policies, regulations, and development standards, are implemented as future development is proposed; and WHEREAS, a Notice of Public Hearing was mailed to properties within a 600-foot radius of the Annexation Areas and to other parties on or before October 29, 2023, and duly published in the Woodland Daily Democrat on October 4 and October 29, 2023, providing notice of the City Council’s November 7, 2023, public hearing regarding the Citywide Annexation including City Council consideration of the Development Agreement; and
WHEREAS, on November 7, 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

Page 567 ends

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, BE IT RESOLVED, that 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.

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, which was found to be exempt from CEQA review per CEQA regulation Section 15183 which applies to projects consistent with the development density established by existing General Plan policies for which an EIR was certified, and prior to approving the Development Agreement, the City Council considered the proposed annexations subject to uniformly applied policies, regulations, and development standards that implement the 2035 General Plan, as applicable to any future development located within the annexation areas. Where the 2035 General Plan includes policies and implementation programs developed for the purposes of minimizing and avoiding environmental impacts and that would not be otherwise enforced through existing regulations, the City would enforce implementation of such policies and implementation programs through Conditions of Approval or requirements incorporated within the respective Development Agreement.

Page 568 ends

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.

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.

Page 569 ends

INTRODUCED AND FIRST READ at a regular meeting of the City Council of the City of Woodland, California on the 7th day of November, 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: ___________________________
Exhibit A – Development Agreement

Page 570 ends

EXHIBIT A

DEVELOPMENT AGREEMENT
[Insert Development Agreement]

Page 571 ends

82093.00006\41785083.2
Recording Requested By
And When Recorded Mail To:

City of Woodland
300 First Street
Woodland, CA 95695
Attn: City Clerk
(Space Above This Line for Recorder's Use Only)
[Exempt from recording fee per Gov. Code § 27383]

DEVELOPMENT AGREEMENT
(Northeast Annexation Area—Netaj, LLC)

DEVELOPMENT AGREEMENT BETWEEN

CITY OF WOODLAND
and

NETAJ, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY

Page 572 ends

82093.00006\41785083.2

DEVELOPMENT AGREEMENT
(Northeast Annexation Area—Netaj, LLC)
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 NETAJ, LLC, a California limited liability company (hereinafter “OWNER”):

RECITALS
WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864 et seq. of the Government Code; and WHEREAS, OWNER owns in fee or has a legal or equitable interest in the Property, as defined herein, which OWNER seeks to annex to the CITY, and further has requested CITY to enter into a development agreement for the Property, 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 CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY, whether by action of future City Councils or voter initiative; 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 this Agreement; this Agreement, the proposed annexation and prezoning are exempt from CEQA review per CEQA regulation Section 15183 which applies to projects consistent with the development density established by existing general plan policies for which an EIR was certified; and
WHEREAS, this Agreement is consistent with the CITY’s General Plan; and WHEREAS, the development of the Property as provided for herein is conditioned by this Agreement, is conditioned on the Property first meeting a 200-year level of flood protection, in accordance with the requirements of the City’s General Plan, and the Council hereby finds that this Agreement includes conditions that will protect the property to the urban level of flood projection for the City in conformance with Government Code Section 65865.5(a)(2); 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

Page 573 ends

82093.00006\41785083.2
3 WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the future development of the Northeast Annexation Area, 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.

COVENANTS
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 “Annexation Date” means the date upon which the Property is annexed into the City.

1.1.3 “Approval”, “Approve” or “Approved” as used in this Agreement means approvals which shall not be unreasonably withheld, conditioned or denied, except in those cases where the approval refers to a legislative decision of the CITY or approval in the CITY’s sole discretion.

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

1.1.5 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising a Project or Projects as approved pursuant to Subsequent Development Approvals 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.

Page 574 ends

82093.00006\41785083.2
4 1.1.6 “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) tentative subdivision maps, tentative parcel maps, and final subdivision and parcel maps;
(b) conditional use permits and plot plans;
(c) zoning;
(d) grading and building permits.

1.1.7 “Development Exaction” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of 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.

1.1.8 “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. Development Impact Fees as defined herein shall comply with and be adopted and administered in conformance with the requirements of the Mitigation Fee Act (Gov’t Code §§66000 et seq.).

