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					    Wildhorse Ranch Project 
                              
                              
                              




    Action Letter & Approved
    Entitlement Applications
           BY CITY COUNCIL OF THE CITY OF DAVIS  




                           
                           
                           
                   SEPTEMBER 2009 
                           
                           
                           
                           
                           
                           
                     PREPARED BY  
       Community Development Department




 
                                   City of Davis
                        Community Development Department


September 30, 2009

John Tallman, Project Manager - Parlin Wildhorse LLC
11354 White Rock Road
Rancho Cordova, CA 95742

Subject:      Letter of City Council Actions on Wildhorse Ranch Proposal; PA# #84-05;
              GPA #4-05 & Prelim. Planned Development #4-05 for Properties Located at
              3003, 3027, 3051 & 3075 E. Covell Blvd., Davis, California 95616

Dear John,

On September 29, 2009 the City Council via Consent Calendar approved (4-1 votes) the
Rezoning and Preliminary Ordinance and Development Agreement Ordinances for the
Wildhorse Ranch proposal; thus entering into the records the second reading of both ordinances.
Consistent with City Code, the second reading is final approval of the entitlement applications
for the proposal pending the outcome of Measure J (i.e., Measure P) elections on November 3,
2009. Staff included Affordable Housing Plan, Development Agreement, and Rezoning and
Preliminary Planned Development conditions of approval to the Council packet to show the
conforming changes that were made based on the Council's September15th actions.

On September 15, 2009 the City Council held a public hearing meeting on the proposed project
applications, and approved (4-1 votes) the three remaining entitlement applications subject to
some modifications. The approved applications are: 1) Rezoning and Preliminary Planned
Development, 2) Affordable Housing Plan, and 3) Development Agreement.

On July 28, 2009 the City Council held a public hearing meeting on the proposed project
applications, and took the following actions (3-2 votes): 1) certified the Final EIR for the
proposed project, 2) approved the General Plan Amendment that changes the land use
designation of the subject site from Agriculture to Residential High Density, Residential Medium
Density, Neighborhood Greenbelt, Natural Habitat Area, and Urban Agricultural Transition
Area, and 3) approved a resolution calling for a special election on November 3, 2009 for voter
consideration of the Wildhorse Ranch proposal.

Attached are the relevant documents regarding the City Council actions addressed above, which
1) General Plan Amendment Resolution, 2) Findings and Conditions of the P-D approval, 3) P-D
Ordinance, 4) Affordable Housing Plan, and 5) Development Agreement Ordinance and
Provisions with exhibits.
If you have questions regarding the Council actions, or any of the attached documents, do
contact me at (530) 757-5610, or email injoku@cityofdavis.org.

Thank you,



Ike Njoku, Planner/Historical Resources Manager



ATTACHMENTS
1) General Plan Amendment Resolution,
2) Findings and Conditions of the P-D approval,
3) P-D Ordinance,
4) Affordable Housing Plan,
5) Development Agreement Ordinance and Provisions with exhibits.



cc:

Masud Monfared, Parlin Wildhorse LLC, 11354 White Rock Rd, Rancho Cordova, Ca 95742
Bill Emlen, City Manager
Anne Brunette, Parks & General Services Dept.
Will Marshall, Public Works Dept.
Danielle Foster, Parks and Community Services Dept.
Steve Pierce, Police Dept.
Tim Annis, Fire Dept.
                          RESOLUTION NO. 09-132, SERIES 2009

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DAVIS AMENDING THE
 GENERAL PLAN TO RE-DESIGNATE THE “WILDHORSE RANCH” PROPERTY
 FROM AGRICULTURE TO FIVE LAND USE DESIGNATIONS OF RESIDENTIAL
    HIGH DENSITY, RESIDENTIAL MEDIUM DENSITY, NEIGHBORHOOD
   GREENBELT, NATURAL HABITAT AREA, AND URBAN AGRICULTURAL
  TRANSITION AREA AND ESTABLISH THE BASELINE PROJECT FEATURES
               SUBJECT TO APPROVAL OF THE VOTERS


WHEREAS, the City of Davis has visions to foster a safe, sustainable, healthy, diverse and
stimulating environment for all in the community; maintain Davis as a cohesive, compact,
university-oriented city surrounded by and containing farmland, greenbelts, natural habitats and
natural resources; and preserve and create an array of distinct neighborhoods so that all residents
can identify a neighborhood that is “home” for them.

WHEREAS; the City Council has established goals of providing slow steady additions to the
housing stock and providing housing for people who live/work in Davis; and

WHEREAS, the Planning Commission held a public hearing on July 8, 2009 to receive
comments and consider the proposed amendment; and

WHEREAS, the City Council held a public hearing on July 28, 2009 to receive comments and
consider the proposed amendment; and

WHEREAS, Environmental Impact Report SCH #2007072020 adequately assesses the impacts
of this General Plan Amendment; and

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DAVIS:

Section 1 – Land Use Map. The City of Davis General Plan Land Use Map (Figures 11a and
11b) are hereby amended with the change of the “Wildhorse Ranch” property from a designation
of “Agriculture” to the following land use designations: Residential High Density, Residential
Medium Density, Neighborhood Greenbelt, Natural Habitat Area, and Urban Agricultural
Transition Area, as shown in the map, Exhibit A, to this resolution.

Section 2 – Baseline Project Features. The Baseline Project Features for the applications, as
established by Ordinance 2008, are included as Exhibit B to this Resolution.

Section 3 – Effective Date. This Amendment shall not be effective unless and until the action is
ratified by the voters in a “Measure J” election, as specified in City of Davis Ordinance 2008, the
Citizen’s Right to Vote on Future Use of Open Space and Agricultural Lands Ordinance.




                                            Page 1 of 9
                                                                    Resolution No. 09-132

PASSED AND ADOPTED by the City Council of the City of Davis this 28th day of July, 2009,
by the following vote:

AYES:        Heystek, Saylor, Asmundson

NOES:        Greenwald, Souza



                                                 Ruth Uy Asmundson, Ph. D.
                                                 Mayor
ATTEST:



Zoe S. Mirabile, CMC
City Clerk



Exhibits
A. General Plan Land Use Map
B. Measure J Features




                                        Page 2 of 9
EXHIBIT A – General Plan Land Use Designations




                               Page 3 of 9
                                                                       Resolution No. 09-132




                                 EXHIBIT B
                               Wildhorse Ranch
                      Base Line Measure J Project Features

Wildhorse Ranch is a 25.8 acre development site, inside the city limits, designed with a
mix of housing types and affordability levels to meet the housing needs of the local
Davis workforce. The community is designed with housing that is blended together so
that families of all incomes and social structure will mix and interact in the common
greenways, or paseos that form the front yards and community open space for all to
enjoy. The community plan provides for more than 37% of the site, dedicated by the
developer, to be set aside as permanent open space, including an addition to the City’s
Agricultural Buffer, and a 4.4 acre open space area for passive recreation that is to be
planted with trees and ground cover and will become the focal point for the
community. The street pattern in the community is designed at a human scale that puts
the pedestrian first and the automobile second. Roadways are narrow and sized to
meet the minimum needs for traffic, thus lessening the amount of paved surface leaving
more area for landscaping and natural site drainage and absorption of rain and
lessening site runoff. Most importantly the community is designed to set a new
standard in sustainable building and community design for Davis as well as the region.

The site plan was prepared with the intent of maximizing the energy efficiency and
opportunities to generate solar power. Continuing the long tradition in Davis of
approving high-quality, environmentally progressive development on a scale consistent
with the intent of the City of Davis General Plan policies, Smart Growth principles, and
the desires of the community, Wildhorse Ranch sets the bar at a new level of energy
efficiency and Green House Gas emission reduction. The project will reduce operational
Green House Gas emissions by 90%. To achieve this, the project will use a combination
of methods to reduce energy demand or replace carbon generated electricity with clean
solar power from onsite photovoltaic systems, and the homes will be designed to
exceed the California Energy Standards for 2005 (2005 Title 24) through the use of high
efficiency heating and cooling systems, demand hot water systems including solar hot
water, passive solar features, energy efficient appliances and improved insulation. All
of these features will result in a reduction in GHG emissions of below a traditional
single family neighborhood, and exceed the current city goals for new homes.

Wildhorse Ranch will provide up to 151 new town homes and single family homes to
meet housing needs for families and the local workforce population as well as 40 rental
apartment homes (with 15 units affordable to very low income, 23 affordable to low
income and 2 non-income specific). The human scale and protection of the planet are
the key drivers to creating the sense of place to be found at Wildhorse Ranch. Most
homes will face one another, as opposed to roads, orientation to maximize solar


                                       Page 4 of 9
                                                                            Resolution No. 09-132


efficiency, all within an a site already within the city limits will serve to create the next
step in sustainable design and development that will take real steps to addressing the
human impact of growth, while providing a real world example of how sustainability
and GHG reduction can be designed into a community without compromising comfort
of livability.

Project Description:

Wildhorse Ranch is 25.8 acres and will contain up to 191 homes. The project will be
developed in substantial compliance with the attached master plan and entitlements
approved by the City Council. The following mix of housing is to be developed on the
site:

   •   Up to 73 Single Family Homes.
   •   Up to 78 Town Homes.
   •   Up to 40 Apartment Homes of which 38 will be affordable to very low and low
       income households.

The total number of units, 191, cannot be exceeded. The number of units within the
Single Family Homes category and the Town Homes category may vary up to ten
percent (10%) provided however that any increase in one category must accompany a
corresponding decrease in the other category. A reduction in one category may occur
without the requirement to increase the total units in the other category. Such an event
would result in a decrease in the total units within the project. Notwithstanding the
forgoing the total market rate units for the project shall not be less than 136.

The focal point of the Wildhorse Ranch community will be the common area open space
that is to be planted with trees and native plants. This open space area is to remain in
permanent open space under the ownership of the future Home Owners Association.

Sustainable Design & Energy Efficiency

   •   The project shall reduce its Green House Gas emissions by 90% below the base
       line established by the City of Davis in its Resolution #09-043 regarding Green
       House Gas reductions. The entire 90% reduction shall be accomplished on site.
       Examples of methods that could be employed to meet this GHG reduction level
       include:
               The use of photovoltaic systems (solar panels) on the roofs of homes, and
               other structures within the community.




                                          Page 5 of 9
                                                                         Resolution No. 09-132


              Design building and homes within the community to exceed the 2005
              California Energy Standards, Title 24, by an average of 50% throughout
              the project.
   •   To improve the quality of storm water leaving the site, the project shall employ
       bio-swales and periodic settling basins to allow sediments to be filtered or settle
       out of storm water runoff before it leaves the site.

Greenbelt and Open Space

The following greenbelt and open space features will be included with the Project:

   •   An approximately 2.26 acre addition to the existing Urban Agricultural
       Transition Area bringing the total width of this area to 200’ thus creating a
       definable edge to the City. This area is to be dedicated to the City for ownership
       and maintenance.
   •   An approximately 1.61 acres of greenbelt providing connection from the existing
       neighborhood to the west through the property to the agricultural buffer on the
       east side of the property. This property is to be dedicated to the City for
       ownership and maintenance.
   •   An approximately 4.4 acre open space area to be planted with trees and ground
       cover to provide a location for passive enjoyment of open space. Walking paths
       and bike paths will provide access to the internal pathway system as well at to
       the citywide bike trail system. This property will be deeded to the future Home
       Owners Association for ownership and maintenance.
   •   The project shall secure a Conservation Easement on approximately 51 acres of
       active agricultural land to ensure the preservation of farmland in perpetuity.

The developer shall improve these areas, as required, and dedicate to the City the
approximately 1.61 acres of Greenbelt and the approximately 2.26 acre addition to the
Urban Agricultural Transition Area. The remaining areas shall be owned and
maintained by the Home Owners Association to be formed for the community.

Developer Contributions, Dedications & Obligations:

Wildhorse Ranch will provide land dedications, sustainable and climate improving
technology, fees and housing for low and very low income households. These
contributions will benefit much of the community as well as the region and are as
follows:




                                         Page 6 of 9
                                                                         Resolution No. 09-132


   •   The project shall reduce its Green House Gas emissions by 90% below the base
       line established by the City of Davis in its Resolution #09-043 regarding Green
       House Gas reductions. Examples of methods that could be employed to meet
       this GHG reduction level include:
               The use of photovoltaic systems (solar panels) on the roofs of homes, other
               structures within the community.
               Design building and homes within the community to exceed the 2005
               California Energy Standards, Title 24, by an average of 50% throughout
               the project.

   •   Dedicate to the City the approximately 2.26 acre parcel to be added to the
       existing city agricultural buffer adjacent to the property.
   •   Dedicate to the future Home Owners Association, for permanent open space, the
       approximately 4.4 acre to buffer the adjacent neighborhood.

The Developer shall also comply with City requirements, standards, policies and
mitigation measures by providing the following:

   •   Dedicate to the City the approximately 1.61 acre parcel for continuation of the
       City greenbelt
   •   Dedicate to the City permanent conservation easements on approximately 50
       acres of active agricultural land.
   •   Provide approximately 15.5 acres of Swainson Hawk foraging habitat through
       the purchase of a Conservation Easement, or payment of mitigation fees to the
       Yolo County Habitat Joint Powers Agency.
   •   Dedicate to the City a 1.92 acre site for the production of up to 40 apartment style
       homes. 38 of the apartment homes shall be affordable in perpetuity to very low
       and low income households, income households pursuant to an approved
       Project Individualized Plan. The 38 units shall be fully ADA accessible.
   •   Agree to the formation of a community facilities district or other public financing
       mechanism prior to the recordation of the first final map for the Project to
       provide for an annual fee or tax on each market rate unit of $300 per year (in 2009
       dollars) plus 3% per year thereafter to be used by the City for police services and
       fire prevention, suppression and emergency medical services.
   •   Pay to the City of Davis an in-lieu Parkland Dedication fee.
   •   The project shall also pay fees to the City, the Davis Joint Unified School District
       or Yolo County as part of the development fees for the project. The actual
       amounts to be paid will be the amount of the fee then in force at the time the fees


                                         Page 7 of 9
                                                                         Resolution No. 09-132


       are paid consistent with the Development Agreement between the Developer
       and the City. These fees presently are:

              Davis Joint Unified School District Capital Facilities Fee.
              Yolo County for Public Facilities.
              City of Davis for Road fees.
              City of Davis for Park Improvement fees.
              City of Davis for Open Space fees.
              City of Davis for Public Safety capital purposes.
              City of Davis for General Facilities.
              City of Davis for Water Connection fees.
              City of Davis for Sewer Connection fees.
              City of Davis for Stormwater facilities.
              City of Davis for Construction Tax and miscellaneous fees for operations.
              City of Davis for Long Range Planning efforts.

Baseline Project Features: Implementation

The Wildhorse Ranch project is required to develop in a manner consistent with these
Base Line Features. As provided for in Measure J, the Base Line Features may not be
changed without approval by the voters of the City. There are other additional
requirements for the Wildhorse Ranch project, including but not limited to, the
mitigation measures set forth in the Final Environmental Impact Report, and the
Development Agreement that, while important to the Project, are not Base Line Project
Features and may be modified with the approval of the City, after the appropriate
public process. In addition, minor changes to the Project can be anticipated during the
course of this multiple year build out. Such changes, often the result of detailed
engineering or changing conditions, may be changed without voter approval, if they are
substantially consistent with the Base Line Features and they do not materially alter the
character of the project.

Measure J Expiration and Extension

Measure J will be submitted to the voters of the City prior to December 31, 2010 for
renewal. If this project has been presented to the voters and the voters approve the
project, then the project shall build out as substantially compliant, in the determination
of the city, with the features and description contained herein. The term “substantially
compliant” shall have the same meaning as the discretion provided for in the State
Subdivision Map Act in allowing determination that a final map is in substantial
conformance to an approved tentative map. The voter approval requirements of this
Wildhorse Ranch measure shall continue until the full build out of the project,


                                         Page 8 of 9
                                                                     Resolution No. 09-132


thereafter any proposed changes in use shall comply with the City zoning, General Plan
designation, policies and processes.




                                      Page 9 of 9
                 Findings and Conditions of Approval for PA#84-05
    Wildhorse Ranch Proposal Located at 3003-3075 East Covell Boulevard
             (Intersection of East Covell Blvd. & Monarch Lane)

General Plan Amendment #4-05 Findings

1. Find that the proposed General Plan amendment is appropriate in that it provides needed
   housing and contributes to infill housing development within the city limits.

2. Find that the proposed project’s density is consistent with the General Plan Residential
   Medium Density and Residential High Density land use designations respectively, which will
   permit a range of 9.72 to 20.83 units per net acre as proposed.

3. Find that the proposed amendment provides consistency with General Plan policies for
   sensitive infill, a mix of housing types, and creative development patterns.

4. Find that the proposed project provides varying architectural "fit" with the scale of
   surrounding structures and their uses.

5. Find that the proposed project will not adversely impact the general welfare of residents
   within the area, and that the intended uses will service public need and convenience.

6. Find that Environmental Impact Report (EIR, SCH #2007072020) has been prepared for this
   project, which has analyzed all the impacts associated with the project, providing mitigation
   measures and overriding of unavoidable impacts. The Final EIR certification is the first
   action that will occur before the Council action on this General Plan amendment. No further
   environmental review is necessary.

7. Find while the proposed project does not provide 10 percent greenbelt and 100 feet average
   greenbelt width, more than adequate open space is provided through the approximately 5.47
   acres of “orchard” space, and approximately 2.26 acres of Urban Agricultural Transition
   Area provided.

8. Find that the development respects the setback requirements and existing uses and privacy on
   adjacent properties through the use of greenbelt and open space (i.e., orchard) buffer.


Conditions
No conditions of approval apply to this General Plan amendment.

Rezoning and Preliminary Planned Development (P-D#11-02) Findings

1. Find that the proposed rezoning and preliminary planned development, with adoption of the
   proposed General Plan amendment, will comply with the General Plan that will now
   designate the subject site Residential High Density, Residential Medium Density,
   Neighborhood Greenbelt, Natural Habitat Area, and Urban Agricultural Transition Area,
   thereby allowing a range of 9.72 to 20.83 units per net acre. This allows for a consistent land
   use designation and zoning for the parcel, which would facilitate the development of the
   proposed project.

2. Find that the proposed project, with the adoption of the proposed rezone, will be consistent
   with the Zoning Ordinance, as the purpose of the planned development district is to allow
   diversification in the relationship of various buildings and structures and provide relief from
   the rigid standards of conventional zoning in order to allow for new and compatible housing
   development with surrounding residential uses. The proposed project will provide for an
   integrated and harmonious residential environment and creative relationship with adjacent
   residential uses by utilizing various open space buffer that allow for and encourage separate
   neighborhoods and architectural variation between the existing residential and proposed
   residential neighborhood, while maintaining the residential character within the area. It will
   allow for and encourage architectural variation while maintaining the residential character
   within the area.

3. Find that public necessity, convenience and general welfare require adoption of the proposed
   amendment, given that the project is an infill project that will address the housing needs of
   the city.

4. Find that Environmental Impact Report (EIR, SCH #2007072020) prepared for this project,
   and certified by Council on July 28, 2009 adequately addressed all the impacts associated
   with the project, providing mitigation measures and overriding of unavoidable impacts. No
   further environmental review is necessary.

5. Find that the proposed project will constitute a residential environment of sustained
   desirability and stability in harmony with the character of the surrounding neighborhood.

Rezoning and Preliminary P-D #4-05 Conditions of Approval
The following conditions of approval apply to this planned development.

1. Affordable Housing.

   Section 40.22.010 (purpose of P-D district) of the Zoning Ordinance contains criteria upon
   which a P-D district shall be judged to include provision of a mix of housing styles and costs;
   provision of sound housing for persons of low, moderate and high income levels, and
   creative approaches in the development of the land. This section is consistent with many
   other General Plan policies regarding provision of varied housing prices for all income
   levels. Therefore to assure that the proposed P-D district complies with the requirements, the
   following conditions are imposed on the P-D District:

      i.   Given that no middle-income housing requirement is placed on the project at this
           time, should the development of the project is delayed to the extent that the middle-
           income housing requirements become in effect again, the applicant shall comply with
           the middle-income housing requirement consistent with the Development Agreement
           terms regarding this item and the city code at that time. Any future middle-income
           lots required of the project at that time may be developed as attached or detached
           units.
     ii.   Development standards for the affordable lot shall be established as part of the Final
           Planned Development application. Modifications to allow for innovations, or
           appealing, or improved architectural and subdivision design may be approved as a
           Minor Modification consistent with Section 40.27.080(b)(9) of the Zoning Ordinance
           after the initial design review approval for the units as long as it does not contradict
           the identified features of Measure J.
    iii.   A project individualized affordable housing Plan approval shall be obtained from the
           city prior to any construction activities occurring on the site. The affordable units
           may be rental units consistent with city code.
     iv.   The Developer shall disclose, in writing, to all prospective buyers within the
           subdivision the following: a) the location of the affordable housing site within the
           subdivision, b) that the affordable housing will be a multi-family rental complex, and
           c) that the buildings for the affordable units will be three stories and 38 feet in height.
     v.    Children’s play areas/usable open space. Upon design review of affordable housing
           component, Planning Commission shall evaluate the adequacy of children’s play
           areas.

2. Accessibility in Affordable Housing. All 38 affordable units shall be ADA accessible. Final
   details will be provided with the submittal of the project’s final affordable housing plan, as
   part of the tentative map review process. ADA accessibility shall include but not be limited
   to, entrances, hallways, bedrooms, bathrooms and kitchens. To achieve ADA accessibility for
   all 38 units, the units may need to be in one building, to allow for elevators, and the design of
   the parking and view sheds may need to be modified. In addition, the design may require that
   the two market rate units are not included in the final plan.

3. Design Review. Given the cluster nature of the proposed project, and to assure provision of
   quality architecture and materials, the developer shall submit for review and approval, a
   design review application for the entire development project, excluding the affordable
   housing project and the Natural Habitat Area that will have their separate design review
   applications. The homes on the single-family lots and their design review will address items
   that include but not limited to the following:

   Front Yard. The front elevations that will be substantially differentiated for most of the lots,
   such as front porches and recessed garages, or garages not dominating the building front
   elevations, while ensuring that quality building materials are used in the subdivision. Front
   yard setbacks may be varied to create an interesting streetscape. Careful placement of
   buildings and upper-story windows and balconies shall be incorporated in order to protect
   privacy of bedrooms, interior leaving areas on adjacent properties, etc. The roof materials
   shall provide interest in terms of shape, color and texture. Garage doors shall be of designs
   and details that provide interest rather than monotonous surface appearance.

   Drought Tolerant Landscaping. The applicant/developer shall include drought tolerant
   landscaping feature to the front yard landscaping of each lot within the subdivision. The
   xeriscape features shall be beyond the requirements of the city landscaping ordinance. The
   xeriscape concept to be used on each lot shall be submitted for review and approval of
   Planning and Building Director prior to filing for building permit for the lot. Plant species to
   be used in the xeriscape shall include predominantly drought tolerant species. At the very
   minimum, 50% of the front yard landscaping shall consists of xeriscape materials. The
   master developer shall submit to Community Development director or her designee a master
   and typical front yard landscape concept to be used as a guide for each lot in the subdivision.

   Private Open Spaces. All private open space areas within the subdivision shall include
   drought tolerant plant species where feasible.

   Garages. Consistent with the General Plan Standard UD 1.1c, garages of homes within this
   project shall be subordinate in visual importance to the house itself, especially the entry.

4. Sound Walls. Consistent with the General Plan Policy NOISE 1.2, sounds walls shall be
   discouraged whenever alternative mitigation measures are feasible.

5. Construction Time. Notwithstanding any city ordinance, regulation or rule to the contrary,
   construction activities for the Project shall be limited to the hours of 7:00 a.m. to 5:00 p.m.
   Monday through Friday and 8:00 a.m. to 3:00 p.m. on Saturdays. There shall be no
   construction activities on Sundays, federal holidays or after 12:00 p.m. on December 24th.

6. Public Services. Consistent with the General Plan Standard LU 1.7n, occupancy of the
   project shall not be allowed until all necessary public services, including water mains and
   service, fire hydrants and roads or other improved access meeting City standards, are in
   place.

7. CFD. Prior to the recordation of the first phase final subdivision map, Developer shall
   request the City establish a community facilities district and/or other such district(s) or
   financing program(s) including without limitation, a community facility district pursuant to
   Government Code Sections 53311 et seq, appropriate to fund the project’s fair share of the
   below listed land based funding programs. The district(s) shall be used only to provide funds
   for the project’s fair share of the following items:

   (a)     Police protection services, including equipment, maintenance, personnel and
           operations; and
   (b)     Fire protection and suppression services and emergency medical (paramedic)
           services, including equipment, maintenance, personnel and operations.

   Funds generated by such district(s) or financing mechanism(s) shall not be used for capital
   improvements or purchases of any equipment having a depreciation period of greater than
   five (5) years, except for items specifically listed above. In no case shall the tax or other levy
   on any parcel within the project for items (a), and (b), above exceed $300.00 per year (in
   2009 dollars) plus 3% per year for each year after the approval of the this Development
   Agreement.
8. Taller Buildings. Consistent with the General Plan Standard UD 2.3b, taller buildings shall
   be stepped back at upper levels in areas with a relatively smaller-scale character.

9. Edges of Urban Development. Consistent with the General Plan Standard AG 3.1a, tree rows
   or other windbreaks shall be required in buffers on the edges of urban development and in
   other areas as appropriate to reduce soil erosion.

   Building Height at Southwestern Corner of Project. The two western-most units of the
   southwestern-most townhome building shall be a maximum of two stories, or thirty feet, in
   height.

10. Green Building. The approved project, at building permit stage, shall comply with Green
    Building Ordinance, as it is written now and as amended in the future.

11. Greenhouse Gas Emissions. The developer has submitted an energy and GHG emissions
    reduction plan that states the project shall reduce its Green House Gas emissions by 90%
    from the base line of 5.5 metric tons per unit standard established by the City of Davis in its
    Resolution #09-043 regarding Green House Gas reductions. The developer shall comply
    with the greenhouse gas emissions standards established in the Development Agreement.
    Concurrently with the Tentative Map application the Developer shall submit a GHG
    reduction program identifying specific measures to be implemented within each land use sub-
    area, subject to review and approval by the Planning Commission. This submittal shall
    provide general descriptions of the measure and associated Green House Gas emission
    reductions. It is not intended that the Developer will submit Title 24 energy calculations at
    this stage, but rather the measures to be employed to achieve the necessary energy demand
    reductions. Prior to Final Map approval, the Developer shall submit documentation to verify
    implementation of the approved GHG reduction program to the satisfaction of the
    Community Development Director. Such documentation shall include, but is not limited to,
    the following:

   a. Locations, specifications, dimensions, and capacities of all photovoltaic systems;

   b. Details of Title 24 energy calculations for all residential unit types; and

   c. Detailed calculations, methodologies, and assumptions demonstrating the amount of
      carbon sequestration through tree plantings.


12. Mitigation Measures. The applicant/developer shall comply with all mitigation measures
    identified in the certified Wildhorse Ranch final EIR (SCH #2007072020). Failure to
    comply with the mitigation measures shall be deemed a zoning violation.

13. Common Area Maintenance. Developer shall cause to be established a Home Owners
    Association (“HOA”) or other non-City entity, to the satisfaction of the City Attorney, to
    own and maintain non-public improvements within the Property. The improvements
    required to be owned and maintained and repaired by the HOA shall include but not be
    limited to those improvements designated by the City as part of the approval of the Tentative
   Map or the Final Planned Development Permit. Such improvements shall be maintained and
   repaired in a commercially acceptable manner and in a manner consistent with the Project
   Approvals.

14. Indemnification. The applicant/developer shall defend, indemnify, and hold harmless the
    City of Davis, its officers, employees, or agents to attack, set aside, void, or annul any
    approval or condition of approval of the City of Davis concerning this approval, including
    but not limited to any approval of condition of approval of the City Council, Planning
    Commission or Planning Director. The City shall promptly notify the applicant of any claim,
    action, or proceeding concerning the project and the City shall cooperate fully in the defense
    of the matter. The City reserves the right, at its own option, to choose its own attorney to
    represent the City, its officers, employees and agents in the defense of the matter.

15. Fire Items. Given the nature of the proposed project, which has defined concepts that may
    form the basis for the future development of the site with homes, the following fire
    conditions shall be met at the appropriate stages of the project development:

   A. All buildings are to be addressed to the street the front door faces. Townhouses shall
      have the number posted on both sides of the building (front and back). Each dwelling
      unit must have an identifiable “front” door which is a reasonably apparent connection to
      the street to which the dwelling unit is addressed (i.e. no dwelling units addressed to a
      green belt or alley) in accordance with Section 505.1 California Fire Code, 2007 edition.
      Additional signage is required to adequately direct emergency services to the dwelling
      unit. Additional address signage to be determined when architectural plans are
      submitted.
   B. Buildings more than two stories require a street width equal to or greater than 20 feet. If
      parallel parking is allowed on one side add 8 ft to the street width. If parallel parking is
      allowed on both sides add 16ft to the width.
   C. A second fire access road is required to have a 20 foot unobstructed width, in accordance
      with Section 503.1.2 with the California Fire Code, 2007 edition. Two access points shall
      be provided to the subdivision, separated by at least one half the longest diagonal
      dimension of the property, drawn as a straight line, in accordance with D104 of the
      California Building Code, 2007 edition. Fire apparatus roads shall be designed and
      maintained to support the imposed loads of apparatus and shall be surfaced to provide all-
      weather driving in accordance with Section 503.2.3 California Fire Code, 2007 edition.
      The curve in this fire access road shall be widened so that two vehicles can pass. The
      bollards in this location shall also be approved by the Fire Department for removal with
      speed and reliability. A temporary secondary access in the “view lot” off of Caravaggio
      Drive must meet the requirements stated herein.
   D. Portions of Section H have been widened to 24 feet; this will allow parking on one side
      of the street. Parking is not permitted on the two entrance streets; street sections A and
      B. The Fire Department’s emergency operations require a minimum width, plus parking
      for operations. If an 8ft wide vehicle is permitted to parallel-park; then width for parallel
      parking is 8 feet wide plus the Fire Department’s emergency width.
E. Townhouses and apartment complexes are required to have a NFPA 13 or 13R automatic
   sprinkler system installed in accordance with Section 903.2.7 of the California Building
   Code, 2007 edition and the Davis Municipal Code amendments.
F. The existing fire hydrants shall be removed by the developer. At least eleven new
   hydrants will be required in this subdivision.
G. Streets which provide access to buildings more than two stories tall shall not be narrower
   than 20 feet, in accordance with Section 530.2 of the California Fire Code, 2007 Edition.
   A “fire apparatus road” is defined in the California Fire Code as a road that provides fire
   apparatus access from a fire station to a facility, building or portion thereof. This is a
   general term inclusive of names such as fire lane, public street, private street, parking lot
   lane and access way. There are three sections required to be 20 feet wide that are labeled
   "Section ‘E”. An unobstructed vertical clearance of not less than 13 feet 6 inches must be
   maintained over fire apparatus roads, in accordance with Section 503.2.1 of the
   California Fire Code, 2007 edition.
H. Section C, the street is required to be 36 feet wide (back of curb to back of curb) when
   parking is permitted on both sides of the street. Section I, the street is required to be 28
   feet wide (back of curb to back of curb) when parking is permitted on one side of the
   street. The walkways from the street to the front doors shall remain unobstructed. This
   applies to townhouses and single family dwelling units.
I. No Fence or similar barrier shall be allowed to be installed between the front door and the
   street to which it is addressed for all townhouses and single-family detached units. All
   walkways from the street to the front doors of townhouses and single-family detached
   units shall remain unobstructed at all times. This requirement shall be integrated into the
   home owner's association documents. Failure to comply shall be deemed a zoning and
   fire code violation and treated as such.
J. This project is to have parking enforcement 24 hours a day, seven days a week. The city
   does not enforce parking violation on private roadways. Therefore, a statement
   addressing the vehicle parking obstructing to fire access lanes must be provided to
   indicate, how parking requirements will be maintained. The no parking plan and its
   enforcement mechanism for “no parking” shall be submitted to the Fire Department for
   review and approval concurrent with the Tentative Map application.
K. The floor plans provided to the Fire Department in December of 2008, are not the floor
   plans that would be used for the single family dwelling units.
L. Due to the unique site plan and layout of the homes, the project team is encouraged to
   coordinate street names and address sequencing with the Public Works department so as
   to articulate potential problems now. Due to complexity of the subdivision plan, the Fire
   Department will also review dwelling addressing, assuring coordination with a front door
   and the street it is addressed.
M. The Fire Department did not specify the exact location of a second fire access road. The
   secondary fire access is necessary and must meet conditions set herein.
N. The single family dwelling unit front doors are not in an acceptable location for
   emergency access. The following dwelling units do not have a “front” door reasonably
   connected to the street in which they are addressed: 204, 207, 208, 211, 212, 215, 216,
   219, 220, 223, 404, 407,408, 411, 412, 415, 416, 419, 420, 423, 424, 427, 429, 431, 526,
   527, 528, 529, 605, 609, 613, 617, 623, 627, 631. The following combinations are
   acceptable emergency access to the single family dwelling unit listed herein:
          i.   Remove the parking from the end of Section G; and add a walkway connecting
               the front door to the lane.
         ii.   Add 10 feet to the end of Section G and slide the parking to the end of the lane;
               and provide a door next to the garage.
        iii.   Park parallel to the house (long axis side) on the north side or the south side of the
               house depending on orientation on the map.

16. Public Improvement Items. Given the nature the proposed project, it becomes necessary to
    identify areas of public improvements to be addressed as the project development and
    entitlement applications proceed beyond the current stage.

   A. 20’ Land Transfer. Developer has voluntarily committed to, and shall, transfer
      approximately twenty (20) feet of land on the west and north sides of the project to each
      of abutting property(ies) whose owner(s) accept the land transfer. The Developer shall
      provide for, and/or pay the costs of, mapping and surveying, grading of the transferring
      property and replacement of fences. The Developer's obligation shall be subject to the
      corresponding property owner's timely acceptance of the transfer and the property
      owner's agreement to pay one time transaction costs and annual property taxes and
      assessments. The Developer shall submit lot line adjustment application(s) for each
      transfer, which lot line adjustment(s) shall be subject to the review and approval of the
      City, including all conditions of approval that are associated with lot line applications
      under the City's ordinances, rules and regulations. The lot line adjustments shall be
      submitted to the City concurrently with the submittal of the application of a tentative map
      for the Project, The Tentative Map application shall be deemed incomplete if the lot line
      adjustment applications are not submitted concurrently with the tentative map
      application. At the time of submittal of the Tentative Map, the Developer shall also
      provide a report to the City showing the contacts with each abutting property owner and
      the property owner's response to the offer to transfer this property.
   B. Provision of Right of Way Improvements. The design and construction of all public
      improvements to serve the subdivision shall be subject to the review and approval of the
      City Engineer.
   C. Orchard. At the time of tentative map and final planned development applications
      submittal, the applicant shall submit details as to the nature, proposed ownership,
      maintenance, materials, alignment and widths of pathways, and operational manual for
      the orchard area (i.e., Natural Habitat Area) for City review and approval.
   D. Public Streets. All public streets shall be designed for a 40 year design life.
   E. Tree Protection Plan. Prior to determination that an application is complete for the
      Tentative Map, or the commencement of any grading activity, whichever occurs first, the
      applicant shall submit for review and approval the proposed tree protection plan to the
      Urban Forest Manager/Arborist. Applicant shall be responsible for the design and
      construction of the greenbelt improvements. The greenbelt improvements shall be
      completed to the satisfaction of the Parks & General Services Superintendent/Director
      and/or City Engineer prior to issuance of the first Certificate of Occupancy for any lot
      within the subdivision. The greenbelt design shall incorporate native and drought
      tolerant plants and xeriscape design concepts with interpretative signage and should
      provide an appropriate design transition from the orchard landscaping to the greenbelt to
   the satisfaction of the Parks & General Services Superintendent/Director. The final
   greenbelt and landscaping plans shall be submitted concurrently with the Tentative Map
   application and subdivision improvement plan submittal and shall be subject to the
   review and approval of the City Engineer and Parks and General Services
   Superintendent, prior to recordation of any Final Map.
F. Parkland Dedication & Fees. The applicant shall comply with Section 36.08.040 of
   Davis Municipal Code as it relates to Parkland Dedication. The park in-lieu fees will be
   used to acquire park land as needed in other parts of the community with specific
   locations being developed as part of the Parks and Facilities Master Plan update.
G. Site Grading. No site grading, or any on-site demolition or earth moving shall occur
   prior to the determination that an application is complete for the Tentative Map and a tree
   modification permit has been obtained. This can be obtained online at:
   http://www.cityofdavis.org/pcs/trees/pdfs/tree-modification-rev04-08.pdf
H. City Street/Greenbelt Trees. The developer shall provide an updated list of tree species
   for the street and greenbelt trees to be planted. Location of street tree easements and tree
   selection shall be subject to review and approval by Parks and General Services prior to
   recordation of Final Map. Pursuant to the applicable provisions of the City of Davis Tree
   Planting, Preservation and Protection Ordinance, in-lieu fees shall be paid for each single
   family lot that does not contain a street tree. Section 37.10.020 of the Municipal defines
   a street tree, as “...any tree planted and/or maintained by the city, or recorded as a street
   tree, adjacent to a street or within a city easement or right-of-way on private property,
   within the street tree easement.”
                            ORDINANCE NO.___________________

 AN ORDINANCE AMENDING SECTION 40.01.090 OF CHAPTER 40 OF THE CITY
OF DAVIS MUNICIPAL CODE TO REZONE APPROXIMATELY 25.8 GROSS ACRES
OF THE PARCEL LOCATED AT 3003, 3027, AND 3075 EAST COVELL BOULEVARD,
AT THE INTERSECTION OF EAST COVELL BOULEVARD AND MONARCH LANE
  FROM PLANNED DEVELOPMENT (P-D) #3-89 (HORSE RANCH) TO PLANNED
        DEVELOPMENT#4-05 (RESIDENTIAL AND OPEN SPACE USES)

  THE CITY COUNCIL OF THE CITY OF DAVIS DOES HEREBY ORDAIN AS FOLLOWS:

TABLE OF CONTENTS

   SECTIONS
   1. Zoning Map Change
   2. Purpose
   3. Residential Medium Density
   4. Residential High Density (Single-family Attached)
   5. Residential High Density (Apartment predominantly Affordable Rental Units)
   6. Neighborhood Greenbelt
   7. Natural Habitat Area
   8. Urban Agricultural Transition Area
   9. Conditions of Approval
   10. Mitigation Measures
   11. Findings
   12. Effective Date

   EXHIBITS
   1. Site’s Zoning Map
   2. Mitigation Measures
   3. Measure J Project Features

SECTION 1.          Zoning Map Change
Section 40.01.090 (Zoning Map) of Chapter 40 of the Code of the City of Davis, as amended, is
hereby amended by changing the land use designation of the approximately 25.79 gross acres of the
parcel located at 3003, 3027, and 3075 East Covell Boulevard, at the intersection of East Covell
Boulevard and Monarch Lane, attached as Exhibit A, to Planned Development #4-05 (Residential
Single-family, and various Open Space uses).

SECTION 2.          Purpose
The purpose of Planned Development #4-05 is to establish a planned development district with the
base zones of Residential One-family and Residential High Density districts that principally will
allow residential uses. This Planned Development district:
    a. Provides for a portion of the city’s housing by providing lots suitable for single-family
        attached and detached homes of various sizes and designs, and rental affordable housing
        units,
   b. Stabilizes and protects the residential character of the district and the surrounding area, and
   c. Promotes and insures that the new residential uses will be in harmony with the existing
      neighborhood; and respect the privacy of adjacent homes through reasonable setbacks,
      architectural design and general landscaping plan.

SECTION 3. Residential Medium Density (Single-family residential)

A. Purpose.
   The purpose is to provide a mix of housing types within the Planned Development District
   and promote innovative medium-density, single-family attached and detached units and
   appurtenant uses in a suitable living environment. The provisions of Article 40.03,
   Residential One-family (R-1) District of the Zoning Chapter of the Municipal Code shall be
   used as a guide.

B. Principal Uses.
   The principal uses of land in this district shall be consistent with Sections 40.03.020
   (Residential One-family) district of the Zoning Ordinance, as it is written now and as it may
   be amended in the future.

C. Accessory Uses.
   The accessory uses of this district shall be consistent with the accessory uses in section
   40.03.030 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

D. Conditional Uses.
   The conditional uses of this district shall be consistent with the conditional uses in section
   40.03.040 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

E. Development Standards.
   The final planned development approval shall establish the final development standards for
   each lot. The development standards for this sub-area shall be based on the standards in
   Sections 40.03.050 and 40.03.060 of the Zoning Ordinance, as it is written now and as it may
   be amended in the future. The exceptions to the standards of Sections 40.03.050 and
   40.03.060 of the Zoning Ordinance shall be those approved at the time of the final planned
   development application stage by the Planning Commission.

F. Special Conditions.
   This sub-area shall comply with special conditions in Section 40.03.070 of the Zoning
   Ordinance, as it is written now and as it may be amended in the future, including conditions
   on Section 9 of this ordinance.

SECTION 4. Residential High Density (Single-family Attached)

A. Purpose.
   The purpose is to provide a mix of housing types within the Planned Development District
   and promote innovative high-density, attached single-family units and appurtenant uses in a
   suitable living environment. The goal is to stabilize and protect the residential character of
   the district, and to promote, insofar as is compatible with the intensity of land use, a suitable
   environment for family life while providing a dense infill project. The provisions of Article
   40.03, Residential One-family (R-1) District of the Zoning Chapter of the Municipal Code
   shall be used as a guide.

B. Principal Uses.
   The principal uses of land in this district shall be consistent with Sections 40.03.020
   (Residential One-family) district of the Zoning Ordinance, as it is written now and as it may
   be amended in the future, and shall also include townhomes, town houses and condominium
   homes.

C. Accessory Uses.
   The accessory uses of this district shall be consistent with the accessory uses in section
   40.03.030 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

D. Conditional Uses.
   The conditional uses of this district shall be consistent with the conditional uses in section
   40.03.040 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

E. Development Standards.
   The final planned development approval shall establish the final development standards for
   each lot, or condominium unit. The development standards for this sub-area shall be based
   on the standards in Sections 40.03.050 and 40.03.060 of the Zoning Ordinance, as it is
   written now and as it may be amended in the future. The exceptions to these zoning
   standards shall be those approved at the time of the final planned development application
   stage by the Planning Commission.

   Maximum building height shall not exceed three stories or thirty eight feet in height in this
   sub-area.

   Building Height at Southwestern Corner of Project. The two western-most units of the
   southwestern-most townhome building shall be a maximum of two stories, or thirty feet, in
   height.

F. Special Conditions.
   This sub-area shall comply with special conditions in Section 40.03.070 of the Zoning
   Ordinance, as it is written now and as it may be amended in the future, including conditions
   on Section 9 of this ordinance.

SECTION 5. Residential High Density (Affordable Rental Units)
A. Purpose.
   The purpose is to provide for high density, multiple dwelling unit housing complex and
   appurtenant uses in a suitable living environment. The goal is to stabilize and protect the
   residential character of the district, and to promote, insofar as is compatible with the intensity
   of land use, a suitable environment for family life. The provisions of Article 40.08,
   Residential High Density Apartment (R-HD) District of the Zoning Chapter of the Municipal
   Code shall be used as a guide.

B. Principal Uses.
   The principal uses of land in this district shall be consistent with Sections 40.08.020
   (Residential High Density Apartment) district of the Zoning Ordinance, as it is written now
   and as it may be amended in the future.

C. Accessory Uses.
   The accessory uses of this district shall be consistent with the accessory uses in section
   40.08.030 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

D. Conditional Uses.
   The conditional uses of this district shall be consistent with the conditional uses in section
   40.08.040 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

E. Development Standards.
   The final planned development approval shall establish the final development standards for
   each lot. The development standards for this sub-area shall be consistent with the standards
   in Sections 40.09.050 and 40.09.060 of the Zoning Ordinance, as it is written now and as it
   may be amended in the future. The exceptions to these zoning standards shall be those
   approved at the time of the final planned development application stage by the Planning
   Commission.

   Maximum building height shall not exceed three stories or thirty eight feet in height in this
   sub-area.

F. Special Conditions.
   This sub-area shall comply with special conditions in Section 40.08.070 of the Zoning
   Ordinance, as it is written now and as it may be amended in the future, including conditions
   on Section 9 of this ordinance.

SECTION 6. Neighborhood Greenbelt

A. Purpose.
   The purpose of the Neighborhood Greenbelt is to provide safe and secure linear parkways
   and connectors close to residences as alternatives to biking or walking on streets.
   Neighborhood greenbelts connect to the Urban/Agricultural Transitional Area, greenstreets,
   parks, other open space network elements, activity centers and public facilities.
   of Davis. The CC&R document shall contain a provision that requires that the CC&R shall
   not be changed, amended, or any portion of it deleted without the express consent of the City
   of Davis. See Section 9 Item #10 further requirement on this item. In addition, concurrently
   with the recordation of the first final map for the Project, the Developer shall dedicate to the
   City a conservation easement, or other recorded instrument, acceptable to the City and
   approved as to form by the City Attorney, that provides that the Natural Habitat Area shall
   remain in permanent open space in perpetuity, and shall be used only for those uses that are
   consistent with the uses specified in this Agreement and in the Project Approvals. The
   conservation easement, or other instrument, shall be recorded concurrently with the first final
   map for the project. In addition to all other requirements for the Natural Habitat Area, the
   Developer shall construct a gathering place for children and adults within the Natural Habitat
   Area, which shall be operated, maintained and repaired by the HOA.

SECTION 8. Urban Agriculture Transition Area

Purpose.
A. The purposes of the Urban Agricultural Transition Area are to 1) provide a buffer and
   minimize conflicts between urban and agricultural areas; 2) provide public open space, and
   3) define the planned urbanized edge of the city, as one of the many useful growth
   management tools.

Principal Uses.
B. The principal uses of this area are passive open space recreation, such as trails and bikeways,
    wildlife and habitat preservation, drainage ways, community gardens, plant stock portions of
    nurseries, agriculture.

Special Conditions.
C. Any improvement for this area shall be performed upon approval by the Parks and General
   Services Director. Other conditions that apply to this area are within Section 9 of this
   ordinance.

SECTION 9. Conditions

The following special requirements are placed on the uses in this P-D district:

1. Affordable Housing.

   Section 40.22.010 (purpose of P-D district) of the Zoning Ordinance contains criteria upon
   which a P-D district shall be judged to include provision of a mix of housing styles and costs;
   provision of sound housing for persons of low, moderate and high income levels, and
   creative approaches in the development of the land. This section is consistent with many
   other General Plan policies regarding provision of varied housing prices for all income
   levels. Therefore to assure that the proposed P-D district complies with the requirements, the
   following conditions are imposed on the P-D District:
B. Principal Uses.
   Consistent with the 2001 General Plan, the greenbelt required and provided for this project
   pursuant to Policy LUA .5, may be developed with landscaping and trees, natural habitat
   areas, bikeways, benches, picnic areas, play structures, lighting, barbecue sites, play areas,
   open space meadow areas, horseshoe pits, and volleyball courts.

C. Special Conditions.
   The design of the greenbelt shall be consistent with current city policies and standards. The
   uses allowed within the greenbelt shall be at the discretion of the Parks and General Services
   Department upon consideration of overall city goals for the area.

SECTION 7. Natural Habitat Area

A. Purpose.
   The purpose of the Wildhorse Ranch Natural Habitat Area is to provide a private open space
   area planted in “orchard” style to accord additional buffer to the existing residential homes to
   the west from the new residential project, while providing a permanent landscaped open
   space area within the Planned development District to be maintained in perpetuity by the
   Homeowners Association established for the new subdivision. Unlike the 2001 General
   Plan, which intends for the Natural Habitat Area to preserve existing wildlife habitat and
   develop new wildlife habitat, this area is not primarily intended to preserve existing habitat
   and develop new wildlife habitat. The Wildhorse Ranch Natural Habitat Area is to serve as a
   buffer between the existing and new residential homes, while providing an enhanced natural
   open space feel to the development.

B. Principal Uses.
   The principal uses of this area shall be permanent open space; gathering place for children
   and adults; buffer space between the existing and new development; a nature “feel” for the
   new residents and adjacent neighbors; routing for stormwater quality swales; permanent
   private passive open space with walkways; or other similar uses. Structures, other than those
   associated with features and uses permitted such as structures for the gathering place, and
   residential homes are prohibited within this area.

C. Special Conditions.
   A design review approval shall be obtained for the final design of this area, prior to any
   improvement activities in this area. Other conditions that apply to this area are within
   Section 9 of this ordinance.

   To address the potential concern that this area may not be maintained in good condition in
   perpetuity and all other private open space areas, the developer shall submit the CC&R
   document for the proposed subdivision to the City of Davis for review and approval, prior to
   recordation of the CC&R. The CC&R document shall explicitly give the City of Davis the
   right to enforce maintenance and ancillary costs obligation, which shall be the responsibility
   of the Homeowners Association (HOA) to be formed for the development project, in the
   event that the HOA fails to perform this responsibility effectively in the opinion of the City
      i.   Given that no middle-income housing requirement is placed on the project at this
           time, should the development of the project is delayed to the extent that the middle-
           income housing requirements become in effect again, the applicant shall comply with
           the middle-income housing requirement consistent with the Development Agreement
           terms regarding this item and the city code at that time. Any future middle-income
           lots required of the project at that time may be developed as attached or detached
           units.
     ii.   Development standards for the affordable lot shall be established as part of the Final
           Planned Development application. Modifications to allow for innovations, or
           appealing, or improved architectural and subdivision design may be approved as a
           Minor Modification consistent with Section 40.27.080(b)(9) of the Zoning Ordinance
           after the initial design review approval for the units as long as it does not contradict
           the identified features of Measure J.
    iii.   A project individualized affordable housing Plan approval shall be obtained from the
           city prior to any construction activities occurring on the site. The affordable units
           may be rental units consistent with city code.
    iv.    The Developer shall disclose, in writing, to all prospective buyers within the
           subdivision the following: a) the location of the affordable housing site within the
           subdivision, b) that the affordable housing will be a multi-family rental complex, and
           c) that the buildings for the affordable units will be three stories and 38 feet in height.
     v.    Children’s play areas/usable open space. Upon design review of affordable housing
           component, Planning Commission shall evaluate the adequacy of children’s play
           areas.

2. Accessibility in Affordable Housing. All 38 affordable units shall be ADA accessible. Final
   details will be provided with the submittal of the project’s final affordable housing plan, as
   part of the tentative map review process. ADA accessibility shall include but not be limited
   to, entrances, hallways, bedrooms, bathrooms and kitchens. To achieve ADA accessibility
   for all 38 units, the units may need to be in one building, to allow for elevators, and the
   design of the parking and view sheds may need to be modified. In addition, the design may
   require that the two market rate units are not included in the final plan.

3. Design Review. Given the cluster nature of the proposed project, and to assure provision of
   quality architecture and materials, the developer shall submit for review and approval, a
   design review application for the entire development project, excluding the affordable
   housing project and the Natural Habitat Area that will have their separate design review
   applications. The homes on the single-family lots and their design review will address items
   that include but not limited to the following:

   Front Yard. The front elevations that will be substantially differentiated for most of the lots,
   such as front porches and recessed garages, or garages not dominating the building front
   elevations, while ensuring that quality building materials are used in the subdivision. Front
   yard setbacks may be varied to create an interesting streetscape. Careful placement of
   buildings and upper-story windows and balconies shall be incorporated in order to protect
   privacy of bedrooms, interior leaving areas on adjacent properties, etc. The roof materials
   shall provide interest in terms of shape, color and texture. Garage doors shall be of designs
   and details that provide interest rather than monotonous surface appearance.

   Drought Tolerant Landscaping. The applicant/developer shall include drought tolerant
   landscaping feature to the front yard landscaping of each lot within the subdivision. The
   xeriscape features shall be beyond the requirements of the city landscaping ordinance. The
   xeriscape concept to be used on each lot shall be submitted for review and approval of
   Planning and Building Director prior to filing for building permit for the lot. Plant species to
   be used in the xeriscape shall include predominantly drought tolerant species. At the very
   minimum, 50% of the front yard landscaping shall consists of xeriscape materials. The
   master developer shall submit to Community Development director or her designee a master
   and typical front yard landscape concept to be used as a guide for each lot in the subdivision.

   Private Open Spaces. All private open space areas within the subdivision shall include
   drought tolerant plant species where feasible.

   Garages. Consistent with the General Plan Standard UD 1.1c, garages of homes within this
   project shall be subordinate in visual importance to the house itself, especially the entry.

4. Sound Walls. Consistent with the General Plan Policy NOISE 1.2, sounds walls shall be
   discouraged whenever alternative mitigation measures are feasible.

5. Construction Time. Notwithstanding any city ordinance, regulation or rule to the contrary,
   construction activities for the Project shall be limited to the hours of 7:00 a.m. to 5:00 p.m.
   Monday through Friday and 8:00 a.m. to 3:00 p.m. on Saturdays. There shall be no
   construction activities on Sundays, federal holidays or after 12:00 p.m. on December 24th.

6. Public Services. Consistent with the General Plan Standard LU 1.7n, occupancy of the
   project shall not be allowed until all necessary public services, including water mains and
   service, fire hydrants and roads or other improved access meeting City standards, are in
   place.

7. CFD. Prior to the recordation of the first phase final subdivision map, Developer shall
   request the City establish a community facilities district and/or other such district(s) or
   financing program(s) including without limitation, a community facility district pursuant to
   Government Code Sections 53311 et seq, appropriate to fund the project’s fair share of the
   below listed land based funding programs. The district(s) shall be used only to provide funds
   for the project’s fair share of the following items:

   (a)     Police protection services, including equipment, maintenance, personnel and
           operations; and
   (b)     Fire protection and suppression services and emergency medical (paramedic)
           services, including equipment, maintenance, personnel and operations.

   Funds generated by such district(s) or financing mechanism(s) shall not be used for capital
   improvements or purchases of any equipment having a depreciation period of greater than
   five (5) years, except for items specifically listed above. In no case shall the tax or other levy
   on any parcel within the project for items (a), and (b), above exceed $300.00 per year (in
   2009 dollars) plus 3% per year for each year after the approval of the this Development
   Agreement.

8. Taller Buildings. Consistent with the General Plan Standard UD 2.3b, taller buildings shall
   be stepped back at upper levels in areas with a relatively smaller-scale character.

   Building Height at Southwestern Corner of Project. The two western-most units of the
   southwestern-most townhome building shall be a maximum of two stories, or thirty feet, in
   height.

9. Edges of Urban Development. Consistent with the General Plan Standard AG 3.1a, tree rows
   or other windbreaks shall be required in buffers on the edges of urban development and in
   other areas as appropriate to reduce soil erosion.

10. Green Building. The approved project, at building permit stage, shall comply with Green
    Building Ordinance, as it is written now and as amended in the future.

11. Greenhouse Gas Emissions. The developer has submitted an energy and GHG emissions
    reduction plan that states the project shall reduce its Green House Gas emissions by 90%
    from the base line of 5.5 metric tons per unit standard established by the City of Davis in its
    Resolution #09-043 regarding Green House Gas reductions. The developer shall comply
    with the greenhouse gas emissions standards established in the Development Agreement.
    Concurrently with the Tentative Map application the Developer shall submit a GHG
    reduction program identifying specific measures to be implemented within each land use
    sub-area, subject to review and approval by the Planning Commission. This submittal shall
    provide general descriptions of the measure and associated Green House Gas emission
    reductions. It is not intended that the Developer will submit Title 24 energy calculations at
    this stage, but rather the measures to be employed to achieve the necessary energy demand
    reductions. Prior to Final Map approval, the Developer shall submit documentation to verify
    implementation of the approved GHG reduction program to the satisfaction of the
    Community Development Director. Such documentation shall include, but is not limited to,
    the following:

   a. Locations, specifications, dimensions, and capacities of all photovoltaic systems;

   b. Details of Title 24 energy calculations for all residential unit types; and

   c. Detailed calculations, methodologies, and assumptions demonstrating the amount of
      carbon sequestration through tree plantings.


12. Mitigation Measures. The applicant/developer shall comply with all mitigation measures
    identified in the certified Wildhorse Ranch final EIR (SCH #2007072020). Failure to
    comply with the mitigation measures shall be deemed a zoning violation.
13. Common Area Maintenance. Developer shall cause to be established a Home Owners
    Association (“HOA”) or other non-City entity, to the satisfaction of the City Attorney, to
    own and maintain non-public improvements within the Property. The improvements
    required to be owned and maintained and repaired by the HOA shall include but not be
    limited to those improvements designated by the City as part of the approval of the Tentative
    Map or the Final Planned Development Permit. Such improvements shall be maintained and
    repaired in a commercially acceptable manner and in a manner consistent with the Project
    Approvals.

14. Indemnification. The applicant/developer shall defend, indemnify, and hold harmless the
    City of Davis, its officers, employees, or agents to attack, set aside, void, or annul any
    approval or condition of approval of the City of Davis concerning this approval, including
    but not limited to any approval of condition of approval of the City Council, Planning
    Commission or Planning Director. The City shall promptly notify the applicant of any claim,
    action, or proceeding concerning the project and the City shall cooperate fully in the defense
    of the matter. The City reserves the right, at its own option, to choose its own attorney to
    represent the City, its officers, employees and agents in the defense of the matter.

15. Fire Items. Given the nature of the proposed project, which has defined concepts that may
    form the basis for the future development of the site with homes, the following fire
    conditions shall be met at the appropriate stages of the project development:

   a. All buildings are to be addressed to the street the front door faces. Townhouses shall
      have the number posted on both sides of the building (front and back). Each dwelling
      unit must have an identifiable “front” door which is a reasonably apparent connection to
      the street to which the dwelling unit is addressed (i.e. no dwelling units addressed to a
      green belt or alley) in accordance with Section 505.1 California Fire Code, 2007 edition.
      Additional signage is required to adequately direct emergency services to the dwelling
      unit. Additional address signage to be determined when architectural plans are
      submitted.
   b. Buildings more than two stories require a street width equal to or greater than 20 feet. If
      parallel parking is allowed on one side add 8 ft to the street width. If parallel parking is
      allowed on both sides add 16ft to the width.
   c. A second fire access road is required to have a 20 foot unobstructed width, in accordance
      with Section 503.1.2 with the California Fire Code, 2007 edition. Two access points shall
      be provided to the subdivision, separated by at least one half the longest diagonal
      dimension of the property, drawn as a straight line, in accordance with D104 of the
      California Building Code, 2007 edition. Fire apparatus roads shall be designed and
      maintained to support the imposed loads of apparatus and shall be surfaced to provide all-
      weather driving in accordance with Section 503.2.3 California Fire Code, 2007 edition.
      The curve in this fire access road shall be widened so that two vehicles can pass. The
      bollards in this location shall also be approved by the Fire Department for removal with
      speed and reliability. A temporary secondary access in the “view lot” off of Caravaggio
      Drive must meet the requirements stated herein.
      construction of the greenbelt improvements. The greenbelt improvements shall be
      completed to the satisfaction of the Parks & General Services Superintendent/Director
      and/or City Engineer prior to issuance of the first Certificate of Occupancy for any lot
      within the subdivision. The greenbelt design shall incorporate native and drought
      tolerant plants and xeriscape design concepts with interpretative signage and should
      provide an appropriate design transition from the orchard landscaping to the greenbelt to
      the satisfaction of the Parks & General Services Superintendent/Director. The final
      greenbelt and landscaping plans shall be submitted concurrently with the Tentative Map
      application and subdivision improvement plan submittal and shall be subject to the
      review and approval of the City Engineer and Parks and General Services
      Superintendent, prior to recordation of any Final Map.
   F. Parkland Dedication & Fees. The applicant shall comply with Section 36.08.040 of
      Davis Municipal Code as it relates to Parkland Dedication. The park in-lieu fees will be
      used to acquire park land as needed in other parts of the community with specific
      locations being developed as part of the Parks and Facilities Master Plan update.
   G. Site Grading. No site grading, or any on-site demolition or earth moving shall occur
      prior to the determination that an application is complete for the Tentative Map and a tree
      modification permit has been obtained.               This can be obtained online at:
      http://www.cityofdavis.org/pcs/trees/pdfs/tree-modification-rev04-08.pdf
   H. City Street/Greenbelt Trees. The developer shall provide an updated list of tree species
      for the street and greenbelt trees to be planted. Location of street tree easements and tree
      selection shall be subject to review and approval by Parks and General Services prior to
      recordation of Final Map. Pursuant to the applicable provisions of the City of Davis Tree
      Planting, Preservation and Protection Ordinance, in-lieu fees shall be paid for each single
      family lot that does not contain a street tree. Section 37.10.020 of the Municipal defines
      a street tree, as “...any tree planted and/or maintained by the city, or recorded as a street
      tree, adjacent to a street or within a city easement or right-of-way on private property,
      within the street tree easement.”

SECTION 10.            Mitigation Measures
The Planned Development District is subject to the mitigation measures in the environmental
impact report (SCH #2007072020) certified for this project and other standard mitigation
measures not specifically identified in the FEIR. The Mitigation Measures are provided in
Exhibit B of this Planned Development ordinance.

SECTION 11.           Findings

The City Council hereby finds as follows:

1. Find that the proposed rezoning and preliminary planned development, with adoption of the
   proposed General Plan amendment, will comply with the General Plan that will now
   designate the subject site Residential High Density, Residential Medium Density,
   Neighborhood Greenbelt, Natural Habitat Area, and Urban Agricultural Transition Area,
   thereby allowing a range of 9.72 to 20.83 units per net acre. This allows for a consistent land
   use designation and zoning for the parcel, which would facilitate the development of the
   proposed project.
   n. The single family dwelling unit front doors are not in an acceptable location for
      emergency access. The following dwelling units do not have a “front” door reasonably
      connected to the street in which they are addressed: 204, 207, 208, 211, 212, 215, 216,
      219, 220, 223, 404, 407,408, 411, 412, 415, 416, 419, 420, 423, 424, 427, 429, 431, 526,
      527, 528, 529, 605, 609, 613, 617, 623, 627, 631. The following combinations are
      acceptable emergency access to the single family dwelling unit listed herein:
         i. Remove the parking from the end of Section G; and add a walkway connecting
             the front door to the lane.
        ii. Add 10 feet to the end of Section G and slide the parking to the end of the lane;
             and provide a door next to the garage.
       iii. Park parallel to the house (long axis side) on the north side or the south side of the
             house depending on orientation on the map.

16. Public Improvement Items. Given the nature the proposed project, it becomes necessary to
    identify areas of public improvements to be addressed as the project development and
    entitlement applications proceed beyond the current stage.