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5 1.1.9 “Effective Date” means the date that the ordinance approving this Agreement becomes effective.

1.1.10 “General Plan” means the City of Woodland General Plan 2035 adopted on May 16, 2017 by Resolution No. 6836.

1.1.11 “Infrastructure Improvement” or “Infrastructure Improvements” means those public improvements required to support the development of the Property or which Developer has agreed to install pursuant to the terms of this Development Agreement as described and depicted in Exhibit “D” .

1.1.12 “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 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.

1.1.13 “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.

1.1.14 “Northeast Annexation Area” is that certain undeveloped area designated for industrial development in the City’s General Plan which is to be annexed into the City, as more particularly depicted in Exhibit “G” to this Agreement. The Property is part of the Northeast Annexation Area, along with property owned by three other property owners who are simultaneously entering into development agreements concurrently with this Agreement.

Certain Infrastructure Improvements to be constructed by OWNER or for which OWNER will contribute funds will benefit the Northeast Annexation Area generally.

1.1.15 “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.

1.1.16 “Project” means the development of the Property pursuant to Subsequent Development Approvals. OWNER may develop the Property as one or multiple Projects, at OWNER’s discretion.

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6 1.1.17 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement.

1.1.18 “Public Improvement Agreement” means an improvement agreement required to be entered into pursuant to Woodland Municipal Code Section 16.44.020 to ensure completion of any public improvements required pursuant to the Subdivision Map Act (Gov’t Code Section 66410 et seq.) or the City’s Subdivision Ordinance (Woodland Municipal Code Title 16). The terms and requirements of the Public Improvement Agreement are described in Woodland Municipal Code Section 16.44.020, as it may be amended from time to time.

1.1.19 “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 3.5 of this Agreement.

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

1.1.21 “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” — Land Dedications
Exhibit “D” — Description and Depiction of Required Infrastructure Improvements Exhibit “E” — Maintenance Community Facilities District Exhibit Exhibit “F” — Uniformly Applied Development Standards and Stipulated Conditions of Approval
Exhibit “G” Depiction of Northeast Annexation Area

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, unless otherwise agreed to in writing by the CITY.

2.2 Ownership of Property. OWNER represents and covenants that as of the Effective Date, OWNER is the owner of fee simple title to the Property, and California Compass Logistics Center, LLC, a California limited liability company (“California Compass”) has a binding option

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7 to acquire fee simple title to the Property, and therefore has a legal or equitable interest in the Property.

2.3 Term. The term of this Agreement shall commence on the Effective Date, except that the rights and obligations of this Agreement with respect to the Property are not effective until the Annexation Date. The term shall continue for a period of thirty (30) years from the Effective Date unless this term is modified or extended pursuant to the provisions of this Agreement, except that in the event that the Property is not annexed into the City within five (5) years of the Effective Date, then this Agreement shall automatically terminate and have no further force or effect..

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:
(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 of the Property or a portion thereof, and shall provide CITY with (1) an executed assignment and assumption agreement, in a 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 rights, 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 assignment and assumption agreement.

Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a curable default by OWNER and the purchaser, transferee or assignee of the Property under this Agreement. Notwithstanding the failure of any purchaser, transferee or assignee to execute the assignment and assumption 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 assignment and assumption agreement is executed. The City Manager shall have the authority to review, consider and either approve, conditionally approve, or deny any assignment and assumption of the Development Agreement that is not made in compliance with this Section 2.4.

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8 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 direct legal or equitable interest in all or any portion of the Property sold, transferred, or assigned.
(b) OWNER is not then in material 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”). (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 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 legal parcel, which exists or has been created through the recordation of a subdivision or parcel map subject to provisions of a partial assignment and assumption agreement in a form 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, provided that any such assignment and assumption agreement must expressly state which party shall take responsibility for any remaining Improvements to be constructed pursuant to this Agreement. Within thirty (30) days following such complete submittal, CITY shall review, and if the above conditions are satisfied, shall approve the partial assignment and release and notify the purchaser, transferee or assignee in writing thereof. No such release approved pursuant to this Subsection 2.4.5 shall cause, or otherwise affect, a release

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9 of OWNER from the duties and obligations under this Agreement that are retained by OWNER on any Retained Property which shall be 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 a successor in interest only in the manner provided for in Government Code Sections 65865.1 or 65868. 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 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. 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.