   A. 20’ Land Transfer. Developer has voluntarily committed to, and shall, transfer
      approximately twenty (20) feet of land on the west and north sides of the project to each
      of abutting property(ies) whose owner(s) accept the land transfer. The Developer shall
      provide for, and/or pay the costs of, mapping and surveying, grading of the transferring
      property and replacement of fences. The Developer's obligation shall be subject to the
      corresponding property owner's timely acceptance of the transfer and the property
      owner's agreement to pay one time transaction costs and annual property taxes and
      assessments. The Developer shall submit lot line adjustment application(s) for each
      transfer, which lot line adjustment(s) shall be subject to the review and approval of the
      City, including all conditions of approval that are associated with lot line applications
      under the City's ordinances, rules and regulations. The lot line adjustments shall be
      submitted to the City concurrently with the submittal of the application of a tentative map
      for the Project, The Tentative Map application shall be deemed incomplete if the lot line
      adjustment applications are not submitted concurrently with the tentative map
      application. At the time of submittal of the Tentative Map, the Developer shall also
      provide a report to the City showing the contacts with each abutting property owner and
      the property owner's response to the offer to transfer this property.
   B. Provision of Right of Way Improvements. The design and construction of all public
      improvements to serve the subdivision shall be subject to the review and approval of the
      City Engineer.
   C. Orchard. At the time of tentative map and final planned development applications
      submittal, the applicant shall submit details as to the nature, proposed ownership,
      maintenance, materials, alignment and widths of pathways, and operational manual for
      the orchard area (i.e., Natural Habitat Area) for City review and approval.
   D. Public Streets. All public streets shall be designed for a 40 year design life.
   E. Tree Protection Plan. Prior to determination that an application is complete for the
      Tentative Map, or the commencement of any grading activity, whichever occurs first, the
      applicant shall submit for review and approval the proposed tree protection plan to the
      Urban Forest Manager/Arborist. Applicant shall be responsible for the design and
d. Portions of Section H have been widened to 24 feet; this will allow parking on one side
   of the street. Parking is not permitted on the two entrance streets; street sections A and
   B. The Fire Department’s emergency operations require a minimum width, plus parking
   for operations. If an 8ft wide vehicle is permitted to parallel-park; then width for parallel
   parking is 8 feet wide plus the Fire Department’s emergency width.
e. Townhouses and apartment complexes are required to have a NFPA 13 or 13R automatic
   sprinkler system installed in accordance with Section 903.2.7 of the California Building
   Code, 2007 edition and the Davis Municipal Code amendments.
f. The existing fire hydrants shall be removed by the developer. At least eleven new
   hydrants will be required in this subdivision.
g. Streets which provide access to buildings more than two stories tall shall not be narrower
   than 20 feet, in accordance with Section 530.2 of the California Fire Code, 2007 Edition.
   A “fire apparatus road” is defined in the California Fire Code as a road that provides fire
   apparatus access from a fire station to a facility, building or portion thereof. This is a
   general term inclusive of names such as fire lane, public street, private street, parking lot
   lane and access way. There are three sections required to be 20 feet wide that are labeled
   "Section ‘E”. An unobstructed vertical clearance of not less than 13 feet 6 inches must
   be maintained over fire apparatus roads, in accordance with Section 503.2.1 of the
   California Fire Code, 2007 edition.
h. Section C, the street is required to be 36 feet wide (back of curb to back of curb) when
   parking is permitted on both sides of the street. Section I, the street is required to be 28
   feet wide (back of curb to back of curb) when parking is permitted on one side of the
   street. The walkways from the street to the front doors shall remain unobstructed. This
   applies to townhouses and single family dwelling units.
i. No Fence or similar barrier shall be allowed to be installed between the front door and
   the street to which it is addressed for all townhouses and single-family detached units.
   All walkways from the street to the front doors of townhouses and single-family detached
   units shall remain unobstructed at all times. This requirement shall be integrated into the
   home owner's association documents. Failure to comply shall be deemed a zoning and
   fire code violation and treated as such.
j. This project is to have parking enforcement 24 hours a day, seven days a week. The city
   does not enforce parking violation on private roadways. Therefore, a statement
   addressing the vehicle parking obstructing to fire access lanes must be provided to
   indicate, how parking requirements will be maintained. The no parking plan and its
   enforcement mechanism for “no parking” shall be submitted to the Fire Department for
   review and approval concurrent with the Tentative Map application.
k. The floor plans provided to the Fire Department in December of 2008, are not the floor
   plans that would be used for the single family dwelling units.
l. Due to the unique site plan and layout of the homes, the project team is encouraged to
   coordinate street names and address sequencing with the Public Works department so as
   to articulate potential problems now. Due to complexity of the subdivision plan, the Fire
   Department will also review dwelling addressing, assuring coordination with a front door
   and the street it is addressed.
m. The Fire Department did not specify the exact location of a second fire access road. The
   secondary fire access is necessary and must meet conditions set herein.
2. Find that the proposed project, with the adoption of the proposed rezone, will be consistent
   with the Zoning Ordinance, as the purpose of the planned development district is to allow
   diversification in the relationship of various buildings and structures and provide relief from
   the rigid standards of conventional zoning in order to allow for new and compatible housing
   development with surrounding residential uses. The proposed project will provide for an
   integrated and harmonious residential environment and creative relationship with adjacent
   residential uses by utilizing various open space buffer that allow for and encourage separate
   neighborhoods and architectural variation between the existing residential and proposed
   residential neighborhood, while maintaining the residential character within the area. It will
   allow for and encourage architectural variation while maintaining the residential character
   within the area.

3. Find that public necessity, convenience and general welfare require adoption of the proposed
   amendment, given that the project is an infill project that will address the housing needs of
   the city.

4. Find that Environmental Impact Report (EIR, SCH #2007072020) prepared for this project,
   and certified by Council on July 28, 2009 adequately addressed all the impacts associated
   with the project, providing mitigation measures and overriding of unavoidable impacts. No
   further environmental review is necessary.

5. Find that the proposed project will constitute a residential environment of sustained
   desirability and stability in harmony with the character of the surrounding neighborhood.


SECTION 12.           EFFECTIVE DATE

This ordinance shall become effective following approval by the voters voting on the General
Plan Amendment and baseline project features pursuant to "Measure J."

INTRODUCED on the 29th day of Sepetember, 2009, and PASSED AND ADOPTED by the
City Council of the City of Davis on the XX day of September, 2009, by the following vote:

AYES:

NOES:


                                                    Ruth Uy Asmundson, Ph.D.
                                                    Mayor
ATTEST:



Zoe S. Mirabile, CMC
City Clerk




Attachments
1. Exhibit A, P-D Zoning Map
2. Exhibit B, EIR SCH #2007072020 Mitigation Measures
3. Measure J Project Features



Exhibits
A. P-D Zoning Land Use map
B. EIR SCH #2007072020 Mitigation Measures
C. Measure J Features
Exhibit A – Zoning Land Use Map of the subject property
                                  EXHIBIT B -- EIR SCH #2007072020 Mitigation Measures & Monitoring Plan
                                                          MITIGATION MONITORING PLAN
                                                               WILDHORSE RANCH
 Mitigation                                                                                                    Monitoring    Implementation
  Number                Impact                                 Mitigation Measure                               Agency          Schedule           Sign Off
                                                          4.1 Land Use and Agricultural Resources
4.1-3         Loss of prime agricultural   4.1-3      The project applicant shall set aside in perpetuity    City Council   Prior to recordation
              land.                                   active agricultural acreage at a minimum ratio of                     of final map(s)
                                                      2:1 based on the total project footprint of 25.79
                                                      acres, through granting a farmland conservation
                                                      easement, a farmland deed restriction, or other
                                                      farmland conservation mechanism to or for the
                                                      benefit of the City and/or a qualifying entity
                                                      approved by the City. The mitigation acreage shall
                                                      be set aside prior to recordation of the final
                                                      map(s). The location and amount of active
                                                      agricultural acreage for the proposed project would
                                                      be subject to the review and approval of the City
                                                      Council.
4.1-4         Incompatibilities between    4.1-4(a)   Consistent with Action AG 1.1(g) of the General        Community      Language of
              future residential uses on              Plan and the Davis Right-to-Farm Ordinance, the        Development    disclosure prior to
              the project site and                    applicant/developer shall inform and provide           Department     recording of final
              surrounding uses.                       recorded notice to prospective buyers within 1,000                    maps with signature
                                                      feet of agricultural land in writing and prior to                     of each prospective
                                                      purchase, as prescribed by the City’s Right to                        property owner at
                                                      Farm Ordinance, about existing and on-going                           time of sale
                                                      agricultural activities in the immediate area in the
                                                      form of a disclosure statement. The notifications
                                                      shall disclose that Davis and Yolo County are
                                                      agricultural areas and residents of the property
                                                      may be subject to inconvenience or discomfort
                                                      arising from the use of agricultural chemicals, and
                                                      from pursuit of agricultural operations, including,
                                                      but not limited to cultivation, irrigation, plowing,
                                                      spraying, aerial application, pruning, harvesting,
                                                      crop protection, and agricultural burning which
                                                      occasionally generate dust, smoke, noise, and
                                                      odor. The language and format of such notification
                                                           MITIGATION MONITORING PLAN
                                                                WILDHORSE RANCH
 Mitigation                                                                                                    Monitoring    Implementation
  Number               Impact                                   Mitigation Measure                              Agency          Schedule            Sign Off
                                                       shall be reviewed and approved by the Community
                                                       Development Director prior to recording final
                                                       maps. Each disclosure statement shall be
                                                       acknowledged with the signature of each
                                                       prospective property owner.

                                            4.1-4(b)   Prior to the use of pesticides on the orchard, the
                                                       Home Owner’s Association and contractor(s) shall
                                                       obtain a permit and comply with all regulations                      Prior to the use of
                                                       from the Yolo County Agricultural Commissioner.       Yolo County    pesticides on the
                                                       In addition, signage shall be posted at the           Agricultural   orchard
                                                       perimeter of the orchard notifying the public that    Commissioner
                                                       pesticides have been recently applied. The signage
                                                       shall remain posted for the appropriate length, as
                                                       determined during the permit process.

                                            4.1-4(c)   Prior to recordation of final map(s), in the event
                                                       the Davis Sports Park is constructed adjacent and
                                                       east of the proposed project, the applicant shall
                                                       prepare and submit a disclosure statement for the
                                                       review and approval of the Community                                 Prior to recording of
                                                       Development Director which shall disclose the         Community      final maps if Davis
                                                       operations associated with the Davis Sports Park      Development    Sports Park is
                                                       Project which will include ballfield lights, weekly   Department     constructed adjacent
                                                       games, tournaments etc. Language shall be                            to the site
                                                       included on the final map(s) to ensure that the
                                                       disclosure of the Sports Park runs with the land,
                                                       and is therefore provided to all prospective buyers
                                                       of property.
4.1-5         Long-term impacts to Prime    4.1-5      Implement Mitigation Measure 4.1-3.                   N/A            N/A
              Farmland from the proposed
              project in combination with
              existing and future
              developments in the Davis
                                                         MITIGATION MONITORING PLAN
                                                              WILDHORSE RANCH
 Mitigation                                                                                                   Monitoring     Implementation
  Number                 Impact                               Mitigation Measure                               Agency           Schedule           Sign Off
              area.
                                                            4.3 Transportation and Circulation
4.3-2         Impacts related to the         4.3-2   Prior to approval of the Tentative Map, the project    City Engineer   Prior to approval of
              provision of efficient site            applicant shall ensure that the following items are                    the Tentative Map
              access and circulation.                incorporated into the project design, for the review
                                                     and approval by the City Engineer:

                                                     •    Provision of adequate sight distance at both
                                                          project access intersections, by setting back
                                                          any barrier walls far enough from the curb,
                                                          and by ensuring that existing and new
                                                          plantings do not obstruct drivers’ views;
                                                     • Design of the internal roadways to meet City
                                                          standards, and inclusion of internal traffic
                                                          calming elements as may be determined to be
                                                          necessary, subject to the review and approval
                                                          of the City Engineer; and
                                                     • Provision of traffic control devices, if and
                                                          where needed in the internal roadway system,
                                                          based on an analysis of the internal traffic
                                                          turning movements to be prepared when the
                                                          project design is more detailed.
4.3-3         Impacts related to             4.3-3   Prior to approval of the Tentative Map, the project    City Engineer   Prior to approval of
              pedestrian and bicycle                 applicant shall ensure that the pathway and                            the Tentative Map
              access and circulation.                sidewalk network meets ADA accessibility
                                                     requirements, subject to the review and approval
                                                     by the City Engineer.
4.3-5         Impacts to traffic flow from   4.3-5   Prior to any on-site construction activities, the      City Engineer   Prior to any on-site
              construction traffic                   project applicant shall prepare a Construction                         construction
              associated with grading and            Traffic Management Plan subject to the review and
              development of the project             approval by the City Engineer. The Construction
              site.                                  Traffic Management Plan shall include all
                                                     measures for temporary traffic control, temporary
                                                     signage and striping, location points for ingress
                                                        MITIGATION MONITORING PLAN
                                                             WILDHORSE RANCH
 Mitigation                                                                                                   Monitoring       Implementation
  Number               Impact                                Mitigation Measure                                Agency             Schedule            Sign Off
                                                    and egress of construction vehicles, haul routes,
                                                    staging areas, and shall provide for the timing of
                                                    construction activity that appropriately limits hours
                                                    during which large construction equipment may be
                                                    brought onto or taken off of the site.
4.3-6         Cumulative impacts            4.3-6   Prior to the issuance of building permits, or such      Public Works      Prior to issuance of
              regarding the deterioration           other time as may be approved at the time of            Department        building permits
              of the Second Street / Mace           Tentative Map, the project applicant shall pay a
              Boulevard intersection LOS.           fair share fee, as determined by the City Public
                                                    Works Department, for improvements to the
                                                    intersection of Second Street and Mace Boulevard;
                                                    these improvements may include, but are not
                                                    necessarily limited to: construction of a second
                                                    left-turn lane on the northbound approach to the
                                                    intersection of Second Street and Mace Boulevard,
                                                    re-striping of the eastbound through lane to a
                                                    shared through-left turn lane, and modification of
                                                    the signal phasing to allow eastbound and
                                                    westbound split phasing.
                                                                       4.4 Air Quality
4.4-1         Exhaust emissions and 4.4-1           Prior to commencement of any ground disturbing          City Engineer     Prior to ground
              fugitive dust emissions from          activities, the applicant shall submit a dust control                     disturbing activities
              project-associated                    plan to the City Engineer and the Yolo-Solano Air       Yolo-Solano Air
              construction activities.              Quality Management District and the dust control        Quality
                                                    plan shall be approved by the Yolo-Solano Air           Management
                                                    Quality Management District. This plan shall            District
                                                    ensure that adequate dust controls are
                                                    implemented during all phases of project
                                                    construction. The dust control best management
                                                    practices (BMPs) shall include but are not
                                                    necessarily limited to the following:

                                                    • Apply nontoxic soil stabilizers according to
                                                        manufacturer’s specifications to all inactive
                           MITIGATION MONITORING PLAN
                                WILDHORSE RANCH
 Mitigation                                                                    Monitoring   Implementation
  Number      Impact            Mitigation Measure                              Agency         Schedule      Sign Off
                            construction areas (previously graded areas
                            inactive for ten days or more);
                       • Reestablish ground cover in disturbed areas
                            quickly;
                       • Water recently disturbed construction areas
                            (ground disturbed within 10 days) at least
                            twice daily to avoid visible dust plumes;
                       • Pave, apply water three times daily, or apply
                            (non-toxic) soil stabilizers on all unpaved
                            access roads, parking areas and staging areas
                            at construction sites;
                       • Enclose, cover, water twice daily or apply non-
                            toxic soil binders to exposed stockpiles (dirt,
                            sand, etc.);
                       • Enforce a speed limit of 15 MPH for equipment
                            and vehicles operated in unpaved areas;
                       • All vehicles hauling dirt, sand, soil, or other
                            loose materials shall be covered or should
                            maintain at least two feet of freeboard;
                       • Sweep streets at the end of the day if visible soil
                            material is carried onto adjacent public paved
                            roads; and
                       • All grading operations shall be suspended when
                            wind speeds (as instantaneous gusts measured
                            by an on-site anemometer) exceed 25 mph and
                            dust has the potential to adversely affect
                            adjacent residential properties. Wind speeds
                            shall be measured with an anemometer on site
                            a minimum of one time per day. Additional
                            hourly anemometer measurements shall be
                            conducted if wind conditions noticeably
                            increase or are forecast to be greater than 15
                            mph.
4.5 Noise
                                                          MITIGATION MONITORING PLAN
                                                               WILDHORSE RANCH
 Mitigation                                                                                                  Monitoring    Implementation
  Number                Impact                                Mitigation Measure                              Agency          Schedule            Sign Off
4.5-3         Short-term noise impacts        4.5-3   Compliance with the following measures shall be      Community      In conjunction with
              from construction activities.           incorporated within the Final Planned                Development    the Final Planned
                                                      Development with specific criteria and standards     Department     Development
                                                      to be reviewed and approved by the Planning                         approval
                                                      Commission:                                          Planning
                                                                                                           Commission
                                                      • Construction activities shall be scheduled to
                                                           occur during normal daytime working hours
                                                           (i.e., 7:00 AM to 7:00 PM Monday through
                                                           Friday and 8:00 AM to 8:00 PM Saturday and
                                                           Sunday). These criteria shall be included in
                                                           the Improvement Plans prior to initiation of
                                                           construction. Exceptions to allow expanded
                                                           construction activity hours shall be reviewed
                                                           on a case-by-case basis as determined by the
                                                           Community Development Director;
                                                      • All heavy construction equipment and all
                                                           stationary noise sources (such as diesel
                                                           generators) shall be fitted with factory-
                                                           specified mufflers; and
                                                      • Equipment warm up areas, water tanks, and
                                                           equipment storage areas shall be located in
                                                           an area as far away from existing residences
                                                           as feasible.
4.5-4         Noise impacts associated        4.5-4   Prior to recordation of final map, disclosure        Community      Prior to recording of
              with greenbelt and orchard              statements advising that periods of orchard and      Development    final maps
              maintenance activities.                 greenbelt maintenance could result in elevated       Department
                                                      noise levels, shall be prepared and submitted for
                                                      the review and approval of the Community
                                                      Development Director. A copy of the approved
                                                      disclosure statements shall be provided to all
                                                      prospective buyers of property within the
                                                      Wildhorse Ranch Subdivision. Language shall be
                                                      included on the Final Map to ensure that
                                                          MITIGATION MONITORING PLAN
                                                               WILDHORSE RANCH
 Mitigation                                                                                                     Monitoring     Implementation
  Number                   Impact                              Mitigation Measure                                Agency           Schedule            Sign Off
                                                      disclosure of elevated noise levels are provided at
                                                      the time of all future sales.
4.6 Biological Resources
4.6-1           Potential Impacts to the   4.6-1(a)   A qualified biologist shall conduct pre-                Community       Two weeks prior to
                American Badger.                      construction surveys for American badger in all         Development     construction
                                                      construction areas identified as potential habitat      Department
                                                      located within the project area two weeks prior to
                                                      initiation of construction activities. If an American   California
                                                      badger or active burrow, indicated by the presence      Department of
                                                      of badger sign (i.e. suitable shape and burrow-         Fish and Game
                                                      size, scat) is found within the construction area       (CDFG)
                                                      during pre-construction surveys, the California
                                                      Department of Fish and Game (CDFG) shall be
                                                      consulted to obtain permission for animal
                                                      relocation.

                                           4.6-1(b)   If the qualified biologist determines that potential
                                                      dens are inactive, the biologist shall excavate these   Community       Prior to construction
                                                      dens by hand with a shovel to prevent badgers           Development
                                                      from re-using them during construction.                 Department

                                           4.6-1(c)   If the qualified biologist determines that potential
                                                      dens may be active, the entrances of the dens shall                     Prior to construction
                                                      be blocked with soil, sticks, and debris for three to   Community
                                                      five days to discourage use of these dens prior to      Development
                                                      project disturbance. The den entrances shall be         Department
                                                      blocked to an incrementally greater degree over
                                                      the three to five day period. After the qualified       CDFG
                                                      biologist determines that badgers have stopped
                                                      using active dens within the project boundary, the
                                                      dens shall be hand-excavated with a shovel to
                                                      prevent re-use during construction.

                                                      Prior to initiating passive relocation efforts,
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                                                  adjacent lands will be evaluated to confirm that
                                                  suitable habitat and refugia for badgers is present
                                                  adjacent to the active den site. If necessary,
                                                  artificial dens will be created in suitable areas
                                                  within close proximity (as close as is feasible) to
                                                  reduce exposure to predation during relocation. If
                                                  passive relocation is ineffective, active relocation
                                                  techniques will be coordinated with CDFG and
                                                  carried out by a qualified biologist. A suitable
                                                  relocation site will be found in the vicinity of the
                                                  project site and a relocation plan designed to
                                                  minimize stress to the animal will be developed for
                                                  approval by CDFG and the City.

                                       4.6-1(d)   If badger are determined to be actively using the
                                                  site, a qualified biologist shall provide project
                                                  contractors and construction crews responsible for                     Prior to construction
                                                  site demolition and/or grading operations with a
                                                  worker-awareness program before any ground              Community
                                                  disturbance work within the project area. This          Development
                                                  program shall be used to describe the species, its      Department
                                                  habits and habitats, its legal status and required
                                                  protection, and all applicable mitigation measures.
4.6-2         Potential Impacts to     4.6-2(a)   Prior to commencement of construction-related           Community      Prior to and within
              Western Burrowing Owl.              activities for the project including, but not limited   Development    15 days of
                                                  to, grading, staging of materials, or earthmoving       Department     construction related
                                                  activities and within 15 days of initiation of any                     activities
                                                  grading or other construction activities, pre-          CDFG
                                                  construction surveys of all potential burrowing
                                                  owl habitat shall be conducted by a qualified
                                                  biologist within the project area and within 250
                                                  feet of the project boundary. Presence or sign of
                                                  burrowing owl and all potentially occupied
                                                  burrows shall be recorded and monitored
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                                 according to the CDFG and California Burrowing
                                 Owl Consortium guidelines. If burrowing owls are
                                 not detected by sign or direct observation,
                                 construction may proceed.

                      4.6-2(b)   If potentially nesting burrowing owl are present
                                 during pre-construction surveys conducted                CDFG           Prior to construction
                                 between February 1 and August 31, grading or
                                 other construction related disturbance shall not be
                                 allowed within 250 feet of any active nest burrows
                                 during the nesting season (February 1 – August
                                 31) unless approved by CDFG.

                      4.6-2(c)   If burrowing owl are detected during pre-
                                 construction surveys outside the nesting season                         Prior to construction
                                 (September 1 – January 31), passive relocation           CDFG
                                 and monitoring may be undertaken by a qualified
                                 biologist following the CDFG and California              Community
                                 Burrowing Owl Consortium guidelines, which               Development
                                 involve the placement of one-way exclusion doors         Department
                                 on occupied and potentially occupied burrowing
                                 owl burrows. Owls shall be excluded from all
                                 suitable burrows within the project area and
                                 within a 250-foot buffer zone of the impact area. A
                                 minimum of one week shall be allowed to
                                 accomplish this task and allow for owls to
                                 acclimate to alternate burrows. These mitigation
                                 actions shall be carried out prior to the burrowing
                                 owl breeding season (February 1 - August 31) and
                                 the site shall be monitored weekly by a qualified
                                 biologist until construction begins to ensure that
                                 burrowing owls do not re-inhabit the site.

                                 If passive relocation is unsuccessful, the feasibility
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                                 of active relocation will be discussed with CDFG
                                 and an alternate strategy evaluated. Any active
                                 relocation efforts must be approved by CDFG and
                                 the City, and carried out by a qualified biologist
                                 with similar burrowing owl relocation experience
                                 and according to an approved plan.

                      4.6-2(d)   If burrowing owl or sign of burrowing owl are
                                 detected at any time on the project site, a minimum
                                 of 6.5 acres of foraging habitat per pair or
                                 individual resident bird, shall be acquired and
                                 permanently protected to compensate for the loss                       Any time burrowing
                                 of burrowing owl habitat. The acreage shall be                         owls are detected
                                 based on the maximum number of owls observed            Community      on-site prior to or
                                 inhabiting the property for any given observation       Development    during construction
                                 period, pre-construction survey, or other field         Department
                                 visit. The protected lands shall be occupied
                                 burrowing owl habitat and at a location                 CDFG
                                 acceptable to CDFG. A report shall be submitted
                                 to the City describing the agreed upon location.
                                 First priority for habitat preservation shall be
                                 accomplished on-site. If the required acreage
                                 cannot be preserved on-site, second priority shall
                                 be given to habitat preservation at an off-site
                                 location within the Davis city limits that shall be
                                 acquired and preserved in perpetuity. Third
                                 priority shall be given to another off-site location
                                 outside of the Davis city limits. Habitat in the
                                 amount specified above shall be acquired,
                                 permanently protected, and enhanced through
                                 management for the benefit of the species, to
                                 compensate for the loss of burrowing owl habitat
                                 on the project site. Alternatively, the applicant can
                                 provide the required mitigation either through an
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                                 in-lieu fee program, purchase of the required
                                 acreage in an approved mitigation bank, or an
                                 approved Habitat Conservation Plan (HCP).

                      4.6-2(e)   If burrowing owl are determined to be actively
                                 using the site, a qualified biologist shall conduct
                                 an education session for project contractors and
                                 construction crews responsible for site demolition
                                 and/or grading operations before any ground
                                 disturbance work within the project area. The                          Prior to ground
                                 education session, shall include includes photos of                    disturbance
                                 burrowing owl for identification purposes, habitat
                                 description, limits of construction activities in the
                                 project area, and guidance regarding general            Community
                                 measures being implemented to conserve                  Development
                                 burrowing owl as they relate to the project. A          Department
                                 qualified biologist shall provide materials and
                                 instructions to train new workers, whose jobs
                                 involve initial ground disturbance, grading, or
                                 paving. Training for personnel finalizing exteriors
                                 and interiors would not be required.

                      4.6-2(f)   A monitoring report of all activities associated
                                 with     pre-construction     surveys,     avoidance
                                 measures, and passive relocation of burrowing
                                 owls shall be submitted to the City and CDFG no
                                 later than three days before initiation of grading.


                                                                                                        Three days prior to
                                                                                                        grading


                                                                                         Community
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                                                                                                            Development
                                                                                                            Department

                                                                                                            CDFG
4.6-3         Potential Impacts to Nesting 4.6-3(a)   The removal of any buildings, trees, or shrubs        Community      Prior to construction
              Birds.                                  shall occur from September 1 through December         Development    if buildings, trees, or
                                                      15, outside of the avian nesting season. If removal   Department     shrubs are removed
                                                      of buildings, trees, or shrubs occurs, or                            outside of
                                                      construction begins between February 1 and            CDFG           September 1
                                                      August 31 (nesting season for passerine or non-                      through December
                                                      passerine land birds) or between December 15 and                     15
                                                      August 31 (nesting season for raptors), a nesting
                                                      bird survey shall be performed by a qualified
                                                      ornithologist within 15 days prior to the removal
                                                      or disturbance of a potential nesting structure,
                                                      tree, or shrub, or the initiation of other
                                                      construction activities. During this survey, a
                                                      qualified biologist shall inspect all potential
                                                      nesting habitats (trees, shrubs, structures,
                                                      grasslands, etc.) for nests in and immediately
                                                      adjacent to the impact areas. A report of the
                                                      survey findings shall be provided to the City and
                                                      CDFG.

                                           4.6-3(b)   All vegetation and structures with active nests                      Prior to construction
                                                      shall be flagged and an appropriate non-              CDFG
                                                      disturbance buffer zone shall be established
                                                      around the nest site. The size of the buffer zone
                                                      shall be determined by the project biologist in
                                                      consultation with CDFG and shall depend on the
                                                      species involved, site conditions, and type of work
                                                      to be conducted in the area.

                                           4.6-3(c)   A qualified biologist shall monitor active nests to                  Prior to construction
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                                                       determine when the young have fledged and are                          and after young
                                                       feeding on their own. The project biologist and         CDFG           have fledged
                                                       CDFG shall be consulted for clearance before
                                                       construction activities resume in the vicinity.




4.6-4         Potential Impacts to          4.6-4(a)   A pre-construction survey for roosting bats shall       Community      Within 30 days prior
              Special-Status Bat Species.              be performed by a qualified biologist within 30         Development    to removal of trees
                                                       days prior to any removal of trees or structures on     Department     or structures on the
                                                       the site. If no active roosts are found, then no                       site
                                                       further action would be warranted. If either a          CDFG
                                                       maternity roost or hibernacula (structures used by
                                                       bats for hibernation) is present, the following
                                                       mitigation measures shall be implemented.

                                            4.6-4(b)   If active maternity roosts or hibernacula are found
                                                       in trees or structures which will be removed as         Community      Prior to construction
                                                       part of project construction, the project shall be      Development    and before maternity
                                                       redesigned to avoid the loss of the tree or structure   Department     colonies form or
                                                       occupied by the roost to the extent feasible as                        after young are
                                                       determined by the City. If an active maternity roost    CDFG           volant
                                                       is located and the project cannot be redesigned to
                                                       avoid removal of the occupied tree or structure,
                                                       demolition shall commence before maternity
                                                       colonies form (i.e., prior to March 1) or after
                                                       young are volant (flying) (i.e., after July 31).
                                                       Disturbance-free buffer zones, as determined by a
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                                                        qualified biologist in coordination with CDFG,
                                                        shall be observed during the maternity roost
                                                        season (March 1 - July 31).

                                             4.6-4(c)   If a non-breeding bat hibernacula is found in a
                                                        tree or structure scheduled for removal, the                           If a non-breeding
                                                        individuals shall be safely evicted, under the          CDFG           bat hibernacula is
                                                        direction of a qualified biologist (as determined by                   found in a tree or
                                                        a Memorandum of Understanding with CDFG), by                           structure prior to
                                                        opening the roosting area to allow airflow through                     removal of tree or
                                                        the cavity. Demolition shall then follow at least                      structure
                                                        one night after initial disturbance for airflow. This
                                                        action should allow bats to leave during darkness,
                                                        thus increasing their chance of finding new roosts
                                                        with a minimum of potential predation during
                                                        daylight. Trees or structures with roosts that need
                                                        to be removed shall first be disturbed at dusk, just
                                                        prior to removal that same evening, to allow bats
                                                        to escape during the darker hours.

                                             4.6-4(d)   If special-status bats are found roosting within
                                                        trees or structures on-site that require removal,
                                                        appropriate replacement roosts shall be created at
                                                        a suitable location on site or off site in                             Prior to removal of
                                                        coordination with a qualified biologist, CDFG,          CDFG           tree or structure
                                                        and the City.
4.6-5         Potential Impacts to Nesting   4.6-5(a)   In order to ensure that nesting Swainson’s hawks        Community      Prior to construction
              Swainson’s Hawk.                          will not be affected by construction on the project     Development
                                                        site, a qualified biologist shall conduct pre-          Department
                                                        construction surveys according to the CDFG and
                                                        Swainson’s hawk Technical Advisory Committee            CDFG
                                                        guidelines (2000). Survey Period I occurs from
                                                        January 1 – March 20, Period II from March 20 –
                                                        April 5, Period III from April 5 – April 20, Period
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                                 IV from April 21 – June 10, and Period V from
                                 June 10 – July 30. Three surveys shall be
                                 completed in at least each of the two survey
                                 periods immediately prior to a project’s initiation
                                 and shall encompass the area within one half mile
                                 of the project site.

                      4.6-5(b)   Because of the potential for Swainson’s hawk to                      Prior to construction
                                 nest on-site, potential adverse affects to this       Community      activities and after
                                 species shall be avoided by establishment of          Development    young have fledged
                                 CDFG approved buffers around any active nests.        Department
                                 No construction activities shall take place within
                                 0.25 mile of the nest until the young have fledged,   CDFG
                                 or authorization has been obtained from CDFG.
                                 Weekly monitoring reports summarizing nest
                                 activities shall be submitted to the City and CDFG
                                 until the young have fledged and the nest is
                                 determined to be inactive. Trees containing nests
                                 that must be removed as a result of project
                                 implementation shall be removed during the non-
                                 breeding season (late September to March) and in
                                 accordance with the CDFG “Staff Report
                                 Regarding Mitigation for Impacts to Swainson’s
                                 Hawks in the Central Valley of California,”
                                 November 8, 1994.
                                                                                                      During construction
                      4.6-5(c)   Replacement trees for any potential Swainson’s
                                 hawk nest trees removed as part of project
                                 construction must be planted either on-site or at a   Community
                                 nearby site, and/or an in-lieu fee must be paid to    Development
                                 the City of Davis Tree Preservation Fund as           Department
                                 detailed in Mitigation Measure 4.6-7. The
                                 implementation of this measure is not intended to
                                 be duplicative of the mitigation for loss of trees
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                                                 contained in Mitigation Measure 4.6-7(c).
                                                 Accordingly, mitigation provided under Mitigation
                                                 Measure 4.6-7(c) may also serve as mitigation
                                                 under this measure, provided that the standards of
                                                 this measure are met.
4.6-6         Potential Impacts to       4.6-6   The project proponent will compensate for the loss      CDFG          Prior to construction
              Swainson’s Hawk Foraging           of Swainson’s hawk foraging habitat by providing
              Habitat.                           Habitat Management lands (HM lands) to CDFG
                                                 as defined in the Staff Report Regarding Mitigation
                                                 for Impacts to Swainson’s Hawks in the Central
                                                 Valley of California (published by California
                                                 Department of Fish and Game in 1994). If the
                                                 proposed project is located within 1 mile of an
                                                 active nest (used during one or more of the last five
                                                 years, to be determined with preconstruction
                                                 surveys) the loss of habitat will be compensated at
                                                 a ratio of 1:1 (HM lands:urban development). The
                                                 project proponent will provide HM lands through
                                                 an in-lieu fee process prior to commencement of
                                                 construction-related activities for the project
                                                 including, but not limited to, grading, staging of
                                                 materials, or earthmoving activities, per the
                                                 Agreement to Yolo County HCP/NCCP Joint
                                                 Powers Agency. Credits will be purchased through
                                                 the in-lieu fee program due to the lack of
                                                 mitigation credits currently available at a bank. As
                                                 of January 2007, the cost per acre for the in-lieu
                                                 fee is $8,660 payable to the Joint Powers Agency.
                                                 Should the in-lieu fee be increased prior to
                                                 clearance to grade the project site, the project
                                                 proponent shall pay the in-lieu fee in effect at that
                                                 time. The project proponent will issue a check to
                                                 the Joint Powers Agency if mitigation is required.
                                                 It is estimated that a total of 15.5 acres of
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                                                     Swainson’s hawk foraging habitat would be
                                                     removed as a result of the project. The applicant
                                                     shall pay the in-lieu fee for the 15.5 acres based on
                                                     the removal of this Swainson’s hawk foraging
                                                     habitat.