2.6 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) Development of the entirety of the Property in accordance with the terms of this Agreement including issuance of all required occupancy permits 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 by 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 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.

2.7 Notices.

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10 (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) 661-5930
Email: [email protected]
Copy to:

Best, Best & Krieger, LLP
500 Capitol Mall, Suite 1700
Sacramento, CA 95814
Attn: City Attorney
Telephone: (916) 551-2825
Email: [email protected]
If to OWNER:

Netaj, LLC
584 North Rengstorff Avenue
Mountain View, CA 94043
Attn: Habans Singh, Manager
Telephone: (650) 255-8826
Email: [email protected]
with a copy to:

Kamilos Companies, LLC
11249 Gold Country Blvd., Suite 190
Gold River, CA 95670
Telephone: (916) 651-8440
Facsimile: (916) 631-8445
Email: [email protected]

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11 (c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3. DEVELOPMENT OF THE PROPERTY.

3.1 Rights to Develop. OWNER shall have the right to develop the Property in accordance with, and to the extent of, the General Plan and the Zoning Code as applied to the Property at the time of consideration of each Project proposed to be developed by OWNER on the Property. Nothing in this Agreement shall limit any vested rights that OWNER may secure through statutory or common law procedures as may be available under California law, including but not limited to the filing of a vesting tentative map in accordance with the Subdivision Map Act and the City’s Subdivision Ordinance.

3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement 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 those set forth in the General Plan and Zoning Code as of the date that the CITY considers each Development Approval. In connection with all Subsequent Development Approvals, CITY shall exercise discretion in the same manner that it exercises discretion under its police powers 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 herein provided that such development complies with all conditions and requirements of 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.

3.4 Changes and Amendments. The parties acknowledge that development of the Property will require Subsequent Development Approvals. At the time that OWNER deems appropriate, OWNER shall apply for a Subsequent Development Approval to proceed with development of the Property, and CITY shall process and act on such application in accordance with the General Plan and Zoning Code designation for the Property applicable at the time of consideration of the Subsequent Development Approval based on Sections 3.1 and 3.2 of this Agreement, along with the then applicable Land Use Regulations, except as otherwise provided

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12 by this Agreement. Unless otherwise required by law, as determined in CITY’s reasonable discretion, Subsequent Development Approvals shall not require an amendment to this Agreement provided such approvals do not:
(a) Alter the permitted uses of the Property from what is allowed under the General Plan and Zoning Code; or,
(b) Increase the density or intensity of use of the Property from what is allowed under the General Plan and Zoning Code; or,
(c) Increase the maximum height and size of permitted buildings from what is allowed under the General Plan and Zoning Code; or,
(d) Delete a requirement for the reservation or dedication of land for public purposes within the Property as a whole.

3.5 Reservations of Authority.

3.5.1 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, all of which must be non-discriminatory when comparing the Property with other similar developments or areas of defined benefit within the City:
(a) Processing fees and charges of every kind and nature imposed by CITY to cover the costs of processing applications for Development Approvals or for monitoring compliance with any Development Approvals.
(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure.
(c) Regulations, policies, and rules governing engineering and construction standards and specifications applicable to public and private improvements, including all uniform codes adopted by the CITY and any local amendments to those codes adopted by the CITY; provided, however, that, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the standards and specifications that are expressly identified in the General Plan.
(d) Regulations imposing Development Exactions; provided, however, that no such subsequently adopted Development Exaction shall be applicable to development of the Property unless such Development Exaction is applied uniformly to development, either throughout the CITY or within a defined area of benefit which includes the Property. No such subsequently adopted Development Exaction shall apply if its application to the Property would physically prevent development of the Property for the uses and to the density or intensity of development set forth in the Development Plan.

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13 (e) Regulations which conflict with this Agreement but which the City has demonstrated, based on substantial evidence, are reasonably necessary to protect a verifiable threat to 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, the General Plan and the Zoning Code, including but not limited to new or updated design review regulations applicable to the Property. 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.

3.5.2 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 the General Plan and Zoning Code applicable to the Subsequent Development Approvals at the time of consideration based on this 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 Agreement.

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.

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14 manner and subject to the same requirements as would be applicable to CITY or such other public agency should it have undertaken such construction.