                                                                    -Or-

                                                     Prior to commencement of construction-related
                                                     activities, the project proponent shall place and
                                                     record one or more Conservation Easements that
                                                     meet the acreage requirements of CDFG’s                                 Prior to construction
                                                     Swainson’s Hawk foraging habitat mitigation             Community       related activities
                                                     guidelines. The conservation easement(s) shall be       Development
                                                     executed by the project proponent and a                 Department
                                                     Conservation operator. The City may, at its
                                                     discretion, also be a party to the conservation         CDFG
                                                     easement(s). The conservation easement(s) shall
                                                     be reviewed and approved in writing by CDFG
                                                     prior to recordation for the purpose of confirming
                                                     consistency. The purpose of the conservation
                                                     easement(s) shall be to preserve the value of the
                                                     land as foraging habitat for the Swainson’s hawk.
4.6-7         Potential Impacts to Tree   4.6-7(a)   Prior to commencement of construction-related           Community       Prior to construction
              Removal.                               activities for the project including, but not limited   Development     related activities
                                                     to, grading, staging of materials, or earthmoving       Department
                                                     activities, a tree preservation plan, in compliance
                                                     with Ordinance 37.03.010 in the City of Davis           City Arborist
                                                     Municipal Code, shall be submitted to the
                                                     Community Development Department and City
                                                     Arborist for review and approval, which shall
                                                     ensure the following measures:

                                                     • Trees shall be cordoned off with chain link fence
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                                      prior to construction as specified;
                                 • Soil compaction under trees is to be avoided;
                                 • The fence shall prevent equipment traffic and
                                      storage under the trees and should extend
                                      beyond the drip-line;
                                 • Excavation within this zone shall be
                                      accomplished by hand, and roots ½” and
                                      larger shall be preserved;
                                 • Proper fertilization and irrigation prior to and
                                      during the construction period shall be
                                      provided as specified;
                                 • New landscaping under existing trees shall be
                                      carefully planned to avoid any grade changes
                                      and any excess moisture in trunk area.
                                      Existing plants which have compatible
                                      irrigation requirements and which
                                      complement the trees’ color, texture and form
                                      are to be saved;
                                 • Trenching within the drip-line shall be performed
                                      only with prior approval of the Park and
                                      General Services Department. Boring is
                                      preferred when feasible;
                                 • All paving plans and specifications shall clearly
                                      prohibit the use of soil sterilants adjacent to
                                      preserved trees; and
                                 • Grade changes greater than one foot within the
                                      drip-line shall be avoided and nothing other
                                      than a saw shall be used for root cutting.

                      4.6-7(b)   Prior to commencement of construction-related
                                 activities for the project including, but not limited
                                 to, grading, staging of materials, or earthmoving
                                 activities, a sheet shall be included with the project
                                                                                                       Prior to construction
                                 plans, which indicates all of the trees identified.
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                                 The tree report with corresponding descriptions of     Parks and General   related activities
                                 each tree by species, health, etc. should also be      Services
                                 included. In addition, notes shall be included on      Department
                                 the plans which clearly state protection
                                 procedures for trees that are to be preserved. Any
                                 tree care practices, such as cutting of roots,
                                 pruning the top, etc., shall be adequately described
                                 and shall have the approval of a representative of
                                 the Parks and General Services Department prior
                                 to execution. In the event of damage to existing
                                 trees, a penalty clause shall be replacement tree(s)
                                 of equal size in D.B.H. unless specified otherwise
                                 by the Parks and General Services Department.

                      4.6-7(c)   Trees identified on the site as Trees of
                                 Significance, that are proposed for removal, shall
                                 be replaced either on site or at a nearby site
                                 deemed acceptable by the Director of the City of
                                 Davis Parks and General Services Department.
                                 The Director may require an in-lieu fee to be paid
                                 to the City of Davis Tree Preservation Fund                                Prior to issuance of
                                 instead of or in addition to tree replacement. The     Parks and General   grading permit
                                 recommendations for avoidance of trees contained       Services
                                 in Chapter 37 of the City of Davis Municipal Code      Department
                                 (Tree Planting, Preservation, and Protection)
                                 should be adopted if feasible. If infeasible, the      City Arborist
                                 applicant should identify trees slated for removal
                                 on the site plan, including those with
                                 encroachments within 30-feet of the drip line of
                                 trees and develop a tree replacement plan that
                                 shall be reviewed and approved by the City prior
                                 to issuance of the grading permit. Tree
                                 replacement shall be implemented according to
                                 options outlined in Section 37.03.070 of the City’s
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                      Municipal Code as follows:

                      (i) Replanting a tree(s) on site: Trees shall be
                            planted in number and size so that there is no
                            net loss in tree diameter at breast height
                            (DBH). For example, if one tree is removed
                            with a 12-inch DBH size, mitigation may
                            consist of a replacement of equal size, two
                            trees each 6-inch DBH, or four trees each 3-
                            inch DBH. The replanted tree(s) shall be
                            minimum 5 gallon size and of a species that
                            will eventually equal or exceed the removed
                            tree in size.
                      (ii) Replanting a tree(s) off site: If there is
                            insufficient space on the property for the
                            replacement tree(s), required planting shall
                            occur on other property in the applicant's
                            ownership or in City-owned open space or
                            park, subject to the approval of the City
                            Arborist and authorized property owners.
                      (iii) Payment to the Tree Preservation Fund in lieu
                            of replacement: If in the City Arborist's
                            determination no feasible alternative exists to
                            plant the required mitigation, or there are
                            other considerations for alternative
                            mitigation, the applicant shall pay into the
                            Tree Preservation Fund an amount
                            determined by the Director based upon the
                            ISA appraisal guidelines or other approved
                            method. If the Director approves another
                            method of appraisal guideline, the Director
                            shall publish notice of that approval and
                            notify the permit applicant at the time the
                            permit application is issued.
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                                                                          4.7 Aesthetics
4.7-2         Construction-related          4.7-2(a)   Prior to issuance of the first building permit, the   City Engineer    Prior to issuance of
              impacts to surface water                 developer shall submit a street lighting plan for                      first building permit
              quality.                                 review and approval by the City Engineer. Street
                                                       lightning shall be limited to reduced height low-
                                                       profile fixtures. The Plan shall comply with
                                                       Chapter 6 of the Davis Municipal Code- Article
                                                       VIII: Outdoor Lighting Control.


                                            4.7-2(b)   Prior to the issuance of building permits, the                         Prior to issuance of
                                                       developer shall submit a lighting plan for the        Chief Building   building permit
                                                       review and approval of the Chief Building Official    Official
                                                       of the City of Davis. The lighting plan shall
                                                       include shielding on all light fixtures and shall
                                                       address-limiting light trespass and glare through
                                                       the use of shielding and directional lighting
                                                       methods, including but not limited to, fixture
                                                       location and height. The Plan shall comply with
                                                       Chapter 6 of the Davis Municipal Code- Article
                                                       VIII: Outdoor Lighting Control.
                                                         4.8 Hydrology, Water Quality, and Drainage
4.8-2         Increased stormwater runoff   4.8-2      In conjunction with the submittal of a tentative      City Engineer    In conjunction with
              from the project site                    map, the project applicant shall submit a design-                      tentative map
              contributing to downstream               level engineering report on the stormwater                             submittal
              flooding.                                detention and conveyance system to the City
                                                       Engineer demonstrating that the proposed project
                                                       peak flows into the existing 36-inch storm drain
                                                       would not exceed 6.2 cfs. The report shall also
                                                       demonstrate that peak flows from the site do not
                                                       coincide with peak flows within Channel “A” and
                                                       demonstrate how the system would function to
                                                       adequately treat stormwater runoff prior to being
                                                       discharged into Channel “A.” Stormwater
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                                                      detention and conveyance plans shall be reviewed
                                                      and approved by the City Engineer.
4.8-3         Construction-related         4.8-3      Prior to commencement of construction, the               State Water         Prior to construction
              impacts to surface water                applicant shall obtain a NPDES General Permit for        Resources Control   and ground
              quality.                                Discharges of Storm Water Associated with                Board (SWRCB)       disturbance
                                                      Construction Activity (Construction General
                                                      Permit), which pertains to pollution from grading        Chief Building
                                                      and project construction. Compliance with the            Official
                                                      Permit requires the project applicant to file a
                                                      Notice of Intent (NOI) with the State Water
                                                      Resources Control Board (SWRCB) and prepare a
                                                      Storm Water Pollution Prevention Plan (SWPPP)
                                                      prior to ground disturbance. The SWPPP would
                                                      incorporate Best Management Practices (BMPs) in
                                                      order to prevent, or reduce to the greatest extent
                                                      feasible, adverse impacts to water quality from
                                                      erosion and sedimentation. A copy of the SWPP
                                                      including BMP implementation provisions shall be
                                                      submitted to the Chief Building Official.
4.8-6         Cumulative impacts related   4.8-6      Implement Mitigation Measures 4.8-2 and 4.8-3.           N/A                 N/A
              to degradation of water
              quality.
                                                              4.9 Public Services and Facilities
4.9-1         Ability of existing water   4.9-1(a)    Prior to issuance of building permits, the East Area     City Engineer       Prior to issuance of
              conveyance facilities to                Tank, the East Area Main Upsize, and the West                                building permits
              meet project water demands.             Area Main Upsize shall be included within the
                                                      City’s Capital Improvement Plan and fully funded
                                                      for construction.
                                                                                                                                   At building permit
                                           4.9-1(b)   If the following is not included in the City's water     City Engineer       issuance
                                                      connection charge at the time the water charge is
                                                      paid for any unit in the project, then, in addition to
                                                      the water connection charge, the project shall pay
                                                      fair share fees for the above-listed improvements
                                                        MITIGATION MONITORING PLAN
                                                             WILDHORSE RANCH
 Mitigation                                                                                                  Monitoring     Implementation
  Number                Impact                               Mitigation Measure                               Agency           Schedule           Sign Off
                                                    at the time of building permit issuance. This fair
                                                    share shall include any additional costs that the
                                                    City may incur to accelerate the timing of the
                                                    above-listed projects.
4.9-2         Long-term availability of     4.9-2   The project applicant shall pay fair share fees for    City Engineer   Prior to issuance of
              water supply to meet the              the future water supply project(s) required to meet                    building permits
              project water demand.                 City demand beyond 2020 at the time of building
                                                    permit issuance.
4.9-3         Increased demand for          4.9-3   Prior to the approval of a tentative map for the       City Engineer   Prior to approval of
              wastewater disposal.                  Wildhorse Ranch project, the applicant shall                           tentative map
                                                    submit a design-level wastewater report for the
                                                    proposed project that demonstrates how the
                                                    project’s wastewater will be delivered to the
                                                    Wastewater Treatment Plant. Included in the report
                                                    shall be a determination of the capacity of
                                                    downstream sewer lines and what improvements,
                                                    if any, need to be constructed to accommodate and
                                                    convey the project’s additional wastewater, and the
                                                    construction and operational costs of the options.
                                                    The wastewater report shall be subject to approval
                                                    by the City Engineer. The applicant shall be
                                                    required to fully fund and construct the necessary
                                                    wastewater improvements determined by the
                                                    wastewater report.
4.9-4         Increased demand for fire     4.9-4   Prior to the issuance of Certificates of Occupancy,    Community       Prior to issuance of
              protection services.                  the applicant shall pay all applicable major project   Development     certificates of
                                                    impact fees per the impact fee schedule.               Department      occupancy

4.9-6         Increased demand for          4.9-6   Prior to the issuance of building permits, the         Community       Prior to issuance of
              school resources.                     applicant shall show proof to the Community            Development     building permits
                                                    Development Department of payment of current           Department
                                                    SB50 and AB 16 school impacts fees.
4.9-8         Increased demand for park     4.9-8   Prior to the issuance of Certificates of Occupancy,    Community       Prior to issuance of
              and recreation services and           the applicant shall pay in-lieu Quimby fees for        Development     certificates of
                                                        MITIGATION MONITORING PLAN
                                                             WILDHORSE RANCH
 Mitigation                                                                                                  Monitoring    Implementation
  Number                    Impact                           Mitigation Measure                               Agency          Schedule          Sign Off
              facilities.                           required park acreage.                                 Department     occupancy
                                                                    4.10 Climate Change
4.10-1        Project impacts concerning   4.10-1   In conjunction with the submittal of a Tentative       Community      In conjunction with
              the production of Green               Map for the proposed project, the project applicant    Development    submittal of
              House Gasses.                         shall submit, for the review and approval of the       Department     Tentative Map
                                                    Community Development Department, a
                                                    sustainability plan, which demonstrates that the
                                                    proposed project does not conflict with the goals
                                                    and strategies of Executive Order S-3-05, the
                                                    Attorney General’s suggested global warming
                                                    mitigation measures, or City of Davis Resolution
                                                    No. 08-166. The sustainability plan shall include,
                                                    but not be limited to, the compliance measures
                                                    listed in the right column of Table 4.10-6, which is
                                                    labeled “Wildhorse Ranch Compliance.”
                                           EXHIBIT C
                                   Wildhorse Ranch
                         Base Line Measure J Project Features

Wildhorse Ranch is a 25.8 acre development site, inside the city limits, designed with a mix of
housing types and affordability levels to meet the housing needs of the local Davis workforce.
The community is designed with housing that is blended together so that families of all incomes
and social structure will mix and interact in the common greenways, or paseos that form the front
yards and community open space for all to enjoy. The community plan provides for more than
37% of the site, dedicated by the developer, to be set aside as permanent open space, including
an addition to the City’s Agricultural Buffer, and a 4.4 acre open space area for passive
recreation that is to be planted with trees and ground cover and will become the focal point for
the community. The street pattern in the community is designed at a human scale that puts the
pedestrian first and the automobile second. Roadways are narrow and sized to meet the
minimum needs for traffic, thus lessening the amount of paved surface leaving more area for
landscaping and natural site drainage and absorption of rain and lessening site runoff. Most
importantly the community is designed to set a new standard in sustainable building and
community design for Davis as well as the region.

The site plan was prepared with the intent of maximizing the energy efficiency and opportunities
to generate solar power. Continuing the long tradition in Davis of approving high-quality,
environmentally progressive development on a scale consistent with the intent of the City of
Davis General Plan policies, Smart Growth principles, and the desires of the community,
Wildhorse Ranch sets the bar at a new level of energy efficiency and Green House Gas emission
reduction. The project will reduce operational Green House Gas emissions by 90%. To achieve
this, the project will use a combination of methods to reduce energy demand or replace carbon
generated electricity with clean solar power from onsite photovoltaic systems, and the homes
will be designed to exceed the California Energy Standards for 2005 (2005 Title 24) through the
use of high efficiency heating and cooling systems, demand hot water systems including solar
hot water, passive solar features, energy efficient appliances and improved insulation. All of
these features will result in a reduction in GHG emissions of below a traditional single family
neighborhood, and exceed the current city goals for new homes.

Wildhorse Ranch will provide up to 151 new town homes and single family homes to meet
housing needs for families and the local workforce population as well as 40 rental apartment
homes (with 15 units affordable to very low income, 23 affordable to low income and 2 non-
income specific). The human scale and protection of the planet are the key drivers to creating
the sense of place to be found at Wildhorse Ranch. Most homes will face one another, as
opposed to roads, orientation to maximize solar efficiency, all within an a site already within the
city limits will serve to create the next step in sustainable design and development that will take
real steps to addressing the human impact of growth, while providing a real world example of
how sustainability and GHG reduction can be designed into a community without compromising
comfort of livability.
Project Description:

Wildhorse Ranch is 25.8 acres and will contain up to 191 homes. The project will be developed
in substantial compliance with the attached master plan and entitlements approved by the City
Council. The following mix of housing is to be developed on the site:

   •   Up to 73 Single Family Homes.
   •   Up to 78 Town Homes.
   •   Up to 40 Apartment Homes of which 38 will be affordable to very low and low income
       households.

The total number of units, 191, cannot be exceeded. The number of units within the Single
Family Homes category and the Town Homes category may vary up to ten percent (10%)
provided however that any increase in one category must accompany a corresponding decrease
in the other category. A reduction in one category may occur without the requirement to
increase the total units in the other category. Such an event would result in a decrease in the
total units within the project. Notwithstanding the forgoing the total market rate units for the
project shall not be less than 136.

The focal point of the Wildhorse Ranch community will be the common area open space that is
to be planted with trees and native plants. This open space area is to remain in permanent open
space under the ownership of the future Home Owners Association.

Sustainable Design & Energy Efficiency

   •   The project shall reduce its Green House Gas emissions by 90% below the base line
       established by the City of Davis in its Resolution #09-043 regarding Green House Gas
       reductions. The entire 90% reduction shall be accomplished on site. Examples of
       methods that could be employed to meet this GHG reduction level include:
               The use of photovoltaic systems (solar panels) on the roofs of homes, and other
               structures within the community.
               Design building and homes within the community to exceed the 2005 California
               Energy Standards, Title 24, by an average of 50% throughout the project.
   •   To improve the quality of storm water leaving the site, the project shall employ bio-
       swales and periodic settling basins to allow sediments to be filtered or settle out of storm
       water runoff before it leaves the site.

Greenbelt and Open Space

The following greenbelt and open space features will be included with the Project:
   •   An approximately 2.26 acre addition to the existing Urban Agricultural Transition Area
       bringing the total width of this area to 200’ thus creating a definable edge to the City.
       This area is to be dedicated to the City for ownership and maintenance.
   •   An approximately 1.61 acres of greenbelt providing connection from the existing
       neighborhood to the west through the property to the agricultural buffer on the east side
       of the property. This property is to be dedicated to the City for ownership and
       maintenance.
   •   An approximately 4.4 acre open space area to be planted with trees and ground cover to
       provide a location for passive enjoyment of open space. Walking paths and bike paths
       will provide access to the internal pathway system as well at to the citywide bike trail
       system. This property will be deeded to the future Home Owners Association for
       ownership and maintenance.
   •   The project shall secure a Conservation Easement on approximately 51 acres of active
       agricultural land to ensure the preservation of farmland in perpetuity.

The developer shall improve these areas, as required, and dedicate to the City the approximately
1.61 acres of Greenbelt and the approximately 2.26 acre addition to the Urban Agricultural
Transition Area. The remaining areas shall be owned and maintained by the Home Owners
Association to be formed for the community.

Developer Contributions, Dedications & Obligations:

Wildhorse Ranch will provide land dedications, sustainable and climate improving technology,
fees and housing for low and very low income households. These contributions will benefit
much of the community as well as the region and are as follows:

   •   The project shall reduce its Green House Gas emissions by 90% below the base line
       established by the City of Davis in its Resolution #09-043 regarding Green House Gas
       reductions. Examples of methods that could be employed to meet this GHG reduction
       level include:
               The use of photovoltaic systems (solar panels) on the roofs of homes, other
               structures within the community.
               Design building and homes within the community to exceed the 2005 California
               Energy Standards, Title 24, by an average of 50% throughout the project.

   •   Dedicate to the City the approximately 2.26 acre parcel to be added to the existing city
       agricultural buffer adjacent to the property.
   •   Dedicate to the future Home Owners Association, for permanent open space, the
       approximately 4.4 acre to buffer the adjacent neighborhood.

The Developer shall also comply with City requirements, standards, policies and mitigation
measures by providing the following:
   •   Dedicate to the City the approximately 1.61 acre parcel for continuation of the City
       greenbelt
   •   Dedicate to the City permanent conservation easements on approximately 50 acres of
       active agricultural land.
   •   Provide approximately 15.5 acres of Swainson Hawk foraging habitat through the
       purchase of a Conservation Easement, or payment of mitigation fees to the Yolo County
       Habitat Joint Powers Agency.
   •   Dedicate to the City a 1.92 acre site for the production of up to 40 apartment style homes.
       38 of the apartment homes shall be affordable in perpetuity to very low and low income
       households, income households pursuant to an approved Project Individualized Plan. The
       38 units shall be fully ADA accessible.
   •   Agree to the formation of a community facilities district or other public financing
       mechanism prior to the recordation of the first final map for the Project to provide for an
       annual fee or tax on each market rate unit of $300 per year (in 2009 dollars) plus 3% per
       year thereafter to be used by the City for police services and fire prevention, suppression
       and emergency medical services.
   •   Pay to the City of Davis an in-lieu Parkland Dedication fee.
   •   The project shall also pay fees to the City, the Davis Joint Unified School District or
       Yolo County as part of the development fees for the project. The actual amounts to be
       paid will be the amount of the fee then in force at the time the fees are paid consistent
       with the Development Agreement between the Developer and the City. These fees
       presently are:

              Davis Joint Unified School District Capital Facilities Fee.
              Yolo County for Public Facilities.
              City of Davis for Road fees.
              City of Davis for Park Improvement fees.
              City of Davis for Open Space fees.
              City of Davis for Public Safety capital purposes.
              City of Davis for General Facilities.
              City of Davis for Water Connection fees.
              City of Davis for Sewer Connection fees.
              City of Davis for Stormwater facilities.
              City of Davis for Construction Tax and miscellaneous fees for operations.
              City of Davis for Long Range Planning efforts.



Baseline Project Features: Implementation
The Wildhorse Ranch project is required to develop in a manner consistent with these Base Line
Features. As provided for in Measure J, the Base Line Features may not be changed without
approval by the voters of the City. There are other additional requirements for the Wildhorse
Ranch project, including but not limited to, the mitigation measures set forth in the Final
Environmental Impact Report, and the Development Agreement that, while important to the
Project, are not Base Line Project Features and may be modified with the approval of the City,
after the appropriate public process. In addition, minor changes to the Project can be anticipated
during the course of this multiple year build out. Such changes, often the result of detailed
engineering or changing conditions, may be changed without voter approval, if they are
substantially consistent with the Base Line Features and they do not materially alter the character
of the project.

Measure J Expiration and Extension

Measure J will be submitted to the voters of the City prior to December 31, 2010 for renewal. If
this project has been presented to the voters and the voters approve the project, then the project
shall build out as substantially compliant, in the determination of the city, with the features and
description contained herein. The term “substantially compliant” shall have the same meaning
as the discretion provided for in the State Subdivision Map Act in allowing determination that a
final map is in substantial conformance to an approved tentative map. The voter approval
requirements of this Wildhorse Ranch measure shall continue until the full build out of the
project, thereafter any proposed changes in use shall comply with the City zoning, General Plan
designation, policies and processes.
                         Wildhorse Ranch Affordable Housing Plan

        ”Developer shall comply with the City’s Affordable Housing requirements as contained in Section
        18.05 of the Municipal Code, as conditioned in the project’s Affordable Housing Plan. The project
        shall meet its requirements through construction of affordable rental housing under a Project
        Individualized Plan.” The developer may work with a non-profit housing provider in the
        construction and maintenance of this affordable housing, provided that the Developer retains the
        responsibility for providing the affordable housing in the manner and within the time frames set forth
        within the Development Agreement.

Wildhorse Ranch shall provide a total of thirty-eight (38) units of ADA accessible housing to be
affordable to very low and low income households on 1.92 acres. The units will include, at a
minimum, 15 units provided for very low income households and 23 units provide for low income
households, consistent with code requirements. The vision for this Affordable Housing Plan is as
follows:

1. Timing: Parlin is committed to construction of the affordable housing units with the first phase
   of homes within the Wildhorse Ranch community. This will require that Parlin complete the
   development review process for the affordable site concurrent with the overall Wildhorse Ranch
   project. Parlin will also pursue financing of the project through state and federal programs for
   the construction of affordable housing including tax credit financing. The City is looking for
   some level of certainty that use of the Project Individualized Plan (PIP) option for this project
   provides community benefit and meets the standards of the ordinance and that the affordable
   housing will be constructed on a timeline that aims to avoid potential community resistance to
   the project and provides assurance of when the units will be available for occupancy.

    Parlin shall, with the application for the first tentative map for the property, concurrently submit
    a final affordable housing plan (i.e., Project Individualized Affordable Housing Plan) for the
    project that includes description of the Affordable Housing Team (comprised of Parlin and a
    non-profit affordable housing partner builder) and development review applications for the
    affordable housing site, consistent with the required submittal for similar projects. Parlin’s
    application for the tentative map shall include all remaining land use approvals, including the
    final affordable housing plan and design review, for the affordable housing site and buildings.
    The Developer shall submit to the City, prior to or concurrently with its application for building
    permit(s) for the Affordable Housing Units, satisfactory evidence of financing for the
    construction of the affordable housing units required for the project. At a minimum this
    evidence may include proof of an allocation of tax credits from state and or federal programs,
    and a letter of commitment from a lender providing any funding not otherwise provided through
    the tax credits. The Developer shall commence construction of the 38 affordable units prior to
    the issuance of the seventy-fifth (75th) market rate building permit and obtain certificates of
    occupancy for all 38 affordable units prior to the issuance of the hundredth (100th) market rate
    building permit.

Wildhorse Ranch Affordable Housing Plan
September 2009                                                                                   1
    Parlin shall cause the affordable housing site to be created as a separate legal parcel with the
    first final map for the property.

    Parlin shall include the frontage improvements, including utility stubs of sufficient size to serve
    the property, on the first set of improvement plans prepared for the property. .

    Parlin shall construct the frontage improvements, including utility stubs, adjacent to the
    affordable housing site with the first phase of infrastructure constructed for the project, and shall
    complete the improvements concurrently with the other improvements being constructed with
    the first phase of the project.

    Parlin or property owner (if sold) may create a non-profit entity with a non-profit affordable
    housing partner builder (the “Partner Builder”, and collectively the “Affordable Housing
    Team”) with recent experience in the design, construction, financing and management of
    affordable housing to assist with the processing of the affordable housing site for eligibility for
    state and federal financing programs. The City shall be provided with a copy of the formation
    document and operating agreement for the Affordable Housing Team within one week of its
    execution. Once it is approved by the City, the affordable housing parcel may be deeded to the
    partnership or ownership entity in order to facilitate funding applications, provided the
    Developer retains the responsibility for providing the affordable housing in the manner and
    within the time frames set forth herein and in the Development Agreement.

    The Affordable Housing Team may prepare a submittal for qualification for the next available
    round of state and/or federal financing following the approval of the tentative map in order to
    develop the affordable housing site.

    Within twenty (20) days of the Affordable Housing Team submitting an application for the
    current round of state and/or federal funding, it shall provide the City with a proforma for the
    project that will identify the following; i) the anticipated total cost of the affordable housing
    project, ii) the sources of financing including state and/or federal funding request(s), iii) the
    anticipated rental revenue to be generated from the project, iv) estimated monthly expenses for
    management, utilities, insurance, vacancies, regular maintenance items and reserves for future
    and extra-ordinary maintenance, repair and replacement, and v) any additional sources or needs
    for funding to complete the project. The City shall review and comment on the adequacy of the
    proforma and make recommendations to modify the budget. The Affordable Housing Team, in
    its sole discretion, may modify the proforma based on the recommendations from the City. In
    light of the fact that the affordable housing units are being developed under a Project
    Individualized Plan and that the City does not provide financial assistance to for-profit
    developers, the Affordable Housing Team agrees that it will not request any financial assistance
    from the City in order to complete this project.



Wildhorse Ranch Affordable Housing Plan
September 2009                                                                               2
2. City Participation/Funding: The City does not have the funding available to provide any
   subsidy for the construction of affordable housing in the project. Additionally, the City does not
   provide financial assistance for affordable housing to for-profit developers, which the proposed
   Affordable Housing Team would include with Parlin’s participation. Lastly, given the Project
   Individualized Plan (PIP) being processed, the City expects that financial assistance will not be
   requested as this is part of the criteria for the City’s support of a PIP. Parlin acknowledges the
   City’s current situation and policies and commits that it shall not seek funding from the City for
   the affordable housing project.

3. Long-Term Ownership: The City has an interest in the long-term ownership of the affordable
   housing site. This interest relates to the management and the financial sustainability of the site
   to provide long-term maintenance and repairs, as well as local accountability of the owner and a
   long-term commitment to the provision and maintenance of affordable housing. Parlin’s interest
   is in being involved during the start up and initial operations of the property to ensure
   compatibility architecturally and to ensure that the affordable housing is integrated into the
   community without impact to existing or future residents. Initially Parlin would expect to enter
   into an agreement with a non-profit builder of affordable housing. The City expects that this be
   an existing non-profit organization that Parlin will partner with and will not support the creation
   of a new organization. The objective of the new entity would be for the design, financing,
   construction and management of the affordable housing site. The entity would pursue
   traditional sources of funding for affordable housing projects, except for any city funding. The
   continued involvement of Parlin would provide for efficiencies that would come from its other
   construction activities on the site that could bring economies of scale thereby reducing some
   costs associated with the building of the affordable housing site. It is expected that the
   agreement between Parlin and the non-profit entity would provide for a phase out of Parlin’s
   involvement and ownership of the site over a period of time, likely related to the buyout timing
   of the tax credit investor.

4. Adequate Reserves and Maintenance: The city has expressed concerns that the affordable
   project may not set aside adequate reserves for maintenance or replacement of materials and
   equipment that have reached their useful life and that often the owners turn to the City as a
   source of funding to offset the shortfalls in these reserves. As noted above, the proposed
   language to be in the development agreement includes the provision that the Affordable
   Housing Team will provide a proforma budget to the City for review and comment. As part of
   this proforma budget an amount to be allocated to reserves for future repairs, replacement and
   maintenance will be included. In addition an estimated timeline for maintenance and
   replacement of significant items (painting, roofing, appliances, etc) will be provided by Parlin
   for review by city staff.

5. Accessibility in Affordable Housing: All 38 affordable units shall be ADA accessible.
   Final details will be provided with the submittal of the project’s final affordable housing plan, as
   part of the tentative map review process. ADA accessibility shall include but not be limited to,

Wildhorse Ranch Affordable Housing Plan
September 2009                                                                             3
    entrances, hallways, bedrooms, bathrooms and kitchens. To achieve ADA accessibility for all
    38 units, the units may need to be in one building, to allow for elevators, and the design of the
    parking and view sheds may need to be modified . In addition, the design may require that the
    two market rate units are not included in the final plan.

Additionally, this Affordable Housing Plan shall comply with the following:

1. REQUIRED UNITS. A minimum of thirty-eight units shall be provided, including a minimum of
   15 units affordable to very low income households and 23 units affordable to low income
   households at an affordable cost, as defined in Chapter 18.05.020 of the City of Davis
   Municipal Code. These affordable rental units shall be provided by the developer, who may
   work with a non-profit housing developer.

2. AFFORDABILITY REQUIREMENTS. Required affordable units shall remain affordable in
   perpetuity. This requirement shall be established in a covenant recorded on the property, subject
   to review and approval by the Community Services Department prior to issuance of certificate
   of occupancy on the units.

3. AFFORDABLE HOUSING DISCLOSURE. Developer shall provide written notice to all purchasers
   of lots or homes within the subdivision of the location and zoning for the affordable housing.
   The disclosure shall explicitly note that the housing will be developed for very-low and low
   income residents or special needs residents, and that the housing will include two and three-
   story high buildings. Wording is subject to review and approval by the Community
   Development Department.

4.TIMING OF CONSTRUCTION. The Developer shall submit to the City, prior to or concurrently
   with its application for building permit(s) for the Affordable Housing Units, satisfactory
   evidence of financing for the construction of the affordable housing units required for the
   project. At a minimum this evidence shall include proof of an allocation of tax credits from
   state and or federal programs, and a letter of commitment from a lender providing any funding
   not otherwise provided through the tax credits. The Developer shall submit to the City, prior to
   or concurrently with its application for building permit(s) for the Affordable Housing Units,
   satisfactory evidence of financing for the construction of the affordable housing units required
   for the project. At a minimum this evidence may include proof of an allocation of tax credits
   from state and or federal programs, and a letter of commitment from a lender providing any
   funding not otherwise provided through the tax credits. The Developer shall commence
   construction of the 38 affordable units prior to the issuance of the seventy-fifth (75th) market
   rate building permit and obtain certificates of occupancy for all 38 affordable units prior to the
   issuance of the hundredth (100th) market rate building permit.




Wildhorse Ranch Affordable Housing Plan
September 2009                                                                             4
                             ORDINANCE NO. ____________

         AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DAVIS
           APPROVING A DEVELOPMENT AGREEMENT WITH PARLIN
           WILDHORSE, LLC REGARDING THE PROJECT COMMONLY
                     KNOWN AS WILDHORSE RANCH

WHEREAS, to strengthen the public planning process, encourage private participation in
comprehensive planning and reduce the economic risk of development, the Legislature of the
State of California adopted Government Code Sections 65864 et seq. (the "Development
Agreement Statute") which authorizes cities to enter into agreements for the development of real
property with any person having a legal or equitable interest in such property in order to
establish certain development rights in such property; and

WHEREAS, in accordance with the Development Agreement Statute, the City of Davis (the
"City") has enacted regulations (the "Development Agreement Regulations") to implement
procedures for the processing and approval of development agreements in accordance with the
Development Agreement Statute; and

WHEREAS, on July 28, 2009, the City certified the Final Environmental Impact Report for the
Wildhorse Ranch Project (the "Final EIR"); and

WHEREAS, prior to adopting this Ordinance, the City Council, on July 28, 2009, adopted
Resolution No. 09-131, finding that, where feasible, mitigation measures have been imposed and
modifications incorporated into the Project which avoid or substantially lessen all significant
adverse environmental impacts and that social, economic and other benefits outweigh the
remaining adverse environmental impacts that cannot be mitigated to a level of insignificance;
and

WHEREAS, the City Council of Davis adopted Resolution No. 09-132, which approved a
general plan amendment for the Wildhorse Ranch, subject to the approval of the voters of the
city and, by Resolution No. 09-133 called an election of this General Plan Amendment. This
General Plan amendment will become effective if approved by the voters voting on the general
plan amendment; and

WHEREAS, Developer desires to carry out the development of the Property consistent with the
General Plan, as amended, and the Development Agreement; and

WHEREAS, the Development Agreement will assure both the City and Developer that the
Project can proceed without disruption caused by a change in City planning and development
policies and requirements, which assurance will thereby reduce the actual or perceived risk of
planning, financing and proceeding with construction of the Project and promote the
achievement of the private and public objectives of the Project; and

WHEREAS, the Development Agreement will also assure the City and its voters that the
Development will proceed as proposed and that the public improvements and other amenities
and funding obligations that were material to the voters, will be accomplished as proposed; and
WHEREAS, pursuant to Section 65867 of the Government Code, the Planning Commission
held a duly noticed public hearing on July 8, 2009 on the General Plan Amendment, Rezoning
and Preliminary Planned Development, Affordable Housing Plan, FEIR, and the Development
Agreement, during which public hearing the Planning Commission received comments from the
Developer, City staff, public agencies and members of the general public; and

WHEREAS, following the public hearing, the Planning Commission, by a vote of four (4) to
one (1), did recommend certification of the FEIR to the City Council on the FEIR; and

WHEREAS, following the public hearing, the Planning Commission, by a vote of four (4) to
zero (0), did recommend approval of the project to the City Council, which consists of the
General Plan Amendment, Rezoning and Preliminary Planned Development, Affordable
Housing Plan, and the Development Agreement and

WHEREAS, pursuant to Section 65867 of the Government Code, the City Council, on July 28,
2009, held a duly noticed public hearing on the FEIR, the General Plan Amendment, Rezoning
and Preliminary Planned Development, Affordable Housing Plan, FEIR, and the Development
Agreement, during which public hearing, the City Council received comments from the
Developer, City staff, public agencies and members of the general public; and

WHEREAS, on July 28, 2009 the Council continued the decision on the Rezoning and
Preliminary Planned Development, Affordable Housing Plan and Development Agreement,
while certifying the FEIR and approving resolutions for Measure J and authorizing Yolo County
Supervisors to schedule elections for the project.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DAVIS DOES HEREBY ORDAIN AS
FOLLOWS:

SECTION 1 This Ordinance incorporates, and by this reference makes a part hereof, the
Development Agreement attached hereto as Exhibit A, subject to the provisions of Section 5
hereof.

SECTION 2 This Ordinance is adopted under the authority of Government Code Section 65864
et seq., and pursuant to “Development Agreement Regulations”.

SECTION 3 In accordance with the Development Agreement Regulations, the City Council
hereby finds and determines, as follows:

       (a)    The Development Agreement is consistent with the objectives, policies, general
              land uses and programs specified in the General Plan, as amended, in that it
              establishes certain development rights, obligations and conditions for the
              implementation of the Wildhorse Ranch;

       (b)    The Development Agreement is compatible with the uses authorized in, and the
              regulations prescribed for, the general plan designations which will apply to the
              Property;

       (c)    The Development Agreement is in conformity with public convenience, general
              welfare and good land use practice;
       (d)    The Development Agreement will not be detrimental to the public health, safety
              and general welfare;

       (e)    The Development Agreement will not adversely affect the orderly development of
              property or the preservation of property values; and

       (f)    The Development Agreement is consistent with the provisions of Government
              Code Sections 65864 through 65869.5.

SECTION 4 The foregoing findings and determinations are based upon the following:

       (a)    The Recitals set forth in this Ordinance, which are deemed true and correct;

       (b)    Resolution No. 09-131, adopted by the City Council on July 28, 2009, making
              findings as to the Final EIR for Wildhorse Ranch, including the Statement of
              Findings and Facts and Statement of Overriding Considerations (Exhibit A
              thereto), and the Mitigation Monitoring and Reporting Program (Exhibit B
              thereto) approved by and incorporated in said Resolutions, which Resolutions and
              exhibits are incorporated herein by reference as if set forth in full;

       (c)    The City’s General Plan, as amended by the General Plan Amendment adopted by
              the City Council by Resolution No. 09-132 prior to adoption of this Ordinance;

       (d)    All City staff reports (and all other public reports and documents) prepared for the
              Planning Commission, City Council, or others relating to the EIR, the General
              Plan Amendment, the Development Agreement, Rezoning and Preliminary
              Planned Development, Affordable Housing Plan, FEIR, and other actions relating
              to the Property;

       (p)    All documentary and oral evidence received at public hearings or submitted to the
              Planning Commission, or City during the comment period relating to the EIR, the
              General Plan Amendment, the Development Agreement, Rezoning and
              Preliminary Planned Development, Affordable Housing Plan, FEIR, and other
              actions relating to the Property; and

       (q) All other matters of common knowledge to the Planning Commission and City
           Council, including, but not limited to the City’s fiscal and financial status; City
           policies and regulations; reports, projections and correspondence related to
           development within and surrounding the City; State laws and regulations and
           publications.

SECTION 5 The City Council hereby approves the Development Agreement, attached hereto as
Exhibit A, subject to the provisions of Section 6 hereof, and subject further to such minor,
conforming and clarifying changes consistent with the terms thereof as may be approved by the
City Manager, in consultation with the city Attorney prior to execution thereof, including
completion of references and status of planning approvals, and completion and conformity of all
exhibits thereto, and conformity to the General Plan, as amended, as approved by the City
Council and the voters.
SECTION 6 The approvals contained in Section 5 hereof are subject to and conditioned upon all
of the following becoming effective:

               (1)    Resolution No. 09-132, adopted by the City Council prior to adoption of
                      this Ordinance, approving the General Plan amendment;

               (2)    Approval by the voters voting on the General Plan Amendment and
                      baseline project features pursuant to "Measure J."

SECTION 7 Upon the effective date of this Ordinance as provided in Section 10 hereof, the
Mayor and City Clerk are hereby authorized and directed to execute the Development
Agreement on behalf of the City of Davis

SECTION 8 The City Manager is hereby authorized and directed to perform all acts authorized
to be performed by the City Manager in the administration of the Development Agreement
pursuant to the terms of the Development Agreement.

SECTION 9 If any section, subsection, sentence, clause, phrase or portion of this ordinance is
for any reason held invalid or unconstitutional, such decision shall not affect the validity of the
remaining portions of this ordinance.

SECTION 10 This Ordinance shall be in full force and effect thirty (30) days after its passage
and adoption; provided, however, that if all of the actions referred to in Section 6 hereof are not
effective on such date, then the effective date of this Ordinance shall be the date on which all of
said actions become effective, as certified by the City Clerk.

INTRODUCED on the 28th day of July, 2009, and continued to September 15th, 2009 being
when the reading was concluded, and PASSED AND ADOPTED by the City Council of the City
of Davis on the 29th day of September, 2009 by the following vote:

AYES:

NOES:


                                                Ruth Uy Asmundson, Ph.D.
                                                Mayor
ATTEST:



Zoe S. Mirabile, CMC
City Clerk

EXHIBIT

A. Development Agreement Between the City & Parlin Wildhorse Ranch, LLC
                                    AGREEMENT
                                  BY AND BETWEEN
                 THE CITY OF DAVIS AND PARLIN WILDHORSE, LLC
                             Relating to the Development of
                   the Property Commonly Known as Wildhorse Ranch

        THIS AGREEMENT is entered into this ____________, 2009, by and between the CITY
OF DAVIS, a municipal corporation (herein the "City"), and PARLIN WILDHORSE, LLC
(herein the "Developer"), pursuant to the authority of Sections 65913.4 and 65864 et seq. of the
Government Code of the State of California.

                                            RECITALS

        To strengthen the public planning process, encourage private participation in
comprehensive planning and reduce the economic risk of development, the Legislature of the
State of California adopted Section 65864 et seq. of the Government Code which authorizes any
city, county or city and county to enter into a development agreement with an applicant for a
development project, establishing certain development rights in the property which is the subject
of the development project application.

        The Developer owns in fee or has a legal or equitable interest in certain real property(ies)
described in Exhibit A attached hereto and incorporated herein by this reference and located in
the City of Davis (herein the "Property"). The Developer desires to amend the General Plan Use
Land Designation of the Property from "Agriculture" to a combination of "Residential Medium-
Density", "Residential High Density", "Open Space", and "Greenbelt" to develop consistent with
the General Plan of the City (herein the "General Plan"), including but not limited to the Project
Approvals for the Property, as described in this Agreement. The Developer also desires to
rezone the Property from PD 3-89 for "Horse Ranch" to a residential Planned Development (PD)
to permit the development of a residential subdivision on the Property. Development of the
Property will include construction of new affordable housing and market rate housing.

        To offset the impacts of the requested amendments and rezoning the Developer has
agreed to pay certain additional fees with respect to development of the Property, in addition to
the impact fees and charges applicable to development within the City, and to pay all other
amounts in effect at the time of payment thereof except as set forth herein, and to develop the
subject Property in accordance with the City's ordinances, rules, regulations and polices in effect
as of the approval of the development by the City of the subject Property, except as provided
herein.
        This Agreement is voluntarily entered into by the Developer in order to implement the
General Plan and in consideration of the rights conferred and the procedures specified herein for
the development of the Property. This Agreement is voluntarily entered into by the City in the
exercise of its legislative discretion in order to implement the General Plan and in consideration
of the agreements and undertakings of the Developer hereunder.

        The General Plan Amendment has been approved by the City Council, subject to the
approval of the voters. The Remaining Land use entitlements have been approved by the City
for the Property, and will become effective only if the General Plan Amendment is approved by
the voters. The General Plan Amendment, Baseline Project Features, and Land Use entitlements
are set forth on Exhibit C, attached hereto and incorporated herein (hereinafter the "Project
Approvals"). The Land Use entitlements contain project conditions and mitigations that assure
compliance with the General Plan and zoning regulations and cannot be changed without further
entitlement processes.

        If approved by the voters pursuant to "Measure J," the General Plan Amendment will
include certain Base Line Project Features that cannot be changed without a further vote by the
City's voters. Other land use entitlements must be consistent with the General Plan Amendment
and Base Line Project Features. These other land use entitlements add project conditions and
mitigation measures to assure compliance with the Base Line Project Features and the intent of
the voters.

       The Developer seeks to comply with the voter approved General Plan Amendment, the
Base Line Project Features, and the conditions of approval for development of the Property in
accordance with the General Plan and the other Project Approvals for the Property.
Development of the Property pursuant to the Project Approvals is hereinafter called the
"Project."

        This Agreement will eliminate uncertainty in planning for and securing orderly
development of the Project, provide the certainty necessary for Developer to make significant
investments in public infrastructure and other improvements, assure compliance with the
conditions of approval, assure the timely and progressive installation of necessary improvements,
provide public services appropriate to each stage of development, establish phasing for the
orderly and measured build-out of the Project consistent with the desires of the City to maintain
the City's small city atmosphere and to have development occur at a pace that will assure
integration of the new development into the existing community, provide for affordable housing
and provide significant public benefits to the City that the City would not be entitled to receive
without this Agreement.

        In exchange for the benefits to the City, Developer desires to receive the assurance that it
has the right to proceed with the Project in accordance with the existing land use ordinances,
subject to the terms and conditions contained in this Agreement and to secure the benefits
afforded the Developer by Government Code section 65865.3.

        The commitments in this Agreement represent a reciprocal understanding negotiated
freely by the parties so that each will obtain the benefits provided by the other party. In
particular, the parties understand and agree that the Affordable Housing Plan is a material
element of this Agreement, and is not an exaction unilaterally imposed by the City on the
Developer, but is a material element of the benefits provided by the Developer to the City in
exchange for the benefits provided by the City to the Developer under this Agreement.

        To implement the Affordable Housing Plan, and the Baseline Project Feature providing
for the dedication of a 1.92 acre site for 38 apartments homes that are affordable to very low and
low income households, the parties have agreed to an Affordable Housing Plan As set forth in
this Agreement, the Developer shall be responsible for building the affordable housing and the
affordable housing requirements shall be set forth in a regulatory agreement or covenant to
assure that the 1.92 acre site is dedicated to the affordable housing and that the housing is
affordable in perpetuity.

                                          AGREEMENTS

     IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES OF THE
      PARTIES, THE CITY AND THE DEVELOPER HEREBY AGREE AS FOLLOWS:

Article I:     General Provisions.

[Sec. 100]      Property Description and Binding Covenants. The Property is located north of
Covell Boulevard, south and east of residential lots located on Caravaggio Drive, and west of the
city limits and is more particularly described in Exhibit A, which consists of a map showing its
location and boundaries and a legal description. The Developer represents that it has a legal or
equitable interest in the Property and that all other persons holding legal or equitable interests in
the Property (excepting owners or claimants in easements) agree to be bound by this Agreement.
It is intended and determined that the provisions of this Agreement shall constitute covenants
which shall run with said Property, and the burdens and benefits hereof shall bind and inure to all
successors in interest to the parties hereto.

[Sec. 101]      Project Description. The Project is a 191 unit residential subdivision. The project
shall substantially comply with the conceptual site plan in Exhibit B-1 attached hereto, and the
following:

       A.      Single Family Homes. There are to be up to 73 homes of this housing type.

       B.     Town Homes. There are to be up to 78 homes of this housing type. Except as
may otherwise be provided in the Project Approvals, the town homes may be up to three stories
in height.

       C.     Apartment Homes. These homes are to be for rent and will meet the City's
affordable housing obligation for the project. There will be up to 40 apartment units within this
housing category. Thirty-eight (38) of these apartment homes will be affordable to very low and
low income households. These units will be constructed pursuant to the provisions of the
Affordable Housing Plan. The apartment homes may be up to three stories in height.

        D.     There is an Affordable Housing plan that applies to the Project which requires 38
multi-family units. As set forth in the affordable housing plan, fifteen (15) of the units shall be
affordable to very low income households and twenty-three (23) of the units shall be affordable
to low income households.

        E.      The total number of units, 191, cannot be exceeded. The number of units within
the Single Family Homes category and the Town Homes category may vary up to ten percent
(10%) provided however that any increase in one category must be accompanied with a
corresponding decrease in the other category. A reduction in one category may occur without
the requirement to increase the total units in the other category. Such a reduction in units would
result in a decrease in the total units within the project. Notwithstanding the forgoing, the total
units for the project shall not be less than 175. Further, any reduction in the Single Family
and/or Town Homes categories shall not reduce the number of affordable multifamily units,
unless the Affordable Housing Plan is also amended.

        F.    The focal point of the Wildhorse Ranch community will be the public and
common area open space that is to be planted with trees and native plants. These open space
areas are comprised of the following common areas that are to be privately maintained ("Private
Open Space"); (a) the Natural Habitat Area, also referred to as the Orchard or Urban Forest; and
(b) the Paseos which are the open space areas between the fronts of the single family and town
home units. The Private Open Space areas are shown on Exhibit B-2. In addition to the Private
Open Space there are areas of public open space that will be constructed and installed by the
Developer, subject to City approval, but maintained by the City. The Public Open Space areas
include; (a) the Greenbelts; (b) the Covell Boulevard Greenstreet; and (c) the Urban Agricultural
Transition Area (collectively the "Public Open Space"). The Public Open Space areas are shown
on Exhibit B-3. The Public Open Space and the Private Open Space shall be developed and
constructed concurrently with the phases on the Project adjacent to the particular public or
private open space improvement so that the open space construction and landscaping is complete
when new residents move into the area adjacent to that improvement, while protecting
landscaping during the construction of the adjacent homes. The Private Open Space areas are to
remain in permanent open space and will be owned and maintained by a Home Owners
Association.

[Sec. 102]     Term and Effective Date.

        A.      The effective date of this Agreement shall be the effective date of date of voter
approval of the General Plan Amendment pursuant to "Measure J." The term of this Agreement
shall commence upon the effective date and shall extend for a period of twenty (20) years
thereafter, unless said term is terminated, modified or extended by circumstances set forth in this
Agreement or by mutual consent of the Parties, subject to the provisions of Section 104 hereof.
Following the expiration of said term, this Agreement shall be deemed terminated and of no
further force and effect, subject, however, to the provisions of Section 408 hereof.

       B.    The City shall cause any such written notice of termination to be recorded with
the County Recorder within ten (10) days of receipt of such notice.

       C.      This Agreement shall be deemed terminated and of no further effect upon the
occurrence of any of the following events:

              1)      If the voters do not approve the General Plan Amendment pursuant to a
"Measure J" election occurring at the election on November 3, 2009, or such later election, on the
General Plan Amendment, if a later date is ordered by a court of competent jurisdiction;

                2)      Entry after all appeals have been exhausted of a final judgment or issuance
of a final order directing the City to set aside, withdraw or abrogate the City Council's approval
of this Agreement or any material part of the Project Approvals;
[Sec. 103]     Equitable Servitudes and Covenants Running With the Land; Release upon sale to
Homebuyer.

        A.       Any successors in interest to the City and the Developer shall be subject to the
provisions set forth in Government Code sections 65865.4 and 65868.5. 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 with regard to the development of the
Property: (a) is for the benefit of and is a burden upon 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. Nothing herein shall waive or limit the
provisions of Section 104, and no successor owner of the Property, any portion of it, or any
interest in it shall have any rights except those assigned to the successor by the Developer in
writing pursuant to Section 104. In any event, no owner or tenant of an individual completed
residential unit within Project shall have any rights under this Agreement.

       B.      Release of Obligation Upon Completion of the First Re-sale of a Residential Unit.
Except as provided herein, this Agreement shall automatically be terminated, without any further
action by either party or need to execute or record any additional document, with respect to any
improved residential lot within a parcel designated by the Project Approvals for such use, upon
issuance by the City of a final certificate of occupancy or its equivalent for a dwelling unit upon
such lot. In connection with its issuance of a final inspection for any residential lot, the City
shall confirm that all Public improvements which are required to serve the lot have been
constructed, dedicated to and accepted by the City, and all applicable fees for the lot have been
paid to the City. Termination of this Agreement as to any such residential lot shall not in any
way be construed to terminate or modify any applicable assessment district, special tax lien, fee
credit, or right of reimbursement with respect to such lot. Termination of this Agreement as to
any such lot shall extend solely to that lot and shall not extend to other parcels or property
encompassed by this Agreement. Nothing in this section shall relieve the Developer from any
and all of its obligations under this Agreement.

[Sec. 104]     Right to Assign; Non-Severable Obligations.

         A.     From and after recordation of this Agreement against the Property, Developer
shall have the full right to assign this Agreement as to the entire Property, in connection with any
sale, transfer or conveyance thereof, and upon the express written assignment by Developer and
assumption by the assignee of such assignment in the form attached hereto as Exhibit E, the
conveyance of Developer's interest in the Property related thereto, and written notice to the City,
Developer shall be released from any further liability or obligation hereunder and the assignee
shall be deemed to be the "Developer", with all rights and obligations related thereto, with
respect to such conveyed property.

        B.       From and after recordation of this Agreement against the Property, Developer
shall have the right to assign this Agreement as to any phase of the Property, less than the entire
Property, in connection with any sale, transfer or conveyance thereof, and upon the express
written assignment by Developer and assumption by the assignee of such assignment, the express
approval of the City of the assignment and assumption, and the conveyance of Developer's
interest in the Property related thereto, Developer shall be released from any further liability or
obligation hereunder and the assignee shall be deemed to be the "Developer", with all rights and
obligations related thereto, with respect to such conveyed property. City's consent shall be based
on a determination that the assignment and assumption clearly sets out the obligations of the
parties to complete the improvements for the Project, including the phase of the project to be
transferred, and to comply with the obligations of this Agreement and the Project Approvals. In
this instance approval of the City shall mean the City Manager.

        C.      The City, upon receipt of a written request therefore from a foreclosing
Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of the Developer
under this Agreement, provided that all defaults by the Developer under this Agreement that are
reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably
possible. The foreclosing Mortgagee shall comply with all of the provisions of this Agreement.
If the City receives notice from a Mortgagee requesting a copy of any notice of default given to
the Developer and specifying the address for such notice, the City shall endeavor to deliver to the
Mortgagee, concurrently with service thereof to the Developer, all notices given to the Developer
describing all claims by the City that the Developer has defaulted hereunder. If the City
determines the Developer is not in compliance with this Agreement, the City also shall endeavor
to serve notice of noncompliance on the Mortgagee concurrently with service on the developer.
Each Mortgagee shall have the right during the same period available to the Developer to cure or
remedy, or to commence to cure or remedy, the condition of default claimed, or the areas of
noncompliance set forth in the City's notice.

       D.      The Specific Development Obligations set forth in Article II, Sec. 201, are not
severable, and any sale of the Property, in whole or in part, or assignment of this Agreement, in
whole or in part, which attempts to sever such conditions shall constitute a default under this
Agreement and shall entitle the City to terminate this Agreement in its entirety.
       E.      Nothing in this Section shall be deemed to constitute or require City consent to
the approval of any subdivision or parcelization of the Property. The parties understand and
recognize that any such actions must comply with applicable City laws and regulations and be
consistent with the General Plan, and this Agreement.

[Sec. 105]      Notices. Formal written notices, demands, correspondence and communications
between the City and the Developer shall be sufficiently given if dispatched by certified mail,
postage prepaid, to the principal offices of the City and the Developer, as set forth in Article 8
hereof. Such written notices, demands, correspondence and communications may be directed in
the same manner to such other persons and addresses as either party may from time to time
designate. The Developer shall give written notice to the City, at least thirty (30) days prior to
the close of escrow, of any sale or transfer of any portion of the Property and any assignment of
this Agreement, specifying the name or names of the transferee, the transferee's mailing address,
the amount and location of the land sold or transferred, and the name and address of a single
person or entity to whom any notice relating to this Agreement shall be given, and any other
information reasonable necessary for the City to consider approval of an assignment or any other
action City is required to take under this Agreement.

[Sec. 106]    Amendment of Agreement. This Agreement may be amended from time to time
by mutual consent of the parties, in accordance with the provisions of Government Code
Sections 65867 and 65868.

[Sec. 107]       Operating Memoranda. The parties acknowledge that refinement and further
implementation of the Project may demonstrate that certain minor changes may be appropriate
with respect to the details and performance of the parties under this Agreement. The parties
desire to retain a certain degree of flexibility with respect to the details of the Project and with
respect to those items covered in the general terms of this Agreement. If and when the parties
find that clarifications, minor changes, or minor adjustments are necessary or appropriate, they
shall effectuate such clarifications, minor changes or minor adjustments through operating
memoranda approved in writing by the parties. "Minor" as used above shall not include any
changes to the Development that is not substantially in conformance with the project approvals
for the project and do not include any change to the number or type of units and/or price and
resale restrictions for the affordable housing set forth herein. Further, "Minor" as used above
shall not include any changes to the Development that is not consistent with the General Plan
Amendment and Base Line Project Features approved by the voters. Unless required by law, no
such operating memorandum shall require prior notice or hearing, nor shall it constitute an
amendment to this Agreement.
[Sec. 108]        Estoppel Certificate. Either party may, at any time, and from time to time, deliver
written notice to the other party requesting such party to certify in writing that, to the knowledge
of the certifying party, (i) this Agreement is in full force and effect and a binding obligation of
the parties, (ii) this Agreement has not been amended or modified either orally or in writing, or if
so amended, identifying the amendments, and (iii) the requesting party is not in default in the
performance of its obligations under this Agreement, or if in default, to describe the nature of
such default. The party receiving a request hereunder shall execute and return such certificate
within thirty (30) days following receipt. The City acknowledges that the certificate may be
relied upon by transferees and mortgagees of the Developer.

Article II:    Development of the Property.

[Sec. 200]       Permitted Uses and Development Standards. In accordance with and subject to
the terms and conditions of this Agreement, the Developer shall have a vested right to develop
the Property for the uses and in accordance with and subject to the terms and conditions of this
Agreement, the General Plan Amendment, and the Project Approvals, attached hereto as
Exhibit C and incorporated herein by reference, and the Development Standards (Development
Standards shall include the ordinances, resolutions and regulations applicable to the Project, to
the extent they govern the permitted uses of land, and the density and intensity of land use, as set
forth in the following plans and ordinances as they exist at the time this Agreement was
approved, (i.e. the General Plan, Zoning Ordinance, Subdivision Ordinance, and Affordable
Housing Ordinance), and any amendments to the Project Approvals or Agreement as may, from
time to time, be approved pursuant to this Agreement. Developer understands that no changes or
amendments can be made that are inconsistent with the conditions of approval without the
approval of such changes or amendments by the City Council. The Developer further
understands that no changes or amendments can be made that are inconsistent with the General
Plan Amendment and the Base Line Project Features without the approval of such changes or
amendments by the voters.

       Developer hereby agrees to develop the Project in accordance with the Project Approvals
and the Development Standards and any amendments to the Project Approvals or Agreement as
may, from time to time, be approved pursuant to this Agreement. As used herein, the Project
Approvals include this Agreement, the General Plan Amendment, the Baseline Project Features,
and the other Project Approvals, including the conditions of approval and the mitigation
measures for the Project, and the Development Standards and any amendments to the Project
Approvals as may, from time to time, be approved pursuant to this Agreement.
[Sec. 201]      Specific Development Obligations. In addition to the conditions of approval
contained in the Project Approvals, the Developer and the City have agreed that the
Development of the Property by the Developer is subject to certain "Specific Development
Obligations," described herein. These Specific Development Obligations, together with the other
terms and conditions of this Agreement, provide the incentive and consideration for the City
entering into this Agreement.

          A. General Fund Mitigation Fee and Ongoing Community Facilities District ("CFD")
for Public Safety Services. The project contributes a significant amount of benefit in the form of
climate change improvements and securing permanent open space which will provide a benefit
to the City and the global community. Many of the sustainable elements are newer technology
that may increase the cost of development of the site, but will provide a proving ground for these
technologies to gain greater acceptance and mainstream use that will contribute to other projects
moving toward true zero carbon neighborhoods. The Developer recognizes that while these
contributions are significant, the Developer and the City desire to assure that the Project will
generate sufficient revenue to the City to cover its service costs. Developer and City agree that
the payment of a one time General Fund Mitigation Fee and the establishment of a CFD or other
public financing mechanism, as set forth below, is a requirement of the Project and will offset the
on-going service impacts of the Project. In recognition of this the Developer proposes to and
hereby consents to the payment of the one time General Fund Mitigation Fee and the
establishment of a CFD applicable to all market rate residential units in the Project.

                1)      For purposes hereof, a market-rate residential unit shall mean and refer to
a housing unit with the Wildhorse Ranch Project that is not required by the City to be sold or
rented at a City-designated price or rent that is affordable to moderate or low income household,
as such affordability is defined in the City of Davis Municipal Code, Section 18.06.020.

                2)    One Time General Fund Mitigation Fee. Prior to the issuance of the first
Certificate of Occupancy for each market rate home within the Project, Developer shall pay a
General Fund Mitigation Fee of $1,550 for each market rate residential unit in the Project.

               3)      Ongoing Community Facilities District ("CFD") for Public Safety
Services Prior to the recordation of the first phase final subdivision map, Developer shall request
the City establish a community facilities district and/or other such district(s) or financing
program(s) including without limitation, a community facility district pursuant to Government
Code Sections 53311 et seq, appropriate to fund the project's fair share of the below listed land
based funding programs. The district(s) shall be used only to provide funds for the project's fair
share of the following items:

                      (a)     Police protection services, including equipment, maintenance,
                              personnel and operations; and

                      (b)     Fire protection and suppression services and emergency medical
                              (paramedic) services, including equipment, maintenance, personnel
                              and operations,

                      (c)     Funds generated by such district(s) or financing mechanism(s)
                              shall not be used for capital improvements or purchases of any
                              equipment having a depreciation period of greater than five (5)
                              years, except for items specifically listed above. In no case shall
                              the tax or other levy on any parcel within the project for items (a),
                              and (b), above exceed $300.00 per year (in 2009 dollars) plus 3%
                              per year for each year after the approval of the this Development
                              Agreement .

       B.       Greenhouse Gas Emissions Reduction Requirement. The Project shall meet the
greenhouse gas emission reduction standards adopted by the City Council by Resolution
#06,166, Series 2008, and Resolution #09-043, Series 2009. In accordance with Resolution #09-
043, the unmitigated 191 unit project will generate 1,050.5 metric tons (MT) of CO2, which shall
be mitigated consistent with the City GHG Reduction Policy. Furthermore, the project shall
reduce its Green House Gas emissions by 90%, from the base line of 5.5 metric tons per unit
standard established by the City of Davis in its Resolution #09-043 regarding Green House Gas
reductions. Concurrently with the Tentative Map application the Developer shall submit a GHG
reduction program identifying specific measures to be implemented within each land use sub-
area, subject to review and approval by the Planning Commission. This submittal shall provide
general descriptions of the measure and associated Green House Gas emission reductions. It is
not intended that the Developer will submit Title 24 energy calculations at this stage, but rather
the measures to be employed to achieve the necessary energy demand reductions. An illustrative
emissions reduction plan is attached hereto as Exhibit D. Prior to Final Map approval, the
Developer shall submit documentation to verify implementation of the approved GHG reduction
program to the satisfaction of the Community Development Director. Such documentation shall
include, but is not limited to:
               1)      Locations, specifications, dimensions, and capacities of all photovoltaic
systems;

               2)      Details of Title 24 energy calculations for all residential unit types;

              3)     Detailed calculations, methodologies, and assumptions demonstrating the
amount of carbon sequestration through tree plantings; and

               4)      Detailed calculations and implementation measures for any off-site GHG
reductions.