3.7 Acquisition of Offsite Real Property Interests. In any instance where OWNER is required by any Development Approval, Land Use Regulation or this Agreement to construct any public improvement on land not owned by OWNER (together, “Offsite Improvements”), 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 Offsite Improvements, 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 ninety (90) 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 3.7. The CITY and OWNER acknowledge that the timelines set forth in this Section 3.7 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 3.7 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not owned by OWNER, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the development of the Project under the Subdivision Map Act or other legal authority.

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15 Improvements in a manner that is satisfactory to the City, OWNER may not be able to proceed with the development of the Property.

OWNER shall further be permitted to request extensions as permitted by Woodland Municipal Code Section 16.28.010(B), as it may be amended from time to time.

4. PUBLIC BENEFITS.

4.2 Development Impact Fees.

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16 OWNER acknowledge and agree that Development Impact Fees shall be adopted and implemented by CITY in conformance with the Mitigation Fee Act (Government Code Section 66000 et seq.) and any other applicable laws and nothing herein shall limit or restrict OWNER’s rights to object to or challenge Development Impact Fees adopted by the City in the manner and to the extent permitted under the Mitigation Fee Act.

4.2.2 Time of Payment. The Development Impact Fees required pursuant to Subsection 4.2.1 shall be paid to CITY prior to the issuance of building permits.

4.3 Dedication of Land. OWNER shall provide any dedications required pursuant to any subdivision or parcel maps processed by City in accordance with Chapter 4.5 (commencing with Section 66498.1) of Division 2 of Title 7 of the California Government Code and the applicable provisions of CITY’s subdivision ordinance, as the same may be amended from time to time, and any dedications that are required as mitigation measures that are required in response to the traffic study prepared pursuant to Section 4.13 of this Agreement. OWNER shall dedicate to CITY, at no cost to City and with no Development Impact Fee credits for such dedication, a thirty (30) foot wide public utility and access easement in the northeast corner of the Property as depicted in Exhibit C. This easement shall be dedicated to CITY within one hundred and eighty (180) days of the Effective Date of this Agreement. In the event that CITY requires additional portions of the Property for the development of the Lower Cache Creek Flood Risk Reduction Project, OWNER agrees that it will sell such real property as appraised at fair market value, based on an appraisal commissioned by the CITY.

4.4 Responsibility for Construction of Public Improvements.

4.4.2 Construction of Adam’s Grain Improvements: OWNER acknowledges that Knaggs Commercial Properties Company, L.P., the owner of another property in the Northeast Annexation Area (“Knaggs”), has agreed to fund and complete the design and

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17 construction of the street light and barrier improvements along County Road 102 that abut the property comprised of APNs 027-370-035 and 027-370-009 (the “Adam’s Grain Property”) as such improvements are generally shown on Exhibit D (the “Adam’s Grain Improvements”). The Adam’s Grain Improvements will be constructed and installed as such time that the City has issued building permits for 850,000 square feet of building space within the Northeast Annexation Area. The cost of the Adam’s Grain Improvements are to be shared proportionately amongst the property owners in the Northeast Annexation Area, and OWNER agrees that that it shall reimburse Knaggs for OWNER’s proportionate share of the cost of design and construction of the Adam’s Grain Improvement in accordance with Section 4.15 of this Agreement, except that Knaggs shall receive no reimbursement in connection with development for which building permits were issued prior to completion of the Adam’s Grain Improvements