        C.       Architectural Diversity. Small Builder lots shall not be required in the Wildhorse
Ranch Project pursuant to City of Davis Municipal Code, Section 18.01.060(b). The intent of this
requirement is to encourage the development of architecturally diverse neighborhoods, with a
mix of housing types, densities, prices and rents and designs in each new development area. The
General Plan also includes goals, policies and actions (Urban Design) that promote design
standards for new single family residential development that create variability of lot sizes, floor
area ratios, setbacks, building height floor plans, and architectural styles/treatments within each
new development area. The Wildhorse Ranch Project would be consistent with these General
Plan goals and polices. The Wildhorse Ranch Project will provide a diverse, yet cohesive
neighborhood with complementary housing types, sizes, and elevations. The Developer shall
provide all of the following in the Wildhorse Ranch Project:

               1)      Detached single family dwellings

               2)      Attached single family dwellings (Town Homes)

               3)      Apartment Units

These units shall provide diverse elevations, as set forth in the Project Approvals. Such
elevations may be modified if necessary during the development of the Project, so long as the
diversity is maintained, and the modifications are approved by the City.

        D.    Fiscal Impacts. The Developer will pay applicable City Development Impacts
Fees and Residential Impact Fees that are generally applicable in the City and are in effect at the
time of payment. The payment of fees shall be paid at or prior to issuance of Certificate of
Occupancy for each residential unit.
       E.      Agricultural Land Preservation. Pursuant to Chapter 40A of the Davis Municipal
Code, the Developer shall dedicate to the City a Conservation Easement for the preservation of
Agricultural Land totaling 51.58 acres in a time, place, and manner consistent with the
provisions of Chapter 40A of the Davis Municipal Code. The location of the Easement Area and
content of the Conservation Easement shall be approved by the City.

        F.     Affordable Housing Plan. The Project shall comply with the City's Affordable
Housing requirements as contained in Section 18.05 of the Municipal Code, as provided in the
project's Affordable Housing Plan #2-05. As set forth in the Affordable Housing Plan,
Developer shall provide a total of thirty-eight (38) units of housing to be affordable to very low
and low income households. The affordable units will include, at a minimum, 15 units provided
for very low income households and 23 units provide for low income households, consistent with
code requirements. Prior to, or concurrently with, the first application for a tentative map for the
Project, the Developer shall submit to the City a complete application for design review and final
planned development permit for all 38 Affordable Housing Units. In addition, the Developer
shall submit, for city approval, the final affordable housing plan which shall include the Project
Individualized Affordable Housing Program. This final Plan and Program shall be consistent
with this Agreement and shall provide that the Developer is responsible for building the
affordable housing. The Developer shall submit to the City, prior to of concurrently with its
application for building permit(s) for the Affordable Housing Units, satisfactory evidence of
financing for the construction of the affordable housing units required for the project. At a
minimum this evidence may include proof of an allocation of tax credits from state and or federal
programs, and a letter of commitment from a lender providing any funding not otherwise
provided through the tax credits. The Developer may work with a non-profit housing provider in
the construction and operation and maintenance of this affordable housing, provided that the
Developer retains the responsibility for providing the affordable housing in the manner and
within the time frames set forth herein. Neither the Developer, nor any non-profit housing
provider working with the Developer, shall request any financial or other subsidies from the City
for the provision of this affordable housing. All 38 affordable units shall be ADA accessible,
including, without limitation, entrances, hallways, bedrooms, bathrooms and kitchens. To
achieve ADA accessibility for all 38 units, the units may need to be in one building, to allow for
elevators, and the design of the parking and view sheds may need to be modified. In addition, the
design may require that the two market rate units are not included in the final plan. The
Developer shall commence construction of the affordable units prior to the issuance of the
seventy-fifth (75th) market rate building permit. The Developer shall complete the construction
and obtain certificates of occupancies for all 38 affordable units prior to the issuance of the one
hundredth (100th) market rate building permit. The affordable housing units and site(s) shall be
subject to a regulatory agreement and affordable housing covenant providing for compliance
with the affordability requirements of the Affordable Housing Plan, including without limitation
the use of the site for affordable housing and the affordability requirements; the regulatory
agreement and the covenant shall be reviewed and approved by the City Attorney and shall be
recorded. The Developer understands and agrees that the regulatory agreement and affordable
housing covenant will run with the land and shall be in perpetuity, as provided in the Affordable
Housing Plan.

       G.     Common Area Maintenance. Developer shall cause to be established a Home
Owners Association ("HOA") or other non-City entity, to the satisfaction of the City Attorney, to
own and maintain non-public improvements within the Property, The improvements required to
be owned and maintained and repaired by the HOA shall include but not be limited to those
improvements designated by the City as part of the approval of the Tentative Map or the Final
Planned Development Permit. Such improvements shall be maintained and repaired in a
commercially acceptable manner and in a manner consistent with the Project Approvals.


Natural Habitat Area, and Paseos. The HOA shall own and be responsible for the maintenance
and repair of the Private Open Space in the Project, including the Natural Habitat Area, and the
Paseos. The Conditions, Covenants, and Restrictions for the Project (CC&R's) shall provide for
the HOA and this maintenance and repair obligation, which shall include the authority to assess
the property owners within the Project for the costs of performing these obligations. The
CC&R's shall expressly provide that, in the event that the HOA fails to perform these
maintenance responsibilities in a commercially acceptable manner and in a manner consistent
with the Project Approvals, in the opinion of the City of Davis, after notice to the HOA and the
right to cure, such notice and right to cure shall follow the terms and provisions of Section 300 of
this Agreement. The City has the right, but not the obligation, to enforce this maintenance and
repair obligation, including but not limited to the right to assess all property owners for these
costs and for any additional costs incurred by the City in enforcing these provisions of the
CC&R's, the right to collect such assessments in the same manner that the HOA has such right
and the right to conduct or contract for adequate maintenance and repair of these Areas.. These
sections of the CC&R's shall not be subject to amendment, modification or repeal without the
express written consent of the City Council. The Developer shall submit the CC&R's for the
Project to the City of Davis for review and approval by the City Attorney, prior to recordation of
the CC&R's. In addition, concurrently with the recordation of the first final map for the Project,
the Developer shall dedicate to the City a conservation easement, or other recorded instrument,
acceptable to the City and approved as to form by the City Attorney, that provides that the
Natural Habitat Area shall remain in permanent open space in perpetuity, and shall be used only
for those uses that are consistent with the uses specified in this Agreement and in the Project
Approvals. The conservation easement, or other instrument, shall be recorded concurrently with
the first final map for the project. In addition to all other requirements for the Natural Habitat
Area, the Developer shall construct a gathering place for children and adults within the Natural
Habitat Area, which shall be operated, maintained and repaired by the HOA.

[Sec. 202]      Development Timing. Developer shall be obligated to construct the
improvements and provide funding at the times set forth in this Agreement. Developer shall also
initiate and pursue development of the Project as set forth herein. The Parties acknowledge that
the most efficient and economic development of the Property depends on numerous factors, such
as market orientation and demand, interest rates, competition, and similar factors, and that
generally it will be most economically beneficial to the ultimate purchasers to have the rate of
development determined by Developer. Accordingly, the timing, sequencing, and phasing of the
development is solely the responsibility of Developer and, except as expressly set forth in this
Agreement and the Project Approvals, the City Council shall not impose, by ordinance,
resolution or otherwise, any restrictions on such timing, sequencing or phasing of development
within the Property.

       A.       Initial commencement of development. Developer may commence construction
of the Project at any time during the term of this Agreement in its sole and absolute discretion.
Development of the Project shall be consistent with phasing plan approved by the City as part of
the entitlements for the Project. Developer shall be required to complete the improvements in
each phase of the Project as provided in this Agreement, the Phasing Plan, and the Final Map
and Subdivision Improvement Agreement.

        B.      The Developer shall submit a phasing plan prior to, or concurrently with, the
application for a Tentative Map. The phasing plan shall set forth the phases for the project and
the public and private improvements required for each phase. The phasing plan shall also
provide for the phasing of construction of the market rate units. The phasing plan for the
construction of the market rate units shall be consistent with Davis Resolution Number 08-019,
Series 2008, which provides, among other things, for the one percent (1%) growth cap or any
applicable successor growth cap or growth restriction. The phasing plan shall take into
consideration the other approved developments within the City in determining the number of
units in this Project that may be constructed in any year. The purpose of the phasing plan for the
construction of the market rate units is to provide for measured and timely build-out of the
Project consistent with Resolution 08-019. The phasing plan shall be considered and approved,
or modified and approved, or disapproved by the City at the same time and by the same approval
body as the tentative map. Upon approval, the phasing map shall be a condition of the tentative
map and shall be binding on the Developer.


[Sec. 203]      Without limiting the foregoing, the landscaping of the Covell Greenstreet shall be
included on the improvement plans for Covell Boulevard and shall be constructed and completed
as part of these improvements. The Greenbelt area and the Urban Agricultural Transition Area
improvements shall be constructed and completed concurrently with the improvements adjacent
thereto, and shall be included on the improvement plans for the areas adjacent to these
improvements. If the project is developed in phases, the improvements to the Greenbelt area and
the Urban Agricultural Transition Area may also be developed and constructed in phases. The
Developer shall provide a performance bond for the completion of the particular Public Open
Space area as part of the final map being recorded for the particular area containing all or a part
of a Public Open Space feature. For the Private Open Space, the Developer shall grade the entire
Natural Habitat Area as part of the first phase for the Project, unless the tentative map conditions
provide otherwise. The Developer shall commence construction of the Natural Habitat Area not
later than one year after the issuance of the first building permit for a market rate home and shall
complete the construction of the Natural Habitat Area prior to issuance of the seventy-fifth (75th)
building permit issued for a market rate home. The Developer shall construct the landscaping
within the Paseos concurrently with the homes constructed fronting or adjacent to these areas.
The completion of the landscaping in these areas may be phased consistent with the construction
of the adjacent housing. The intent here is to ensure that the landscaping is complete at the time
new residents move in while protecting landscaping during the construction of the adjacent
homes. Rules, Regulations and Official Policies.

        A.     For the term of this Agreement, the rules, regulations, ordinances and official
policies governing the permitted uses of land, the density and intensity of use, design,
improvement and construction standards and specifications applicable to the development of the
Property, including the maximum height and size of proposed buildings, shall be those rules,
regulations and official policies in force on the effective date of this Agreement. Except as
otherwise provided in this Agreement, to the extent any future changes in the General Plan,
zoning codes or any future rules, ordinances, regulations or policies adopted by the City purport
to be applicable to the Property but are inconsistent with the terms and conditions of this
Agreement, the terms of this Agreement shall prevail, unless the parties mutually agree to amend
or modify this Agreement pursuant to Section 106 hereof. To the extent that any future changes
in the General Plan, zoning codes or any future rules, ordinances, regulations or policies adopted
by the City are applicable to the Property and are consistent with the terms and conditions of this
Agreement or are otherwise made applicable by other provisions of this Article 2, such future
changes in the General Plan, zoning codes or such future rules, ordinances, regulations or
policies shall be applicable to the Property.

                This section shall not preclude the application to development of the Property of
changes in City laws, regulations, plans or policies, the terms of which are specifically mandated
and required by changes in state or federal laws or regulations. In the event state or federal laws
or regulations enacted after the date of this Agreement or action by any governmental
jurisdiction other than the City prevent or preclude compliance with one or more provisions of
this Agreement or require changes in plans, maps or permits approved by the City, this
Agreement shall be modified, extended or suspended as may be necessary to comply with such
state or federal laws or regulations or the regulations of such other governmental jurisdiction.

        B.       To the extent that any actions of federal or state agencies (or actions of regional
and local agencies, including the City, required by federal or state agencies) have the effect of
preventing, delaying or modifying development of the Property, the City shall not in any manner
be liable for any such prevention, delay or modification of said development. The Developer is
required, at its cost and without cost to or obligation on the part of the City, to participate in such
regional or local programs and to be subject to such development restrictions as may be
necessary or appropriate by reason of such actions of federal or state agencies (or such actions of
regional and local agencies, including the City, required by federal or state agencies).

               Nothing herein shall be construed to limit the authority of the City to adopt and
apply codes, ordinances and regulations which have the legal effect of protecting persons or
property from conditions which create a health, safety or physical risk.

        C.     All Project construction and the improvement plans and final maps for the Project
shall comply with the rules, regulations and design guidelines in effect at the time the final
Planned Development Permit, improvement plan or final map is approved, whichever occurs
last. Unless otherwise expressly provided in this Agreement, all city ordinances, resolutions,
rules regulations and official policies governing the design and improvement and all construction
standards and specifications applicable to the Project shall be those in force and effect at the time
the applicable permit is granted. Ordinances, resolutions, rules, regulations and official policies
governing the design, improvement and construction standards and specifications applicable to
public improvements to be constructed by Developer shall be those in force and effect at the time
the applicable permit approval for the construction of such improvements is granted. If no
permit is required for the public improvements, the date of permit approval shall be the date the
improvement plans are approved by the City, or the date construction for the public
improvements is commenced, whichever occurs first. Notwithstanding any city ordinance,
regulation or rule to the contrary, construction activities for the Project shall be limited to the
hours of 7:00 a.m. to 5:00 p.m. Monday through Friday and 8:00 a.m. to 3:00 p.m. on Saturdays.
There shall be no construction activities on Sundays, federal holidays or after 12:00 p.m. on
December 24th.

        D.       The City's Middle Income Housing requirements, Municipal Code Chapter
18.06.000, are currently suspended; however, the City may at a future date determine to repeal
this suspension. The Developer understands and agrees that if the suspension is repealed prior to
the date that a tentative map is approved for any phase of the Project, the middle income
requirements shall apply to that phase and any other phase for which a tentative map after the
repeal of the suspension of the Middle Income requirements.

        E.      This Project shall be constructed in accordance with the provisions of the Uniform
Building, Mechanical, Plumbing, Electrical, and Fire Codes, city standard construction
specifications and details and title 24 of the California Code of Regulations, relating to Building
Standards, in effect at the time of approval of the appropriate building, grading, encroachment or
other construction permits for the Project. If no permits are required for the infrastructure
improvements, such improvements will be constructed in accordance with the provisions of the
codes delineated herein in effect at the start of construction of such infrastructure.

        F.     The parties intend that the provisions of this Agreement shall govern and control
as to the procedures and the terms and conditions applicable to the development of the Property
over any contrary or inconsistent provisions contained in Section 66498.1 et seq. of the
Government Code or any other State law now or hereafter enacted purporting to grant or vest
development rights based on land use entitlements (herein "Other Vesting Statute"). In
furtherance of this intent, and as a material inducement to the City to enter into this Agreement,
the Developer agrees that:

                1)     Notwithstanding any provisions to the contrary in any Other Vesting
Statute, this Agreement and the conditions and requirements of land use entitlements for the
Property obtained while this Agreement is in effect shall govern and control the Developer's
rights to develop the Property;
               2)      The Developer waives, for itself and its successors and assigns, the
benefits of any Other Vesting Statute insofar as they may be inconsistent or in conflict with the
terms and conditions of this Agreement and land use entitlements for the Property obtained while
this Agreement is in effect; and

               3)      The Developer will not make application for a land use entitlement under
any Other Vesting Statute insofar as said application or the granting of the land use entitlement
pursuant to said application would be inconsistent or in conflict with the terms and conditions of
this Agreement and prior land use entitlements obtained while this Agreement is in effect.

        G.     This section shall not be construed to limit the authority or obligation of the City
to hold necessary public hearings, to limit discretion of the City or any of its officers or officials
with regard to rules, regulations, ordinances, laws and entitlements of use which require the
exercise of discretion by the City or any of its officers or officials, provided that subsequent
discretionary actions shall not conflict with the terms and conditions of this Agreement.

       H.       Moratorium, Quotas, Restrictions or Other Growth Limitations. Subject to
applicable law relating to the vesting provisions of development agreements, the Developer and
the City intend that, except as otherwise provided herein, this Agreement shall vest the
Entitlements against subsequent City resolutions, ordinances, initiatives and referenda that
directly or indirectly limit the rate, timing, or sequencing of development, or prevent or conflict
with the permitted uses, density and intensity of uses as set forth in the Entitlements. The
Developer shall, to the extent allowed by the laws pertaining to development agreements, be
subject to any growth limitation ordinance, resolution, rule regulation or policy which is adopted
on a uniformly applied, City-wide or area-wide basis and directly concerns a public health or
safety issue, in which case the City shall treat the Developer in a uniform, equitable and
proportionate manner with all properties, public and private, which are impacted by that public
health or safety issue. By way of example only, an ordinance which precluded the issuance of a
building permit because the City had inadequate sewage treatment capacity to meet the demand
therefore (either City-wide or in a designated sub-area of the City) would directly concern a
public health issue under the terms of this paragraph and would support a denial of a building
permit within the property, so long as the City was also denying City-wide or area-wide all other
requests for building permits which require sewage treatment capacity, however, an attempt to
limit the issuance of building permits because of a general increase in traffic congestion levels in
the City would not directly concern a public health or safety issue under the terms of this
paragraph.
        I.      City Cooperation. The City agrees to cooperate with the Developer in securing all
permits which may be required by the City. In the event state or federal laws or regulations
enacted after this Agreement has been executed, or actions of any governmental jurisdiction,
prevent, delay or preclude compliance with one or more provisions of this Agreement, or require
changes in plans, maps or permits approved by the City, the parties agree that the provisions of
this Agreement shall be modified, extended or suspended as may be necessary to comply with
such state and federal laws or regulations or the regulations of other governmental jurisdictions.
Each party agrees to extend to the other its prompt and reasonable cooperation in so modifying
this Agreement or approved plans.

[Sec. 204]     Fees, Exactions, Conditions and Dedications.

       A.     Except as provided herein, Developer shall be obligated to pay only those fees, in
the amounts and/or with increases as set forth below, and make those dedications and
improvements prescribed in the Project Approvals and this Agreement and any Subsequent
Approvals.

              1)      Developer shall pay all City Development Impact Fees and Water and
Sewer Connection Fees applicable to the Project at or prior to issuance of Certificate of
Occupancy for each unit in the amounts in effect at the time of payment. Developer shall pay all
impact fees imposed by or on behalf of other public agencies, such as the school district or the
County of Yolo, in the amounts applicable to the Project on the date the fees are paid.

                2)     City may charge and Developer shall pay processing fees for land use
approvals, building permits, and other similar permits and entitlements which are in force and
effect on a citywide basic at the time the application is submitted for those permits, as permitted
pursuant to California Government Code section 66014 or its successor sections(s)

              3)    The Developer shall pay City Park In-lieu fees in effect on the date of
payment, or an amount to be determined by the City Subdivision Ordinance.

                4)      Concurrent with recordation of the Final Map, the developer shall record a
separate document entitled: "NOTICE OF CITY OF DAVIS FEES DUE PRIOR TO
OCCUPANCY" for each and every lot. Said document shall indicate those fees that are due
prior to the Certificate of Occupancy and close of escrow. Said document shall be reviewed and
approved by the City prior to recordation. As part of the Purchase Agreement for each and every
lot and/or unit, the Developer shall require that the buyer specifically acknowledge, in writing,
receipt of the above notice.
             5)     The Developer shall be obligated to provide all other Specific
Development Obligations described in Section 201, specifically paragraphs A through H.

                6)     Except as specifically permitted by this Agreement or mandated by state
or federal law, City shall not impose any additional capital facilities or development impact fees
or charges or require any additional dedications or improvements through the exercise of the
police power, with the following exception: (a) the City may impose reasonable additional fees,
charges, dedication requirements or improvement requirements as conditions of City's approval
of an amendment to the Project Approvals or this Agreement, which amendment is either
requested by the Developer or agreed to by the Developer; and (b) the City may apply
subsequently adopted development exactions to the Project if the exaction is applied uniformly
to development either throughout the city or with a defined area of benefit that includes the
Property if the subsequently adopted development exaction does not physically prevent
development of the Property for the uses and to the density and intensity of development set
forth in this Agreement. In the event that the subsequently adopted development exaction fulfills
the same purpose as an exaction or development impact fee required by this Agreement or by the
Project Approvals, the Developer shall receive a credit against the subsequently adopted
development exaction for fees already paid that fulfill the same purpose.

               7)     Compliance with Government Code section 66006. As required by
Government Code section 65865(e) for development agreements adopted after January 1, 2004,
the City will comply with the requirements of Government Code section 66006 pertaining to the
payment of fees for the development of the Property.

Article III:   Obligations of the Developer.

[Sec. 300]       Improvements. The Developer shall develop the Property in accordance with and
subject to the terms and conditions of this Agreement as described in Exhibit C, the Project
Approvals, and the subsequent discretionary approvals referred to in Section 201, if any, and any
amendments to the Project Approvals or this Agreement as, from time to time, may be approved
pursuant to this Agreement. The failure of the Developer to comply with any term or condition
of or fulfill any obligation of the Developer under this Agreement, the Project Approvals or the
subsequent discretionary approvals or any amendments to the Project Approvals or this
Agreement as may have been approved pursuant to this Agreement, shall constitute a default by
the Developer under this Agreement. Any such default shall be subject to cure by the Developer
as set forth in Section 400 hereof.
[Sec. 301]    Developer Obligations. Developer shall be responsible, at its sole cost and
expense, to make the contributions, improvements, dedications and conveyances set forth in this
Agreement, the Project Approvals, and the Specific Development Obligations.

[Sec. 302]     City's Good Faith in Processing. Developer and City shall comply with the time
frames set forth in the Subdivision Map Act, and, if applicable, the Permit Streamlining Act, for
the processing of parcel and final maps.

[Sec. 303]       Developer's Commitment to Transfer Land. Developer has voluntarily committed
to, and shall, transfer approximately twenty (20) feet of land on the west and north sides of the
project to each of abutting property(ies) whose owner(s) accept the land transfer. The Developer
shall provide for, and/or pay the costs of, mapping and surveying, grading of the transferring
property and replacement of fences. The Developer's obligation shall be subject to the
corresponding property owner's timely acceptance of the transfer and the property owner's
agreement to pay one time transaction costs and annual property taxes and assessments. The
Developer shall submit lot line adjustment application(s) for each transfer, which lot line
adjustment(s) shall be subject to the review and approval of the City, including all conditions of
approval that are associated with lot line applications under the City's ordinances, rules and
regulations. The lot line adjustments shall be submitted to the City concurrently with the
submittal of the application of a tentative map for the Project, The Tentative Map application
shall be deemed incomplete if the lot line adjustment applications are not submitted concurrently
with the tentative map application. At the time of submittal of the Tentative Map, the Developer
shall also provide a report to the City showing the contacts with each abutting property owner
and the property owner's response to the offer to transfer this property.

Article IV:    Default, Remedies, Termination.

[Sec. 400]      General Provisions. Subject to extensions of time by mutual consent in writing,
failure or unreasonable delay by either party to perform any term or provision of this Agreement
shall constitute a default. In the event of default or breach of any terms or conditions of this
Agreement, the party alleging such default or breach shall give the other party not less than
thirty (30) days notice in writing specifying the nature of the alleged default and the manner in
which said default may be satisfactorily cured. During any such thirty (30) day period, the party
charged shall not be considered in default for purposes of termination or institution of legal
proceedings.
       A.      After notice and expiration of the thirty (30) day period, if such default has not
been cured or is not being diligently cured in the manner set forth in the notice, the other party to
this Agreement may at its option:

                1)      terminate this Agreement, in which event neither party shall have any
further rights against or liability to the other with respect to this Agreement or the Property; or

               2)      institute legal or equitable action to cure, correct or remedy any default,
including but not limited to an action for specific performance of the terms of this Agreement;

        B.    Except as otherwise provided for in this Agreement, neither party be liable to the
other for money damages for any default or breach of this Agreement.

[Sec. 401]      Developer Default; Enforcement. No building permit shall be issued or building
permit application accepted for the building shell of any structure on the Property if the permit
applicant owns or controls any property subject to this Agreement and if such applicant or any
entity or person controlling such applicant is in default under the terms and conditions of this
Agreement unless such default is cured or this Agreement is terminated. The Developer shall
cause to be placed in any covenants, conditions and restrictions applicable to the Property, or in
any ground lease or conveyance thereof, express provision for an owner of the Property, lessee
or City acting separately or jointly to enforce the provisions of this Agreement and to recover
attorneys' fees and costs for such enforcement.

[Sec. 402]     Annual Review. The City Manager shall, at least every twelve (12) months
during the term of this Agreement, review the extent of good faith substantial compliance by
Developer with the terms and conditions of this Agreement. Such periodic review shall be
limited in scope to compliance with the terms and conditions of this Agreement pursuant to
California Government Code Section 65865.1.

        A.      The City Manager shall provide thirty (30) days prior written notice of such
periodic review to Developer. Such notice shall require Developer to demonstrate good faith
compliance with the terms and conditions of this Agreement and to provide such other
information as may be reasonably requested by the City Manager and deemed by him to be
required in order to ascertain compliance with this Agreement. Notice of such annual review
shall include the statement that any review may result in amendment or termination of this
Agreement. The costs of notice and related costs incurred by the City for the annual review
conducted by the City pursuant to this Section shall be borne by Developer.
        B.     If, following such review, the City Manager is not satisfied that Developer has
demonstrated good faith compliance with all the terms and conditions of this Agreement, or for
any other reason, the City Manager may refer the matter along with his or her recommendations
to the City Council.

        C.       Failure of the City to conduct an annual review shall not constitute a waiver by
the City of its rights to otherwise enforce the provisions of this Agreement nor shall Developer
have or assert any defense to such enforcement by reason of any such failure to conduct an
annual review.

[Sec. 403]      Enforced Delay, Extension of Times of Performance. In addition to specific
provisions of this Agreement, performance by either party hereunder shall not be deemed to be in
default where delays or defaults are due to war, insurrection, strikes, walkouts, riots, floods,
earthquakes, fires, casualties, acts of God, governmental entities, enactment of conflicting state
or federal laws or regulations, new or supplementary environmental regulation, litigation or
similar bases for excused performance. If written notice of such delay is given to the City within
thirty (30) days of the commencement of such delay, an extension of time for such cause shall be
granted in writing for the period of the enforced delay, or longer as may be mutually agreed
upon.

[Sec. 404]     Limitation of Legal Actions. In no event shall the City, or its officers, agents or
employees, be liable in damages for any breach or violation of this Agreement, it being expressly
understood and agreed that Developer's sole legal remedy for a breach or violation of this
Agreement by the City shall be a legal action in mandamus, specific performance or other
injunctive or declaratory relief to enforce the provisions of this Agreement.

[Sec. 405]      Applicable Law and Attorneys' Fees. This Agreement shall be construed and
enforced in accordance with the laws of the State of California. Developer acknowledges and
agrees that City has approved and entered into this Agreement in the sole exercise of its
legislative discretion and that the standard of review of the validity or meaning of this
Agreement shall be that accorded legislative acts of the City. Should any legal action be brought
by a party for breach of this Agreement or to enforce any provision herein, the prevailing party
of such action shall be entitled to reasonable attorneys' fees, court costs and such other costs as
may be fixed by the Court.
[Sec. 406]     Invalidity of Agreement.

       A.    If this Agreement shall be determined by a court to be invalid or unenforceable,
this Agreement shall automatically terminate as of the date of final entry of judgment.

        B.      If any provision of this Agreement shall be determined by a court to be invalid or
unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable
according to the terms of any law which becomes effective after the date of this Agreement and
either party in good faith determines that such provision is material to its entering into this
Agreement, either party may elect to terminate this Agreement as to all obligations then
remaining unperformed in accordance with the procedures set forth in Section 400, subject,
however, to the provisions of Section 410 hereof.

[Sec. 407]      Effect of Termination on Developer Obligations. Termination of this Agreement
shall not affect Developer's obligations to comply with the General Plan and the terms and
conditions of any and all land use entitlements approved with respect to the Property, nor shall it
affect any other covenants of Developer specified in this Agreement to continue after the
termination of this Agreement.

[Sec. 408]     Effect of Termination. If this Agreement is terminated following any event of
default by the Developer or for any other reason, such termination shall not affect the validity of
any building or improvement within the Property which is completed as of the date of
termination, provided that such building or improvement has been constructed pursuant to a
building permit issued by the City. Furthermore, no termination of this Agreement shall prevent
the Developer from completing and occupying any building or other improvement authorized
pursuant to a valid building permit previously issue by the City that is under construction at the
time of termination, provided that any such building or improvement is completed in accordance
with said building permit in effect at the time of such termination.

Article V:     Hold Harmless Agreement.

Developer hereby agrees to and shall hold the City, its elective and appointive boards,
commissions, officers, agents and employees harmless from any liability for damage or claims
for damage for personal injury, including death, as well as from claims for property damage,
which may arise from the Developer's or the Developer's contractors', subcontractors', agents' or
employees' operations under this Agreement, whether such operations be by the Developer, or by
any of the Developer's contractors, subcontractors, or by any one or more persons directly or
indirectly employed by or acting as agent for the Developer or any of the Developer's contractors
or subcontractors.

In the event of any legal action instituted by a third party or any governmental entity or official
arising out of the approval, execution or implementation of this Agreement (exclusive of any
such actions brought by Developer), Developer agrees to and shall cooperate fully and join in the
defense by the City of such action; provided, however, that the City and Developer shall each
bear their own respective costs, if any, arising from such defense. Such agreement by Developer
does not include any agreement to indemnify the City and its elective and appointive boards,
commissions, officers, agents and employees from any such legal actions.

Article VI:    Project as a Private Undertaking.

It is specifically understood and agreed by and between the parties hereto that the development
of the Property is a separately undertaken private development. No partnership, joint venture or
other association of any kind between Developer and the City is formed by this Agreement. The
only relationship between the City and Developer is that of a governmental entity regulating the
development of private property and the owner of such private property.

Article VII:   Consistency With General Plan.

The City hereby finds and determines that execution of this Agreement is in the best interest of
the public health, safety and general welfare and is consistent with the General Plan.

Article VIII: Notices.

All notices required by this Agreement shall be in writing and delivered in person or sent by
certified mail, postage prepaid, to the addresses of the parties as set forth below.

       Notice required to be given to the City shall be addressed as follows:

               City Manager
               City of Davis
               23 Russell Boulevard
               Davis CA 95616

       Notice required to be given to the Developer shall be addressed as follows:

               Masud Monfared
               Parlin Wildhorse LLC
               11354 White Rock Road
               Rancho Cordova, CA 95742
Either party may change the address stated herein by giving notice in writing to the other party,
and thereafter notices shall be addressed and transmitted to the new address.

Article IX:    Recordation.

When fully executed, this Agreement will be recorded in the official records of Yolo County,
California. Any amendments to this Agreement shall also be recorded in the official records of
Yolo County.

Article X:     Entire Agreement.

This Agreement is executed in duplicate originals, each of which is deemed to be an original.
This Agreement consists of _______ ( __ ) pages and _____ (__) exhibits which constitute the
entire understanding and agreement of the parties. Unless specifically stated to the contrary, the
reference to an exhibit by designated letter or number shall mean that the exhibit is made a part
of this Agreement. Said exhibits are identified as follows:

               Exhibit A:        Map and Legal Description of the Property
               Exhibit B-1:      Preliminary Site Plan
               Exhibit B-2       Private Open Space
               Exhibit B-3       Public Open Space
               Exhibit C:        Project Approvals and Development Standards
               Exhibit D.        Greenhouse Gas Mitigation Scenario
               Exhibit E.        Form Assignment and Assumption Agreement

        IN WITNESS WHEREOF, the City and the Developer have executed this Agreement as
of the date set forth above.
                                           CITY:
                                                   CITY OF DAVIS

                                                    By:
                                                          Ruth Uy Asmundson, Ph.D., Mayor
APPROVED AS TO FORM:
                                                    Attest:
                                                         Zoe S. Mirabile,CMC, City Clerk
Harriet Steiner, City Attorney
                                           DEVELOPER:
                                                   PARLIN WILDHORSE, LLC

                                                    By:
                                                             Masud Monfared, Manager
EXHIBIT A -- MAP AND LEGAL
       DESCRIPTION
                         LEGAL DESCRIPTION


THE LAND DESCRIBED HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF YOLO, CITY OF DAVIS, AND IS DESCRIBED AS FOLLOWS:

  PARCEL 2, PARCEL MAP NO. 4341, FILED JUNE 6, 1997 IN BOOK 12 OF
  PARCEL MAPS, PAGE 60, YOLO COUNTY RECORDS.


EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER
HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 FEET FROM THE
SURFACE OF SAID LAND, BUT WITHOUT THE RIGHT OF ENTRY UPON ANY
PORTION OF THE SURFACE ABOVE A DEPTH OF 500 FEET, AS RESERVED IN
THE DEED EXECUTED BY KENNETH SOUTHERN HAUSSLER, ET AL, RECORDED
SEPTEMBER 29, 1978 IN BOOK 1330 OF OFFICIAL RECORDS AT PAGE 279.

ASSESSOR'S PARCEL NUMBER: 071-140-11
     EXHIBIT B-1

CONCEPTUAL SITE PLAN
  EXHIBIT B-2

Private Open Space




  EXHIBIT B-3

Public Open Space
  EXHIBIT B-3

Public Open Space
                                          EXHIBIT C

                                   PROJECT APPROVALS

                             ORDINANCE NO.___________________


 AN ORDINANCE AMENDING SECTION 40.01.090 OF CHAPTER 40 OF THE CITY
OF DAVIS MUNICIPAL CODE TO REZONE APPROXIMATELY 25.8 GROSS ACRES
OF THE PARCEL LOCATED AT 3003, 3027, AND 3075 EAST COVELL BOULEVARD,
AT THE INTERSECTION OF EAST COVELL BOULEVARD AND MONARCH LANE
  FROM PLANNED DEVELOPMENT (P-D) #3-89 (HORSE RANCH) TO PLANNED
        DEVELOPMENT#4-05 (RESIDENTIAL AND OPEN SPACE USES)

     THE CITY COUNCIL OF THE CITY OF DAVIS DOES HEREBY ORDAIN AS
FOLLOWS:

TABLE OF CONTENTS

   SECTIONS
   1. Zoning Map Change
   2. Purpose
   3. Residential Medium Density
   4. Residential High Density (Single-family Attached)
   5. Residential High Density (Apartment predominantly Affordable Rental Units)
   6. Neighborhood Greenbelt
   7. Natural Habitat Area
   8. Urban Agricultural Transition Area
   9. Conditions of Approval
   10. Mitigation Measures
   11. Findings
   12. Effective Date

   EXHIBITS
   1. Site’s Zoning Map
   2. Mitigation Measures
   3. Measure J Project Features

SECTION 1.              Zoning Map Change
Section 40.01.090 (Zoning Map) of Chapter 40 of the Code of the City of Davis, as amended, is
hereby amended by changing the land use designation of the approximately 25.79 gross acres of the
parcel located at 3003, 3027, and 3075 East Covell Boulevard, at the intersection of East Covell
Boulevard and Monarch Lane, attached as Exhibit A, to Planned Development #4-05 (Residential
Single-family, and various Open Space uses).

SECTION 2.            Purpose
The purpose of Planned Development #4-05 is to establish a planned development district with the
base zones of Residential One-family and Residential High Density districts that principally will
allow residential uses. This Planned Development district:
    a. Provides for a portion of the city’s housing by providing lots suitable for single-family
        attached and detached homes of various sizes and designs, and rental affordable housing
        units,
    b. Stabilizes and protects the residential character of the district and the surrounding area, and
    c. Promotes and insures that the new residential uses will be in harmony with the existing
        neighborhood; and respect the privacy of adjacent homes through reasonable setbacks,
        architectural design and general landscaping plan.

SECTION 3. Residential Medium Density (Single-family residential)

A. Purpose.
   The purpose is to provide a mix of housing types within the Planned Development District
   and promote innovative medium-density, single-family attached and detached units and
   appurtenant uses in a suitable living environment. The provisions of Article 40.03,
   Residential One-family (R-1) District of the Zoning Chapter of the Municipal Code shall be
   used as a guide.

B. Principal Uses.
   The principal uses of land in this district shall be consistent with Sections 40.03.020
   (Residential One-family) district of the Zoning Ordinance, as it is written now and as it may
   be amended in the future.

C. Accessory Uses.
   The accessory uses of this district shall be consistent with the accessory uses in section
   40.03.030 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

D. Conditional Uses.
   The conditional uses of this district shall be consistent with the conditional uses in section
   40.03.040 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

E. Development Standards.
   The final planned development approval shall establish the final development standards for
   each lot. The development standards for this sub-area shall be based on the standards in
   Sections 40.03.050 and 40.03.060 of the Zoning Ordinance, as it is written now and as it may
   be amended in the future. The exceptions to the standards of Sections 40.03.050 and
   40.03.060 of the Zoning Ordinance shall be those approved at the time of the final planned
   development application stage by the Planning Commission.

F. Special Conditions.
   This sub-area shall comply with special conditions in Section 40.03.070 of the Zoning
   Ordinance, as it is written now and as it may be amended in the future, including conditions
   on Section 9 of this ordinance.

SECTION 4. Residential High Density (Single-family Attached)

A. Purpose.
   The purpose is to provide a mix of housing types within the Planned Development District
   and promote innovative high-density, attached single-family units and appurtenant uses in a
   suitable living environment. The goal is to stabilize and protect the residential character of
   the district, and to promote, insofar as is compatible with the intensity of land use, a suitable
   environment for family life while providing a dense infill project. The provisions of Article
   40.03, Residential One-family (R-1) District of the Zoning Chapter of the Municipal Code
   shall be used as a guide.

B. Principal Uses.
   The principal uses of land in this district shall be consistent with Sections 40.03.020
   (Residential One-family) district of the Zoning Ordinance, as it is written now and as it may
   be amended in the future, and shall also include townhomes, town houses and condominium
   homes.

C. Accessory Uses.
   The accessory uses of this district shall be consistent with the accessory uses in section
   40.03.030 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

D. Conditional Uses.
   The conditional uses of this district shall be consistent with the conditional uses in section
   40.03.040 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

E. Development Standards.
   The final planned development approval shall establish the final development standards for
   each lot, or condominium unit. The development standards for this sub-area shall be based
   on the standards in Sections 40.03.050 and 40.03.060 of the Zoning Ordinance, as it is
   written now and as it may be amended in the future. The exceptions to these zoning
   standards shall be those approved at the time of the final planned development application
   stage by the Planning Commission.

   Maximum building height shall not exceed three stories or thirty eight feet in height in this
   sub-area.

   Building Height at Southwestern Corner of Project. The two western-most units of the
   southwestern-most townhome building shall be a maximum of two stories, or thirty feet, in
   height.




                                                 35
F. Special Conditions.
   This sub-area shall comply with special conditions in Section 40.03.070 of the Zoning
   Ordinance, as it is written now and as it may be amended in the future, including conditions
   on Section 9 of this ordinance.

SECTION 5. Residential High Density (Affordable Rental Units)

A. Purpose.
   The purpose is to provide for high density, multiple dwelling unit housing complex and
   appurtenant uses in a suitable living environment. The goal is to stabilize and protect the
   residential character of the district, and to promote, insofar as is compatible with the intensity
   of land use, a suitable environment for family life. The provisions of Article 40.08,
   Residential High Density Apartment (R-HD) District of the Zoning Chapter of the Municipal
   Code shall be used as a guide.

B. Principal Uses.
   The principal uses of land in this district shall be consistent with Sections 40.08.020
   (Residential High Density Apartment) district of the Zoning Ordinance, as it is written now
   and as it may be amended in the future.

C. Accessory Uses.
   The accessory uses of this district shall be consistent with the accessory uses in section
   40.08.030 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

D. Conditional Uses.
   The conditional uses of this district shall be consistent with the conditional uses in section
   40.08.040 of the Zoning Ordinance, as it is written now and as it may be amended in the
   future.

E. Development Standards.
   The final planned development approval shall establish the final development standards for
   each lot. The development standards for this sub-area shall be consistent with the standards
   in Sections 40.09.050 and 40.09.060 of the Zoning Ordinance, as it is written now and as it
   may be amended in the future. The exceptions to these zoning standards shall be those
   approved at the time of the final planned development application stage by the Planning
   Commission.

   Maximum building height shall not exceed three stories or thirty eight feet in height in this
   sub-area.

F. Special Conditions.
   This sub-area shall comply with special conditions in Section 40.08.070 of the Zoning
   Ordinance, as it is written now and as it may be amended in the future, including conditions
   on Section 9 of this ordinance.
SECTION 6. Neighborhood Greenbelt

A. Purpose.
   The purpose of the Neighborhood Greenbelt is to provide safe and secure linear parkways
   and connectors close to residences as alternatives to biking or walking on streets.
   Neighborhood greenbelts connect to the Urban/Agricultural Transitional Area, greenstreets,
   parks, other open space network elements, activity centers and public facilities.

B. Principal Uses.
   Consistent with the 2001 General Plan, the greenbelt required and provided for this project
   pursuant to Policy LUA .5, may be developed with landscaping and trees, natural habitat
   areas, bikeways, benches, picnic areas, play structures, lighting, barbecue sites, play areas,
   open space meadow areas, horseshoe pits, and volleyball courts.

C. Special Conditions.
   The design of the greenbelt shall be consistent with current city policies and standards. The
   uses allowed within the greenbelt shall be at the discretion of the Parks and General Services
   Department upon consideration of overall city goals for the area.

SECTION 7. Natural Habitat Area

A. Purpose.
   The purpose of the Wildhorse Ranch Natural Habitat Area is to provide a private open space
   area planted in “orchard” style to accord additional buffer to the existing residential homes to
   the west from the new residential project, while providing a permanent landscaped open
   space area within the Planned development District to be maintained in perpetuity by the
   Homeowners Association established for the new subdivision. Unlike the 2001 General
   Plan, which intends for the Natural Habitat Area to preserve existing wildlife habitat and
   develop new wildlife habitat, this area is not primarily intended to preserve existing habitat
   and develop new wildlife habitat. The Wildhorse Ranch Natural Habitat Area is to serve as a
   buffer between the existing and new residential homes, while providing an enhanced natural
   open space feel to the development.

B. Principal Uses.
   The principal uses of this area shall be permanent open space; gathering place for children
   and adults; buffer space between the existing and new development; a nature “feel” for the
   new residents and adjacent neighbors; routing for stormwater quality swales; permanent
   private passive open space with walkways; or other similar uses. Structures, other than those
   associated with features and uses permitted such as structures for the gathering place, and
   residential homes are prohibited within this area.

C. Special Conditions.
   A design review approval shall be obtained for the final design of this area, prior to any
   improvement activities in this area. Other conditions that apply to this area are within
   Section 9 of this ordinance.




                                                37
   To address the potential concern that this area may not be maintained in good condition in
   perpetuity and all other private open space areas, the developer shall submit the CC&R
   document for the proposed subdivision to the City of Davis for review and approval, prior to
   recordation of the CC&R. The CC&R document shall explicitly give the City of Davis the
   right to enforce maintenance and ancillary costs obligation, which shall be the responsibility
   of the Homeowners Association (HOA) to be formed for the development project, in the
   event that the HOA fails to perform this responsibility effectively in the opinion of the City
   of Davis. The CC&R document shall contain a provision that requires that the CC&R shall
   not be changed, amended, or any portion of it deleted without the express consent of the City
   of Davis. See Section 9 Item #10 further requirement on this item. In addition, concurrently
   with the recordation of the first final map for the Project, the Developer shall dedicate to the
   City a conservation easement, or other recorded instrument, acceptable to the City and
   approved as to form by the City Attorney, that provides that the Natural Habitat Area shall
   remain in permanent open space in perpetuity, and shall be used only for those uses that are
   consistent with the uses specified in this Agreement and in the Project Approvals. The
   conservation easement, or other instrument, shall be recorded concurrently with the first final
   map for the project. In addition to all other requirements for the Natural Habitat Area, the
   Developer shall construct a gathering place for children and adults within the Natural Habitat
   Area, which shall be operated, maintained and repaired by the HOA.

SECTION 8. Urban Agriculture Transition Area

Purpose.
A. The purposes of the Urban Agricultural Transition Area are to 1) provide a buffer and
   minimize conflicts between urban and agricultural areas; 2) provide public open space, and
   3) define the planned urbanized edge of the city, as one of the many useful growth
   management tools.

Principal Uses.
B. The principal uses of this area are passive open space recreation, such as trails and bikeways,
    wildlife and habitat preservation, drainage ways, community gardens, plant stock portions of
    nurseries, agriculture.

Special Conditions.
C. Any improvement for this area shall be performed upon approval by the Parks and General
   Services Director. Other conditions that apply to this area are within Section 9 of this
   ordinance.

SECTION 9. Conditions

The following special requirements are placed on the uses in this P-D district:

1. Affordable Housing.

   Section 40.22.010 (purpose of P-D district) of the Zoning Ordinance contains criteria upon
   which a P-D district shall be judged to include provision of a mix of housing styles and costs;
   provision of sound housing for persons of low, moderate and high income levels, and
   creative approaches in the development of the land. This section is consistent with many
   other General Plan policies regarding provision of varied housing prices for all income
   levels. Therefore to assure that the proposed P-D district complies with the requirements, the
   following conditions are imposed on the P-D District:

      i.   Given that no middle-income housing requirement is placed on the project at this
           time, should the development of the project is delayed to the extent that the middle-
           income housing requirements become in effect again, the applicant shall comply with
           the middle-income housing requirement consistent with the Development Agreement
           terms regarding this item and the city code at that time. Any future middle-income
           lots required of the project at that time may be developed as attached or detached
           units.
     ii.   Development standards for the affordable lot shall be established as part of the Final
           Planned Development application. Modifications to allow for innovations, or
           appealing, or improved architectural and subdivision design may be approved as a
           Minor Modification consistent with Section 40.27.080(b)(9) of the Zoning Ordinance
           after the initial design review approval for the units as long as it does not contradict
           the identified features of Measure J.
    iii.   A project individualized affordable housing Plan approval shall be obtained from the
           city prior to any construction activities occurring on the site. The affordable units
           may be rental units consistent with city code.
     iv.   The Developer shall disclose, in writing, to all prospective buyers within the
           subdivision the following: a) the location of the affordable housing site within the
           subdivision, b) that the affordable housing will be a multi-family rental complex, and
           c) that the buildings for the affordable units will be three stories and 38 feet in height.
     v.    Children’s play areas/usable open space. Upon design review of affordable housing
           component, Planning Commission shall evaluate the adequacy of children’s play
           areas.

2. Accessibility in Affordable Housing. All 38 affordable units shall be ADA accessible. Final
   details will be provided with the submittal of the project’s final affordable housing plan, as
   part of the tentative map review process. ADA accessibility shall include but not be limited
   to, entrances, hallways, bedrooms, bathrooms and kitchens. To achieve ADA accessibility for
   all 38 units, the units may need to be in one building, to allow for elevators, and the design of
   the parking and view sheds may need to be modified. In addition, the design may require that
   the two market rate units are not included in the final plan.

3. Design Review. Given the cluster nature of the proposed project, and to assure provision of
   quality architecture and materials, the developer shall submit for review and approval, a
   design review application for the entire development project, excluding the affordable
   housing project and the Natural Habitat Area that will have their separate design review
   applications. The homes on the single-family lots and their design review will address items
   that include but not limited to the following:




                                                 39
   Front Yard. The front elevations that will be substantially differentiated for most of the lots,
   such as front porches and recessed garages, or garages not dominating the building front
   elevations, while ensuring that quality building materials are used in the subdivision. Front
   yard setbacks may be varied to create an interesting streetscape. Careful placement of
   buildings and upper-story windows and balconies shall be incorporated in order to protect
   privacy of bedrooms, interior leaving areas on adjacent properties, etc. The roof materials
   shall provide interest in terms of shape, color and texture. Garage doors shall be of designs
   and details that provide interest rather than monotonous surface appearance.

   Drought Tolerant Landscaping. The applicant/developer shall include drought tolerant
   landscaping feature to the front yard landscaping of each lot within the subdivision. The
   xeriscape features shall be beyond the requirements of the city landscaping ordinance. The
   xeriscape concept to be used on each lot shall be submitted for review and approval of
   Planning and Building Director prior to filing for building permit for the lot. Plant species to
   be used in the xeriscape shall include predominantly drought tolerant species. At the very
   minimum, 50% of the front yard landscaping shall consists of xeriscape materials. The
   master developer shall submit to Community Development director or her designee a master
   and typical front yard landscape concept to be used as a guide for each lot in the subdivision.

   Private Open Spaces. All private open space areas within the subdivision shall include
   drought tolerant plant species where feasible.

   Garages. Consistent with the General Plan Standard UD 1.1c, garages of homes within this
   project shall be subordinate in visual importance to the house itself, especially the entry.

4. Sound Walls. Consistent with the General Plan Policy NOISE 1.2, sounds walls shall be
   discouraged whenever alternative mitigation measures are feasible.

5. Construction Time. Notwithstanding any city ordinance, regulation or rule to the contrary,
   construction activities for the Project shall be limited to the hours of 7:00 a.m. to 5:00 p.m.
   Monday through Friday and 8:00 a.m. to 3:00 p.m. on Saturdays. There shall be no
   construction activities on Sundays, federal holidays or after 12:00 p.m. on December 24th.

6. Public Services. Consistent with the General Plan Standard LU 1.7n, occupancy of the
   project shall not be allowed until all necessary public services, including water mains and
   service, fire hydrants and roads or other improved access meeting City standards, are in
   place.

7. CFD. Prior to the recordation of the first phase final subdivision map, Developer shall
   request the City establish a community facilities district and/or other such district(s) or
   financing program(s) including without limitation, a community facility district pursuant to
   Government Code Sections 53311 et seq, appropriate to fund the project’s fair share of the
   below listed land based funding programs. The district(s) shall be used only to provide funds
   for the project’s fair share of the following items:
   (a)     Police protection services, including equipment, maintenance, personnel and
           operations; and
   (b)     Fire protection and suppression services and emergency medical (paramedic)
           services, including equipment, maintenance, personnel and operations.

   Funds generated by such district(s) or financing mechanism(s) shall not be used for capital
   improvements or purchases of any equipment having a depreciation period of greater than
   five (5) years, except for items specifically listed above. In no case shall the tax or other levy
   on any parcel within the project for items (a), and (b), above exceed $300.00 per year (in
   2009 dollars) plus 3% per year for each year after the approval of the this Development
   Agreement.

8. Taller Buildings. Consistent with the General Plan Standard UD 2.3b, taller buildings shall
   be stepped back at upper levels in areas with a relatively smaller-scale character.

   Building Height at Southwestern Corner of Project. The two western-most units of the
   southwestern-most townhome building shall be a maximum of two stories, or thirty feet, in
   height.

9. Edges of Urban Development. Consistent with the General Plan Standard AG 3.1a, tree rows
   or other windbreaks shall be required in buffers on the edges of urban development and in
   other areas as appropriate to reduce soil erosion.

10. Green Building. The approved project, at building permit stage, shall comply with Green
    Building Ordinance, as it is written now and as amended in the future.

11. Greenhouse Gas Emissions. The developer has submitted an energy and GHG emissions
    reduction plan that states the project shall reduce its Green House Gas emissions by 90%
    from the base line of 5.5 metric tons per unit standard established by the City of Davis in its
    Resolution #09-043 regarding Green House Gas reductions. The developer shall comply
    with the greenhouse gas emissions standards established in the Development Agreement.
    Concurrently with the Tentative Map application the Developer shall submit a GHG
    reduction program identifying specific measures to be implemented within each land use sub-
    area, subject to review and approval by the Planning Commission. This submittal shall
    provide general descriptions of the measure and associated Green House Gas emission
    reductions. It is not intended that the Developer will submit Title 24 energy calculations at
    this stage, but rather the measures to be employed to achieve the necessary energy demand
    reductions. Prior to Final Map approval, the Developer shall submit documentation to verify
    implementation of the approved GHG reduction program to the satisfaction of the
    Community Development Director. Such documentation shall include, but is not limited to,
    the following:

   a. Locations, specifications, dimensions, and capacities of all photovoltaic systems;

   b. Details of Title 24 energy calculations for all residential unit types; and




                                                 41
   c. Detailed calculations, methodologies, and assumptions demonstrating the amount of
      carbon sequestration through tree plantings.


12. Mitigation Measures. The applicant/developer shall comply with all mitigation measures
    identified in the certified Wildhorse Ranch final EIR (SCH #2007072020). Failure to
    comply with the mitigation measures shall be deemed a zoning violation.

13. Common Area Maintenance. Developer shall cause to be established a Home Owners
    Association (“HOA”) or other non-City entity, to the satisfaction of the City Attorney, to
    own and maintain non-public improvements within the Property. The improvements
    required to be owned and maintained and repaired by the HOA shall include but not be
    limited to those improvements designated by the City as part of the approval of the Tentative
    Map or the Final Planned Development Permit. Such improvements shall be maintained and
    repaired in a commercially acceptable manner and in a manner consistent with the Project
    Approvals.

14. Indemnification. The applicant/developer shall defend, indemnify, and hold harmless the
    City of Davis, its officers, employees, or agents to attack, set aside, void, or annul any
    approval or condition of approval of the City of Davis concerning this approval, including
    but not limited to any approval of condition of approval of the City Council, Planning
    Commission or Planning Director. The City shall promptly notify the applicant of any claim,
    action, or proceeding concerning the project and the City shall cooperate fully in the defense
    of the matter. The City reserves the right, at its own option, to choose its own attorney to
    represent the City, its officers, employees and agents in the defense of the matter.

15. Fire Items. Given the nature of the proposed project, which has defined concepts that may
    form the basis for the future development of the site with homes, the following fire
    conditions shall be met at the appropriate stages of the project development:

   A. All buildings are to be addressed to the street the front door faces. Townhouses shall
      have the number posted on both sides of the building (front and back). Each dwelling
      unit must have an identifiable “front” door which is a reasonably apparent connection to
      the street to which the dwelling unit is addressed (i.e. no dwelling units addressed to a
      green belt or alley) in accordance with Section 505.1 California Fire Code, 2007 edition.
      Additional signage is required to adequately direct emergency services to the dwelling
      unit. Additional address signage to be determined when architectural plans are
      submitted.
   B. Buildings more than two stories require a street width equal to or greater than 20 feet. If
      parallel parking is allowed on one side add 8 ft to the street width. If parallel parking is
      allowed on both sides add 16ft to the width.
   C. A second fire access road is required to have a 20 foot unobstructed width, in accordance
      with Section 503.1.2 with the California Fire Code, 2007 edition. Two access points shall
      be provided to the subdivision, separated by at least one half the longest diagonal
      dimension of the property, drawn as a straight line, in accordance with D104 of the
      California Building Code, 2007 edition. Fire apparatus roads shall be designed and
      maintained to support the imposed loads of apparatus and shall be surfaced to provide all-
     weather driving in accordance with Section 503.2.3 California Fire Code, 2007 edition.
     The curve in this fire access road shall be widened so that two vehicles can pass. The
     bollards in this location shall also be approved by the Fire Department for removal with
     speed and reliability. A temporary secondary access in the “view lot” off of Caravaggio
     Drive must meet the requirements stated herein.
D.   Portions of Section H have been widened to 24 feet; this will allow parking on one side
     of the street. Parking is not permitted on the two entrance streets; street sections A and
     B. The Fire Department’s emergency operations require a minimum width, plus parking
     for operations. If an 8ft wide vehicle is permitted to parallel-park; then width for parallel
     parking is 8 feet wide plus the Fire Department’s emergency width.
E.   Townhouses and apartment complexes are required to have a NFPA 13 or 13R automatic
     sprinkler system installed in accordance with Section 903.2.7 of the California Building
     Code, 2007 edition and the Davis Municipal Code amendments.
F.   The existing fire hydrants shall be removed by the developer. At least eleven new
     hydrants will be required in this subdivision.
G.   Streets which provide access to buildings more than two stories tall shall not be narrower
     than 20 feet, in accordance with Section 530.2 of the California Fire Code, 2007 Edition.
     A “fire apparatus road” is defined in the California Fire Code as a road that provides fire
     apparatus access from a fire station to a facility, building or portion thereof. This is a
     general term inclusive of names such as fire lane, public street, private street, parking lot
     lane and access way. There are three sections required to be 20 feet wide that are labeled
     "Section ‘E”. An unobstructed vertical clearance of not less than 13 feet 6 inches must be
     maintained over fire apparatus roads, in accordance with Section 503.2.1 of the
     California Fire Code, 2007 edition.
H.   Section C, the street is required to be 36 feet wide (back of curb to back of curb) when
     parking is permitted on both sides of the street. Section I, the street is required to be 28
     feet wide (back of curb to back of curb) when parking is permitted on one side of the
     street. The walkways from the street to the front doors shall remain unobstructed. This
     applies to townhouses and single family dwelling units.
I.   No Fence or similar barrier shall be allowed to be installed between the front door and the
     street to which it is addressed for all townhouses and single-family detached units. All
     walkways from the street to the front doors of townhouses and single-family detached
     units shall remain unobstructed at all times. This requirement shall be integrated into the
     home owner's association documents. Failure to comply shall be deemed a zoning and
     fire code violation and treated as such.
J.   This project is to have parking enforcement 24 hours a day, seven days a week. The city
     does not enforce parking violation on private roadways. Therefore, a statement
     addressing the vehicle parking obstructing to fire access lanes must be provided to
     indicate, how parking requirements will be maintained. The no parking plan and its
     enforcement mechanism for “no parking” shall be submitted to the Fire Department for
     review and approval concurrent with the Tentative Map application.
K.   The floor plans provided to the Fire Department in December of 2008, are not the floor
     plans that would be used for the single family dwelling units.
L.   Due to the unique site plan and layout of the homes, the project team is encouraged to
     coordinate street names and address sequencing with the Public Works department so as
     to articulate potential problems now. Due to complexity of the subdivision plan, the Fire



                                              43
      Department will also review dwelling addressing, assuring coordination with a front door
      and the street it is addressed.
   M. The Fire Department did not specify the exact location of a second fire access road. The
      secondary fire access is necessary and must meet conditions set herein.
   N. The single family dwelling unit front doors are not in an acceptable location for
      emergency access. The following dwelling units do not have a “front” door reasonably
      connected to the street in which they are addressed: 204, 207, 208, 211, 212, 215, 216,
      219, 220, 223, 404, 407,408, 411, 412, 415, 416, 419, 420, 423, 424, 427, 429, 431, 526,
      527, 528, 529, 605, 609, 613, 617, 623, 627, 631. The following combinations are
      acceptable emergency access to the single family dwelling unit listed herein:
         i. Remove the parking from the end of Section G; and add a walkway connecting
             the front door to the lane.
        ii. Add 10 feet to the end of Section G and slide the parking to the end of the lane;
             and provide a door next to the garage.
       iii. Park parallel to the house (long axis side) on the north side or the south side of the
             house depending on orientation on the map.

16. Public Improvement Items. Given the nature the proposed project, it becomes necessary to
    identify areas of public improvements to be addressed as the project development and
    entitlement applications proceed beyond the current stage.

   A. 20’ Land Transfer. Developer has voluntarily committed to, and shall, transfer
      approximately twenty (20) feet of land on the west and north sides of the project to each
      of abutting property(ies) whose owner(s) accept the land transfer. The Developer shall
      provide for, and/or pay the costs of, mapping and surveying, grading of the transferring
      property and replacement of fences. The Developer's obligation shall be subject to the
      corresponding property owner's timely acceptance of the transfer and the property
      owner's agreement to pay one time transaction costs and annual property taxes and
      assessments. The Developer shall submit lot line adjustment application(s) for each
      transfer, which lot line adjustment(s) shall be subject to the review and approval of the
      City, including all conditions of approval that are associated with lot line applications
      under the City's ordinances, rules and regulations. The lot line adjustments shall be
      submitted to the City concurrently with the submittal of the application of a tentative map
      for the Project, The Tentative Map application shall be deemed incomplete if the lot line
      adjustment applications are not submitted concurrently with the tentative map
      application. At the time of submittal of the Tentative Map, the Developer shall also
      provide a report to the City showing the contacts with each abutting property owner and
      the property owner's response to the offer to transfer this property.
   B. Provision of Right of Way Improvements. The design and construction of all public
      improvements to serve the subdivision shall be subject to the review and approval of the
      City Engineer.
   C. Orchard. At the time of tentative map and final planned development applications
      submittal, the applicant shall submit details as to the nature, proposed ownership,
      maintenance, materials, alignment and widths of pathways, and operational manual for
      the orchard area (i.e., Natural Habitat Area) for City review and approval.
   D. Public Streets. All public streets shall be designed for a 40 year design life.
   E. Tree Protection Plan. Prior to determination that an application is complete for the
      Tentative Map, or the commencement of any grading activity, whichever occurs first, the
      applicant shall submit for review and approval the proposed tree protection plan to the
      Urban Forest Manager/Arborist. Applicant shall be responsible for the design and
      construction of the greenbelt improvements. The greenbelt improvements shall be
      completed to the satisfaction of the Parks & General Services Superintendent/Director
      and/or City Engineer prior to issuance of the first Certificate of Occupancy for any lot
      within the subdivision. The greenbelt design shall incorporate native and drought
      tolerant plants and xeriscape design concepts with interpretative signage and should
      provide an appropriate design transition from the orchard landscaping to the greenbelt to
      the satisfaction of the Parks & General Services Superintendent/Director. The final
      greenbelt and landscaping plans shall be submitted concurrently with the Tentative Map
      application and subdivision improvement plan submittal and shall be subject to the
      review and approval of the City Engineer and Parks and General Services
      Superintendent, prior to recordation of any Final Map.
   F. Parkland Dedication & Fees. The applicant shall comply with Section 36.08.040 of
      Davis Municipal Code as it relates to Parkland Dedication. The park in-lieu fees will be
      used to acquire park land as needed in other parts of the community with specific
      locations being developed as part of the Parks and Facilities Master Plan update.
   G. Site Grading. No site grading, or any on-site demolition or earth moving shall occur
      prior to the determination that an application is complete for the Tentative Map and a tree
      modification permit has been obtained. This can be obtained online at:
      http://www.cityofdavis.org/pcs/trees/pdfs/tree-modification-rev04-08.pdf
   H. City Street/Greenbelt Trees. The developer shall provide an updated list of tree species
      for the street and greenbelt trees to be planted. Location of street tree easements and tree
      selection shall be subject to review and approval by Parks and General Services prior to
      recordation of Final Map. Pursuant to the applicable provisions of the City of Davis Tree
      Planting, Preservation and Protection Ordinance, in-lieu fees shall be paid for each single
      family lot that does not contain a street tree. Section 37.10.020 of the Municipal defines
      a street tree, as “...any tree planted and/or maintained by the city, or recorded as a street
      tree, adjacent to a street or within a city easement or right-of-way on private property,
      within the street tree easement.”

SECTION 10.                   Mitigation Measures
The Planned Development District is subject to the mitigation measures in the environmental
impact report (SCH #2007072020) certified for this project and other standard mitigation
measures not specifically identified in the FEIR. The Mitigation Measures are provided in
Exhibit B of this Planned Development ordinance.

SECTION 11.                  Findings

The City Council hereby finds as follows:

1. Find that the proposed rezoning and preliminary planned development, with adoption of the
   proposed General Plan amendment, will comply with the General Plan that will now
   designate the subject site Residential High Density, Residential Medium Density,



                                                45
   Neighborhood Greenbelt, Natural Habitat Area, and Urban Agricultural Transition Area,
   thereby allowing a range of 9.72 to 20.83 units per net acre. This allows for a consistent land
   use designation and zoning for the parcel, which would facilitate the development of the
   proposed project.

2. Find that the proposed project, with the adoption of the proposed rezone, will be consistent
   with the Zoning Ordinance, as the purpose of the planned development district is to allow
   diversification in the relationship of various buildings and structures and provide relief from
   the rigid standards of conventional zoning in order to allow for new and compatible housing
   development with surrounding residential uses. The proposed project will provide for an
   integrated and harmonious residential environment and creative relationship with adjacent
   residential uses by utilizing various open space buffer that allow for and encourage separate
   neighborhoods and architectural variation between the existing residential and proposed
   residential neighborhood, while maintaining the residential character within the area. It will
   allow for and encourage architectural variation while maintaining the residential character
   within the area.

3. Find that public necessity, convenience and general welfare require adoption of the proposed
   amendment, given that the project is an infill project that will address the housing needs of
   the city.

4. Find that Environmental Impact Report (EIR, SCH #2007072020) prepared for this project,
   and certified by Council on July 28, 2009 adequately addressed all the impacts associated
   with the project, providing mitigation measures and overriding of unavoidable impacts. No
   further environmental review is necessary.

5. Find that the proposed project will constitute a residential environment of sustained
   desirability and stability in harmony with the character of the surrounding neighborhood.


SECTION 12.                   EFFECTIVE DATE

This ordinance shall become effective following approval by the voters voting on the General
Plan Amendment and baseline project features pursuant to "Measure J."