4.5 Flood Improvement Project. The Property is located in the 200-year floodplain of Cache Creek. The City’s General Plan provides that the City will not enter into a development agreement for any property located within the floodplain unless the City makes certain findings or imposes conditions on the development sufficient to provide 200-year level of flood protection. The City has approved a Flood Risk Reduction Project to provide flood risk prevention and management for the City of Woodland and certain proximate areas that, when constructed, will provide 200-year level of flood protection to the Property. In order to comply with the requirements of the General Plan for approval of development agreements within the 200-year floodplain, OWNER and CITY agree that CITY shall not issue building permits for the Property until such time that (i) the Flood Risk Reduction Project has been constructed or improved to a level that will provide 200-year level of flood protection for the Property as determined by the City Engineer, or (ii) OWNER demonstrates to the satisfaction of the City Engineer that the OWNER will achieve a 200-year level of flood protection for the Project through other means, which flood protection shall be, as a minimum, supported by an engineer’s report demonstrating the technical basis for the finding that the OWNER will achieve a 200-year level of flood protection and further provided that the flood engineering analysis prepared to demonstrate a 200-year level of flood protection for the Project shall further demonstrate to the satisfaction of the City Engineer in his or her sole discretion that the Project will not result in flood impacts to any other properties. Further, OWNER agrees that it will cooperate in, and will not object to or oppose the formation of any special assessment district, community facilities district or alternate financing mechanism to pay for the construction and/or maintenance and operation of public infrastructure facilities or improvements required as part of the Flood Risk Reduction Project, provided that any special assessment district shall be formed and assessments levied in conformance with applicable statutory and constitutional requirements applicable to the assessment district, and any special taxes levied through a community facilities district or alternative funding mechanism for the flood control project shall be allocated to property based on a rate and method of apportionment that allocates taxes to similarly situated properties within the area that is subject to the tax on a reasonably proportionate basis. Notwithstanding the foregoing, it is acknowledged and agreed by the parties that nothing contained in this Agreement

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18 shall be construed as requiring City or the City Council to form any such district or to issue and sell bonds to finance the improvements required as part of the Flood Project.

4.6 Flood Protection Contribution.

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19 4.6.4 As an example of the foregoing, if OWNER constructs a 500,000 square foot building with at 1,000,000 surface level parking lot prior to the establishment of a special assessment district, then commencing with the issuance of a certificate of occupancy of such building, and on an annual basis thereafter, OWNER shall make an annual Flood Protection Contribution of $20,000.00 ($0.04 x 500,000 sf), with no contribution for the parking lot.

4.7 Maintenance CFD.

4.7.1 Formation, Consent, Waiver, and Benefit. No building permits shall be issued for a Project on the Property until a Community Facilities District has been formed to include the Property for the purpose of funding all costs of the Maintenance Services as defined below, or the Property has been annexed into such a Community Facilities District that has already been formed to serve the Northeast Annexation Area of the City (the “Maintenance CFD”). OWNER consents to and shall cooperate in such formation or annexation or the formation of an equivalent financing mechanism for maintenance purposes. If OWNER develops the first Project to develop in the Northeast Annexation Area, then OWNER will need to advance the funding for the formation of the CFD, and shall receive reimbursement from other property owners, and if another property owner within the district boundaries advances the funding for formation of the CFD, OWNER agrees it shall pay its proportionate share of the costs of formation. The reimbursement obligation shall be determined and administered in a manner consistent with the process set forth in Section 4.15 of this Agreement. Developer also consents to the levy of such special taxes or assessments as are necessary to fund the maintenance obligations described herein, pursuant to and consistent with the requirements of this Agreement and Government Code Section 53111, et seq., provided the special taxes shall be used for all Maintenance Services described below, and the rate and method of allocation of special taxes shall allocate such special taxes within the district on a reasonably proportionate basis between similarly situated properties.

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20 potential VMT reduction measures that may funded, are described in Exhibit E, attached hereto and incorporated herein by this reference.

4.8 Master TDM/VMT Study. Prior to the issuance of the first building permit in the Northeast Annexation Area, OWNER, in conjunction with other property owners whose properties are being annexed into the City simultaneously with annexation of the Property, shall fund a Master Transportation Demand Management (“TDM”)/Vehicle Miles Traveled (“VMT”) Study that will show how the Projects within the Northeast Annexation Area will reduce VMT consistent with General Plan Policy 3.A.4, Reduce Vehicle Miles Traveled (VMT). At the City’s option, the City will manage the development of the study. If OWNER manages the study, then the City will need to review and approve the study. Compliance with the Master TDM/VMT Study as applied to an individual Project shall be a condition of approval included with any tentative subdivision or parcel map for such Project, and shall further be a condition of issue of building permits for a Project, if a subdivision or parcel map is not required. All costs to implement the VMT reduction strategies will be incorporated into the Maintenance CFD, or in the event that the VMT reduction strategies are not eligible uses of the special taxes generated by the Maintenance CFD, OWNER, in cooperation with other property owners whose properties are covered by the Master TDM/VMT Study, shall participate in an alternative funding mechanism to implement the VMT reduction strategies developed through the Master TDM/VMT Study. In the event that the City utilizes an alternative funding mechanism to implement VMT reduction strategies, the rate and method of allocation of such costs amongst that properties that are the subject of the Master TDM/VMT Study shall be reasonably related to the VMT reduction strategies that are required for each Project, based on the Master TDM/VMT Study. In order to verify that the VMT reduction strategies are implemented at the time the building is occupied, the OWNER may need to advance fund some VMT implementation strategies if the CFD is not able to fund these activities when the building is first occupied. It is the intent of the CITY and the OWNER to develop implementation strategies that are consistent between all OWNERS within the Northeast Annexation Area and other areas covered by the Master TDM/VMT Study as they will be funded from the same CFD. In the event that the OWNER or other property owners are required to advance funds costs of the Master TDM/VMT Study or the cost of some VMT implementation strategies, such advance funds shall be reimbursed in accordance with Section 4.15 of this Agreement.

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21 comply with as part of the development of each Project. CITY shall not issue any building permits for a Project until OWNER has complied with the Conditions of Approval that are applicable to that Project.

4.11 Monument Sign.

4.11.1 OWNER shall be jointly responsible, with all other landowners in the Northeast Annexation Area, to fund the design and construction of a monument sign for the Northeast Annexation Area at a location in the public right of way or on public property as designated by the CITY. OWNER and the other property owners in the Northeast Annexation Area shall jointly fund and CITY shall design the monument sign, which shall be illuminated and approximately 120 square feet per side of a multi-sided sign, and each property owner in the Northeast Annexation Area shall pay their proportionate share of such design costs based on each owner’s percentage ownership of the total area of the Northeast Annexation Area (excluding the approximately 70 acres currently owned by California Compass, which shall be dedicated to the City and is therefore not part of the developable area of the Northeast Annexation Area) as determined by the City. In the event the 70 acres is not dedicated to the City and becomes developable property, the calculation will be adjusted to include that 70 acres as part of the Property that may be developed by California Compass.

4.11.2 The monument sign shall be constructed and installed as designed by CITY at such time that the CITY has issued building permits for 400,000 square feet of building space within the Northeast Annexation Area. If OWNER receives the building permit or permits that results in a total amount of approved development of greater than 400,000 square feet of building space in the Northeast Annexation Area, then OWNER shall be obligated to construct and install the monument sign as designed by the CITY. In such case, CITY shall grant to OWNER all necessary encroachment permits to construct the monument sign.

4.11.4 Upon completion of the monument sign, OWNER shall submit to CITY evidence of the total cost of construction and installation of the monument sign incurred by

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22 OWNER. Thereafter, each property owner in the Northeast Annexation Area shall be required to pay to CITY its proportionate share of the cost of the design, construction and installation of the monument sign, and shall not receive any further building permits after completion of the monument sign until said owner has paid its proportionate share of the monument sign. The reimbursement obligation shall be determined and administered in a manner consistent with the process set forth in Section 4.15 of this Agreement. CITY shall have no obligation for such reimbursement of costs except for those funds received from other property owners in the Northeast Annexation Area as provided in this Section and Section 4.15. This provision shall be included in the development agreements for each property owner in the Northeast Annexation Area, and in the event that another property owner is required to construct the monument sign, rather than OWNER, then following construction of the monument sign, CITY shall notify OWNER of its proportionate share of the design, construction and installation of the monument sign. OWNER shall not receive any further building permits unless and until such amount is paid to CITY in full.

4.12 East Main Street Landscaping.

4.12.1 OWNER shall be jointly responsible, with all other landowners in the Northeast Annexation Area, to fund the cost of installation of landscaping along that certain frontage along East Main Street, on property and right of way owned by the Yolo Shortline Railroad Company (“Yolo Shortline”), in accordance with that certain Landscaping Agreement entered into by and between CITY and Yolo Shortline, the terms and obligations of which are incorporated herein by this reference (the “Landscaping Agreement”). The landscape design shall be submitted to the City for approval and shall be in accordance with current City development standards at such time that the CITY has issued building permits for 850,000 square feet of development within the Northeast Annexation Area (the “East Main Landscaping Improvements”).

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Woodland City CouncilNovember 7, 2023

Woodland City Council
November 7, 2023