       INTRODUCED ON September 15, 2009, and PASSED AND ADOPTED on _______,
2009 by the following vote:

AYES:
NOES:
                                                Ruth Uy Asmundson, Ph.D.
                                                Mayor
ATTEST:

Zoe S. Mirabile, CMC
City Clerk
Attachments
1. Exhibit A, P-D Zoning Map
2. Exhibit B, EIR SCH #2007072020 Mitigation Measures
3. Measure J Project Features



Exhibits
A. P-D Zoning Land Use map
B. EIR SCH #2007072020 Mitigation Measures
C. Measure J Features




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Exhibit A – Zoning Land Use Map of the subject property
                                  EXHIBIT B -- EIR SCH #2007072020 Mitigation Measures & Monitoring Plan
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                                                             4.1 Land Use and Agricultural Resources
4.1-3         Loss of prime agricultural                                                                           City Council    Prior to recordation
                                               4.1-3      The project applicant shall set aside in perpetuity
              land.                                                                                                                of final map(s)
                                                          active agricultural acreage at a minimum ratio of
                                                          2:1 based on the total project footprint of 25.79
                                                          acres, through granting a farmland conservation
                                                          easement, a farmland deed restriction, or other
                                                          farmland conservation mechanism to or for the
                                                          benefit of the City and/or a qualifying entity
                                                          approved by the City. The mitigation acreage shall
                                                          be set aside prior to recordation of the final map(s).
                                                          The location and amount of active agricultural
                                                          acreage for the proposed project would be subject
                                                          to the review and approval of the City Council.

4.1-4         Incompatibilities between        4.1-4(a)   Consistent with Action AG 1.1(g) of the General          Community       Language of
              future residential uses on the              Plan and the Davis Right-to-Farm Ordinance, the          Development     disclosure prior to
              project site and surrounding                applicant/developer shall inform and provide             Department      recording of final
              uses.                                       recorded notice to prospective buyers within 1,000                       maps with signature
                                                          feet of agricultural land in writing and prior to                        of each prospective
                                                          purchase, as prescribed by the City’s Right to Farm                      property owner at
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                        Ordinance, about existing and on-going                                time of sale
                        agricultural activities in the immediate area in the
                        form of a disclosure statement. The notifications
                        shall disclose that Davis and Yolo County are
                        agricultural areas and residents of the property may
                        be subject to inconvenience or discomfort arising
                        from the use of agricultural chemicals, and from
                        pursuit of agricultural operations, including, but
                        not limited to cultivation, irrigation, plowing,
                        spraying, aerial application, pruning, harvesting,
                        crop protection, and agricultural burning which
                        occasionally generate dust, smoke, noise, and odor.
                        The language and format of such notification shall
                        be reviewed and approved by the Community
                        Development Director prior to recording final
                        maps. Each disclosure statement shall be
                        acknowledged with the signature of each
                        prospective property owner.

             4.1-4(b)   Prior to the use of pesticides on the orchard, the
                        Home Owner’s Association and contractor(s) shall
                        obtain a permit and comply with all regulations                       Prior to the use of
                        from the Yolo County Agricultural Commissioner.        Yolo County    pesticides on the
                        In addition, signage shall be posted at the            Agricultural   orchard
                        perimeter of the orchard notifying the public that     Commissioner
                        pesticides have been recently applied. The signage
                        shall remain posted for the appropriate length, as
                        determined during the permit process.
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                                            4.1-4(c)   Prior to recordation of final map(s), in the event
                                                       the Davis Sports Park is constructed adjacent and
                                                       east of the proposed project, the applicant shall
                                                       prepare and submit a disclosure statement for the
                                                       review and approval of the Community                                   Prior to recording of
                                                       Development Director which shall disclose the          Community       final maps if Davis
                                                       operations associated with the Davis Sports Park       Development     Sports Park is
                                                       Project which will include ballfield lights, weekly    Department      constructed adjacent
                                                       games, tournaments etc. Language shall be                              to the site
                                                       included on the final map(s) to ensure that the
                                                       disclosure of the Sports Park runs with the land,
                                                       and is therefore provided to all prospective buyers
                                                       of property.
4.1-5         Long-term impacts to Prime    4.1-5      Implement Mitigation Measure 4.1-3.                    N/A             N/A
              Farmland from the proposed
              project in combination with
              existing and future
              developments in the Davis
              area.
                                                              4.3 Transportation and Circulation
4.3-2         Impacts related to the        4.3-2      Prior to approval of the Tentative Map, the project    City Engineer   Prior to approval of
              provision of efficient site              applicant shall ensure that the following items are                    the Tentative Map
              access and circulation.                  incorporated into the project design, for the review
                                                       and approval by the City Engineer:

                                                       •   Provision of adequate sight distance at both
                                                           project access intersections, by setting back
                                                           any barrier walls far enough from the curb,



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                                                          and by ensuring that existing and new
                                                          plantings do not obstruct drivers’ views;
                                                     • Design of the internal roadways to meet City
                                                          standards, and inclusion of internal traffic
                                                          calming elements as may be determined to be
                                                          necessary, subject to the review and approval
                                                          of the City Engineer; and
                                                     • Provision of traffic control devices, if and
                                                          where needed in the internal roadway system,
                                                          based on an analysis of the internal traffic
                                                          turning movements to be prepared when the
                                                          project design is more detailed.
4.3-3         Impacts related to             4.3-3   Prior to approval of the Tentative Map, the project     City Engineer   Prior to approval of
              pedestrian and bicycle                 applicant shall ensure that the pathway and                             the Tentative Map
              access and circulation.                sidewalk network meets ADA accessibility
                                                     requirements, subject to the review and approval
                                                     by the City Engineer.
4.3-5         Impacts to traffic flow from   4.3-5   Prior to any on-site construction activities, the       City Engineer   Prior to any on-site
              construction traffic                   project applicant shall prepare a Construction                          construction
              associated with grading and            Traffic Management Plan subject to the review and
              development of the project             approval by the City Engineer. The Construction
              site.                                  Traffic Management Plan shall include all
                                                     measures for temporary traffic control, temporary
                                                     signage and striping, location points for ingress
                                                     and egress of construction vehicles, haul routes,
                                                     staging areas, and shall provide for the timing of
                                                     construction activity that appropriately limits hours
                                                     during which large construction equipment may be
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                                                    brought onto or taken off of the site.
4.3-6         Cumulative impacts            4.3-6   Prior to the issuance of building permits, or such      Public Works      Prior to issuance of
              regarding the deterioration           other time as may be approved at the time of            Department        building permits
              of the Second Street / Mace           Tentative Map, the project applicant shall pay a
              Boulevard intersection LOS.           fair share fee, as determined by the City Public
                                                    Works Department, for improvements to the
                                                    intersection of Second Street and Mace Boulevard;
                                                    these improvements may include, but are not
                                                    necessarily limited to: construction of a second
                                                    left-turn lane on the northbound approach to the
                                                    intersection of Second Street and Mace Boulevard,
                                                    re-striping of the eastbound through lane to a
                                                    shared through-left turn lane, and modification of
                                                    the signal phasing to allow eastbound and
                                                    westbound split phasing.
                                                                       4.4 Air Quality
4.4-1         Exhaust emissions and 4.4-1           Prior to commencement of any ground disturbing          City Engineer     Prior to ground
              fugitive dust emissions from          activities, the applicant shall submit a dust control                     disturbing activities
              project-associated                    plan to the City Engineer and the Yolo-Solano Air       Yolo-Solano Air
              construction activities.              Quality Management District and the dust control        Quality
                                                    plan shall be approved by the Yolo-Solano Air           Management
                                                    Quality Management District. This plan shall            District
                                                    ensure that adequate dust controls are
                                                    implemented during all phases of project
                                                    construction. The dust control best management
                                                    practices (BMPs) shall include but are not
                                                    necessarily limited to the following:




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             •   Apply nontoxic soil stabilizers according to
                 manufacturer’s specifications to all inactive
                 construction areas (previously graded areas
                 inactive for ten days or more);
             •   Reestablish ground cover in disturbed areas
                 quickly;
             •   Water recently disturbed construction areas
                 (ground disturbed within 10 days) at least
                 twice daily to avoid visible dust plumes;
             •   Pave, apply water three times daily, or apply
                 (non-toxic) soil stabilizers on all unpaved
                 access roads, parking areas and staging areas
                 at construction sites;
             •   Enclose, cover, water twice daily or apply
                 non-toxic soil binders to exposed stockpiles
                 (dirt, sand, etc.);
             •   Enforce a speed limit of 15 MPH for
                 equipment and vehicles operated in unpaved
                 areas;
             •   All vehicles hauling dirt, sand, soil, or other
                 loose materials shall be covered or should
                 maintain at least two feet of freeboard;
             •   Sweep streets at the end of the day if visible
                 soil material is carried onto adjacent public
                 paved roads; and
             •   All grading operations shall be suspended
                 when wind speeds (as instantaneous gusts
                 measured by an on-site anemometer) exceed
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                                                          25 mph and dust has the potential to adversely
                                                          affect adjacent residential properties. Wind
                                                          speeds shall be measured with an anemometer
                                                          on site a minimum of one time per day.
                                                          Additional hourly anemometer measurements
                                                          shall be conducted if wind conditions
                                                          noticeably increase or are forecast to be
                                                          greater than 15 mph.
4.5 Noise
4.5-3         Short-term noise impacts        4.5-3   Compliance with the following measures shall be      Community      In conjunction with
              from construction activities.           incorporated within the Final Planned                Development    the Final Planned
                                                      Development with specific criteria and standards     Department     Development
                                                      to be reviewed and approved by the Planning                         approval
                                                      Commission:                                          Planning
                                                                                                           Commission
                                                      •   Construction activities shall be scheduled to
                                                          occur during normal daytime working hours
                                                          (i.e., 7:00 AM to 7:00 PM Monday through
                                                          Friday and 8:00 AM to 8:00 PM Saturday and
                                                          Sunday). These criteria shall be included in
                                                          the Improvement Plans prior to initiation of
                                                          construction. Exceptions to allow expanded
                                                          construction activity hours shall be reviewed
                                                          on a case-by-case basis as determined by the
                                                          Community Development Director;
                                                      •   All heavy construction equipment and all
                                                          stationary noise sources (such as diesel
                                                          generators) shall be fitted with factory-



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                                                             specified mufflers; and
                                                        •    Equipment warm up areas, water tanks, and
                                                             equipment storage areas shall be located in an
                                                             area as far away from existing residences as
                                                             feasible.
4.5-4           Noise impacts associated     4.5-4      Prior to recordation of final map, disclosure           Community       Prior to recording of
                with greenbelt and orchard              statements advising that periods of orchard and         Development     final maps
                maintenance activities.                 greenbelt maintenance could result in elevated          Department
                                                        noise levels, shall be prepared and submitted for
                                                        the review and approval of the Community
                                                        Development Director. A copy of the approved
                                                        disclosure statements shall be provided to all
                                                        prospective buyers of property within the
                                                        Wildhorse Ranch Subdivision. Language shall be
                                                        included on the Final Map to ensure that
                                                        disclosure of elevated noise levels are provided at
                                                        the time of all future sales.
4.6 Biological Resources
4.6-1           Potential Impacts to the     4.6-1(a)   A qualified biologist shall conduct pre-                Community       Two weeks prior to
                American Badger.                        construction surveys for American badger in all         Development     construction
                                                        construction areas identified as potential habitat      Department
                                                        located within the project area two weeks prior to
                                                        initiation of construction activities. If an American   California
                                                        badger or active burrow, indicated by the presence      Department of
                                                        of badger sign (i.e. suitable shape and burrow-         Fish and Game
                                                        size, scat) is found within the construction area       (CDFG)
                                                        during pre-construction surveys, the California
                                                        Department of Fish and Game (CDFG) shall be
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                        consulted to     obtain   permission    for   animal
                        relocation.

             4.6-1(b)   If the qualified biologist determines that potential
                        dens are inactive, the biologist shall excavate these   Community      Prior to construction
                        dens by hand with a shovel to prevent badgers           Development
                        from re-using them during construction.                 Department

             4.6-1(c)   If the qualified biologist determines that potential
                        dens may be active, the entrances of the dens shall                    Prior to construction
                        be blocked with soil, sticks, and debris for three to   Community
                        five days to discourage use of these dens prior to      Development
                        project disturbance. The den entrances shall be         Department
                        blocked to an incrementally greater degree over
                        the three to five day period. After the qualified       CDFG
                        biologist determines that badgers have stopped
                        using active dens within the project boundary, the
                        dens shall be hand-excavated with a shovel to
                        prevent re-use during construction.

                        Prior to initiating passive relocation efforts,
                        adjacent lands will be evaluated to confirm that
                        suitable habitat and refugia for badgers is present
                        adjacent to the active den site. If necessary,
                        artificial dens will be created in suitable areas
                        within close proximity (as close as is feasible) to
                        reduce exposure to predation during relocation. If
                        passive relocation is ineffective, active relocation
                        techniques will be coordinated with CDFG and


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                                                  carried out by a qualified biologist. A suitable
                                                  relocation site will be found in the vicinity of the
                                                  project site and a relocation plan designed to
                                                  minimize stress to the animal will be developed for
                                                  approval by CDFG and the City.

                                       4.6-1(d)   If badger are determined to be actively using the
                                                  site, a qualified biologist shall provide project
                                                  contractors and construction crews responsible for                     Prior to construction
                                                  site demolition and/or grading operations with a
                                                  worker-awareness program before any ground              Community
                                                  disturbance work within the project area. This          Development
                                                  program shall be used to describe the species, its      Department
                                                  habits and habitats, its legal status and required
                                                  protection, and all applicable mitigation measures.
4.6-2         Potential Impacts to     4.6-2(a)   Prior to commencement of construction-related           Community      Prior to and within
              Western Burrowing Owl.              activities for the project including, but not limited   Development    15 days of
                                                  to, grading, staging of materials, or earthmoving       Department     construction related
                                                  activities and within 15 days of initiation of any                     activities
                                                  grading or other construction activities, pre-          CDFG
                                                  construction surveys of all potential burrowing owl
                                                  habitat shall be conducted by a qualified biologist
                                                  within the project area and within 250 feet of the
                                                  project boundary. Presence or sign of burrowing
                                                  owl and all potentially occupied burrows shall be
                                                  recorded and monitored according to the CDFG
                                                  and California Burrowing Owl Consortium
                                                  guidelines. If burrowing owls are not detected by
                                                  sign or direct observation, construction may
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                        proceed.

             4.6-2(b)   If potentially nesting burrowing owl are present
                        during pre-construction surveys conducted             CDFG           Prior to construction
                        between February 1 and August 31, grading or
                        other construction related disturbance shall not be
                        allowed within 250 feet of any active nest burrows
                        during the nesting season (February 1 – August
                        31) unless approved by CDFG.

             4.6-2(c)   If burrowing owl are detected during pre-
                        construction surveys outside the nesting season                      Prior to construction
                        (September 1 – January 31), passive relocation        CDFG
                        and monitoring may be undertaken by a qualified
                        biologist following the CDFG and California           Community
                        Burrowing Owl Consortium guidelines, which            Development
                        involve the placement of one-way exclusion doors      Department
                        on occupied and potentially occupied burrowing
                        owl burrows. Owls shall be excluded from all
                        suitable burrows within the project area and
                        within a 250-foot buffer zone of the impact area. A
                        minimum of one week shall be allowed to
                        accomplish this task and allow for owls to
                        acclimate to alternate burrows. These mitigation
                        actions shall be carried out prior to the burrowing
                        owl breeding season (February 1 - August 31) and
                        the site shall be monitored weekly by a qualified
                        biologist until construction begins to ensure that
                        burrowing owls do not re-inhabit the site.


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                        If passive relocation is unsuccessful, the feasibility
                        of active relocation will be discussed with CDFG
                        and an alternate strategy evaluated. Any active
                        relocation efforts must be approved by CDFG and
                        the City, and carried out by a qualified biologist
                        with similar burrowing owl relocation experience
                        and according to an approved plan.

             4.6-2(d)   If burrowing owl or sign of burrowing owl are
                        detected at any time on the project site, a minimum
                        of 6.5 acres of foraging habitat per pair or
                        individual resident bird, shall be acquired and
                        permanently protected to compensate for the loss                        Any time burrowing
                        of burrowing owl habitat. The acreage shall be                          owls are detected
                        based on the maximum number of owls observed             Community      on-site prior to or
                        inhabiting the property for any given observation        Development    during construction
                        period, pre-construction survey, or other field visit.   Department
                        The protected lands shall be occupied burrowing
                        owl habitat and at a location acceptable to CDFG.        CDFG
                        A report shall be submitted to the City describing
                        the agreed upon location. First priority for habitat
                        preservation shall be accomplished on-site. If the
                        required acreage cannot be preserved on-site,
                        second priority shall be given to habitat
                        preservation at an off-site location within the
                        Davis city limits that shall be acquired and
                        preserved in perpetuity. Third priority shall be
                        given to another off-site location outside of the
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                        Davis city limits. Habitat in the amount specified
                        above shall be acquired, permanently protected,
                        and enhanced through management for the benefit
                        of the species, to compensate for the loss of
                        burrowing owl habitat on the project site.
                        Alternatively, the applicant can provide the
                        required mitigation either through an in-lieu fee
                        program, purchase of the required acreage in an
                        approved mitigation bank, or an approved Habitat
                        Conservation Plan (HCP).

             4.6-2(e)   If burrowing owl are determined to be actively
                        using the site, a qualified biologist shall conduct
                        an education session for project contractors and
                        construction crews responsible for site demolition
                        and/or grading operations before any ground
                        disturbance work within the project area. The                          Prior to ground
                        education session, shall include includes photos of                    disturbance
                        burrowing owl for identification purposes, habitat
                        description, limits of construction activities in the
                        project area, and guidance regarding general            Community
                        measures being implemented to conserve                  Development
                        burrowing owl as they relate to the project. A          Department
                        qualified biologist shall provide materials and
                        instructions to train new workers, whose jobs
                        involve initial ground disturbance, grading, or
                        paving. Training for personnel finalizing exteriors
                        and interiors would not be required.




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             4.6-2(f)   A monitoring report of all activities associated
                        with     pre-construction     surveys,     avoidance
                        measures, and passive relocation of burrowing
                        owls shall be submitted to the City and CDFG no
                        later than three days before initiation of grading.


                                                                                              Three days prior to
                                                                                              grading


                                                                               Community
                                                                               Development
                                                                               Department

                                                                               CDFG
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4.6-3         Potential Impacts to Nesting 4.6-3(a)   The removal of any buildings, trees, or shrubs         Community      Prior to construction
              Birds.                                  shall occur from September 1 through December          Development    if buildings, trees, or
                                                      15, outside of the avian nesting season. If removal    Department     shrubs are removed
                                                      of buildings, trees, or shrubs occurs, or                             outside of
                                                      construction begins between February 1 and             CDFG           September 1
                                                      August 31 (nesting season for passerine or non-                       through December
                                                      passerine land birds) or between December 15 and                      15
                                                      August 31 (nesting season for raptors), a nesting
                                                      bird survey shall be performed by a qualified
                                                      ornithologist within 15 days prior to the removal
                                                      or disturbance of a potential nesting structure,
                                                      tree, or shrub, or the initiation of other
                                                      construction activities. During this survey, a
                                                      qualified biologist shall inspect all potential
                                                      nesting habitats (trees, shrubs, structures,
                                                      grasslands, etc.) for nests in and immediately
                                                      adjacent to the impact areas. A report of the survey
                                                      findings shall be provided to the City and CDFG.

                                           4.6-3(b)   All vegetation and structures with active nests
                                                      shall be flagged and an appropriate non-                              Prior to construction
                                                      disturbance buffer zone shall be established           CDFG
                                                      around the nest site. The size of the buffer zone
                                                      shall be determined by the project biologist in
                                                      consultation with CDFG and shall depend on the
                                                      species involved, site conditions, and type of work
                                                      to be conducted in the area.

                                           4.6-3(c)   A qualified biologist shall monitor active nests to


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                                                       determine when the young have fledged and are                          Prior to construction
                                                       feeding on their own. The project biologist and                        and after young
                                                       CDFG shall be consulted for clearance before            CDFG           have fledged
                                                       construction activities resume in the vicinity.




4.6-4         Potential Impacts to          4.6-4(a)   A pre-construction survey for roosting bats shall       Community      Within 30 days prior
              Special-Status Bat Species.              be performed by a qualified biologist within 30         Development    to removal of trees
                                                       days prior to any removal of trees or structures on     Department     or structures on the
                                                       the site. If no active roosts are found, then no                       site
                                                       further action would be warranted. If either a          CDFG
                                                       maternity roost or hibernacula (structures used by
                                                       bats for hibernation) is present, the following
                                                       mitigation measures shall be implemented.

                                            4.6-4(b)   If active maternity roosts or hibernacula are found
                                                       in trees or structures which will be removed as         Community      Prior to construction
                                                       part of project construction, the project shall be      Development    and before maternity
                                                       redesigned to avoid the loss of the tree or structure   Department     colonies form or
                                                       occupied by the roost to the extent feasible as                        after young are
                                                       determined by the City. If an active maternity roost    CDFG           volant
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                        is located and the project cannot be redesigned to
                        avoid removal of the occupied tree or structure,
                        demolition shall commence before maternity
                        colonies form (i.e., prior to March 1) or after
                        young are volant (flying) (i.e., after July 31).
                        Disturbance-free buffer zones, as determined by a
                        qualified biologist in coordination with CDFG,
                        shall be observed during the maternity roost
                        season (March 1 - July 31).

             4.6-4(c)   If a non-breeding bat hibernacula is found in a
                        tree or structure scheduled for removal, the                          If a non-breeding
                        individuals shall be safely evicted, under the          CDFG          bat hibernacula is
                        direction of a qualified biologist (as determined by                  found in a tree or
                        a Memorandum of Understanding with CDFG), by                          structure prior to
                        opening the roosting area to allow airflow through                    removal of tree or
                        the cavity. Demolition shall then follow at least                     structure
                        one night after initial disturbance for airflow. This
                        action should allow bats to leave during darkness,
                        thus increasing their chance of finding new roosts
                        with a minimum of potential predation during
                        daylight. Trees or structures with roosts that need
                        to be removed shall first be disturbed at dusk, just
                        prior to removal that same evening, to allow bats
                        to escape during the darker hours.

             4.6-4(d)   If special-status bats are found roosting within




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                                                                                                                             Prior to removal of
                                                        trees or structures on-site that require removal,
                                                                                                              CDFG           tree or structure
                                                        appropriate replacement roosts shall be created at
                                                        a suitable location on site or off site in
                                                        coordination with a qualified biologist, CDFG,
                                                        and the City.

4.6-5         Potential Impacts to Nesting   4.6-5(a)   In order to ensure that nesting Swainson’s hawks      Community      Prior to construction
              Swainson’s Hawk.                          will not be affected by construction on the project   Development
                                                        site, a qualified biologist shall conduct pre-        Department
                                                        construction surveys according to the CDFG and
                                                        Swainson’s hawk Technical Advisory Committee          CDFG
                                                        guidelines (2000). Survey Period I occurs from
                                                        January 1 – March 20, Period II from March 20 –
                                                        April 5, Period III from April 5 – April 20, Period
                                                        IV from April 21 – June 10, and Period V from
                                                        June 10 – July 30. Three surveys shall be
                                                        completed in at least each of the two survey
                                                        periods immediately prior to a project’s initiation
                                                        and shall encompass the area within one half mile
                                                        of the project site.

                                             4.6-5(b)   Because of the potential for Swainson’s hawk to                      Prior to construction
                                                        nest on-site, potential adverse affects to this       Community      activities and after
                                                        species shall be avoided by establishment of          Development    young have fledged
                                                        CDFG approved buffers around any active nests.        Department
                                                        No construction activities shall take place within
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                                                    0.25 mile of the nest until the young have fledged,   CDFG
                                                    or authorization has been obtained from CDFG.
                                                    Weekly monitoring reports summarizing nest
                                                    activities shall be submitted to the City and CDFG
                                                    until the young have fledged and the nest is
                                                    determined to be inactive. Trees containing nests
                                                    that must be removed as a result of project
                                                    implementation shall be removed during the non-
                                                    breeding season (late September to March) and in
                                                    accordance with the CDFG “Staff Report
                                                    Regarding Mitigation for Impacts to Swainson’s
                                                    Hawks in the Central Valley of California,”
                                                    November 8, 1994.
                                                                                                                         During construction
                                         4.6-5(c)   Replacement trees for any potential Swainson’s
                                                    hawk nest trees removed as part of project
                                                    construction must be planted either on-site or at a   Community
                                                    nearby site, and/or an in-lieu fee must be paid to    Development
                                                    the City of Davis Tree Preservation Fund as           Department
                                                    detailed in Mitigation Measure 4.6-7. The
                                                    implementation of this measure is not intended to
                                                    be duplicative of the mitigation for loss of trees
                                                    contained in Mitigation Measure 4.6-7(c).
                                                    Accordingly, mitigation provided under Mitigation
                                                    Measure 4.6-7(c) may also serve as mitigation
                                                    under this measure, provided that the standards of
                                                    this measure are met.
4.6-6         Potential Impacts to       4.6-6      The project proponent will compensate for the loss    CDFG           Prior to construction
              Swainson’s Hawk Foraging              of Swainson’s hawk foraging habitat by providing


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             Habitat.   Habitat Management lands (HM lands) to CDFG
                        as defined in the Staff Report Regarding Mitigation
                        for Impacts to Swainson’s Hawks in the Central
                        Valley of California (published by California
                        Department of Fish and Game in 1994). If the
                        proposed project is located within 1 mile of an
                        active nest (used during one or more of the last five
                        years, to be determined with preconstruction
                        surveys) the loss of habitat will be compensated at
                        a ratio of 1:1 (HM lands:urban development). The
                        project proponent will provide HM lands through
                        an in-lieu fee process prior to commencement of
                        construction-related activities for the project
                        including, but not limited to, grading, staging of
                        materials, or earthmoving activities, per the
                        Agreement to Yolo County HCP/NCCP Joint
                        Powers Agency. Credits will be purchased through
                        the in-lieu fee program due to the lack of
                        mitigation credits currently available at a bank. As
                        of January 2007, the cost per acre for the in-lieu
                        fee is $8,660 payable to the Joint Powers Agency.
                        Should the in-lieu fee be increased prior to
                        clearance to grade the project site, the project
                        proponent shall pay the in-lieu fee in effect at that
                        time. The project proponent will issue a check to
                        the Joint Powers Agency if mitigation is required.
                        It is estimated that a total of 15.5 acres of
                        Swainson’s hawk foraging habitat would be
                        removed as a result of the project. The applicant
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                                                     shall pay the in-lieu fee for the 15.5 acres based on
                                                     the removal of this Swainson’s hawk foraging
                                                     habitat.

                                                                    -Or-

                                                     Prior to commencement of construction-related
                                                     activities, the project proponent shall place and
                                                     record one or more Conservation Easements that
                                                     meet the acreage requirements of CDFG’s                                 Prior to construction
                                                     Swainson’s Hawk foraging habitat mitigation             Community       related activities
                                                     guidelines. The conservation easement(s) shall be       Development
                                                     executed by the project proponent and a                 Department
                                                     Conservation operator. The City may, at its
                                                     discretion, also be a party to the conservation         CDFG
                                                     easement(s). The conservation easement(s) shall be
                                                     reviewed and approved in writing by CDFG prior
                                                     to recordation for the purpose of confirming
                                                     consistency. The purpose of the conservation
                                                     easement(s) shall be to preserve the value of the
                                                     land as foraging habitat for the Swainson’s hawk.
4.6-7         Potential Impacts to Tree   4.6-7(a)   Prior to commencement of construction-related           Community       Prior to construction
              Removal.                               activities for the project including, but not limited   Development     related activities
                                                     to, grading, staging of materials, or earthmoving       Department
                                                     activities, a tree preservation plan, in compliance
                                                     with Ordinance 37.03.010 in the City of Davis           City Arborist
                                                     Municipal Code, shall be submitted to the
                                                     Community Development Department and City
                                                     Arborist for review and approval, which shall


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             ensure the following measures:

             •   Trees shall be cordoned off with chain link
                 fence prior to construction as specified;
             •   Soil compaction under trees is to be avoided;
             •   The fence shall prevent equipment traffic and
                 storage under the trees and should extend
                 beyond the drip-line;
             •   Excavation within this zone shall be
                 accomplished by hand, and roots ½” and
                 larger shall be preserved;
             •   Proper fertilization and irrigation prior to and
                 during the construction period shall be
                 provided as specified;
             •   New landscaping under existing trees shall be
                 carefully planned to avoid any grade changes
                 and any excess moisture in trunk area.
                 Existing plants which have compatible
                 irrigation requirements and which
                 complement the trees’ color, texture and form
                 are to be saved;
             •   Trenching within the drip-line shall be
                 performed only with prior approval of the
                 Park and General Services Department.
                 Boring is preferred when feasible;
             •   All paving plans and specifications shall
                 clearly prohibit the use of soil sterilants
                 adjacent to preserved trees; and
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                        •   Grade changes greater than one foot within
                            the drip-line shall be avoided and nothing
                            other than a saw shall be used for root cutting.

             4.6-7(b)   Prior to commencement of construction-related
                        activities for the project including, but not limited
                        to, grading, staging of materials, or earthmoving
                        activities, a sheet shall be included with the project                       Prior to construction
                        plans, which indicates all of the trees identified.      Parks and General   related activities
                        The tree report with corresponding descriptions of       Services
                        each tree by species, health, etc. should also be        Department
                        included. In addition, notes shall be included on
                        the plans which clearly state protection procedures
                        for trees that are to be preserved. Any tree care
                        practices, such as cutting of roots, pruning the top,
                        etc., shall be adequately described and shall have
                        the approval of a representative of the Parks and
                        General Services Department prior to execution.
                        In the event of damage to existing trees, a penalty
                        clause shall be replacement tree(s) of equal size in
                        D.B.H. unless specified otherwise by the Parks and
                        General Services Department.

             4.6-7(c)   Trees identified on the site as Trees of
                        Significance, that are proposed for removal, shall
                        be replaced either on site or at a nearby site
                        deemed acceptable by the Director of the City of
                        Davis Parks and General Services Department.
                                                                                                     Prior to issuance of


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             The Director may require an in-lieu fee to be paid    Parks and General   grading permit
             to the City of Davis Tree Preservation Fund           Services
             instead of or in addition to tree replacement. The    Department
             recommendations for avoidance of trees contained
             in Chapter 37 of the City of Davis Municipal Code     City Arborist
             (Tree Planting, Preservation, and Protection)
             should be adopted if feasible. If infeasible, the
             applicant should identify trees slated for removal
             on the site plan, including those with
             encroachments within 30-feet of the drip line of
             trees and develop a tree replacement plan that
             shall be reviewed and approved by the City prior
             to issuance of the grading permit. Tree
             replacement shall be implemented according to
             options outlined in Section 37.03.070 of the City’s
             Municipal Code as follows:

             (i) Replanting a tree(s) on site: Trees shall be
                  planted in number and size so that there is no
                  net loss in tree diameter at breast height
                  (DBH). For example, if one tree is removed
                  with a 12-inch DBH size, mitigation may
                  consist of a replacement of equal size, two
                  trees each 6-inch DBH, or four trees each 3-
                  inch DBH. The replanted tree(s) shall be
                  minimum 5 gallon size and of a species that
                  will eventually equal or exceed the removed
                  tree in size.
             (ii) Replanting a tree(s) off site: If there is
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                                                          insufficient space on the property for the
                                                          replacement tree(s), required planting shall
                                                          occur on other property in the applicant's
                                                          ownership or in City-owned open space or
                                                          park, subject to the approval of the City
                                                          Arborist and authorized property owners.
                                                    (iii) Payment to the Tree Preservation Fund in lieu
                                                          of replacement: If in the City Arborist's
                                                          determination no feasible alternative exists to
                                                          plant the required mitigation, or there are
                                                          other considerations for alternative
                                                          mitigation, the applicant shall pay into the
                                                          Tree Preservation Fund an amount
                                                          determined by the Director based upon the
                                                          ISA appraisal guidelines or other approved
                                                          method. If the Director approves another
                                                          method of appraisal guideline, the Director
                                                          shall publish notice of that approval and notify
                                                          the permit applicant at the time the permit
                                                          application is issued.
                                                                         4.7 Aesthetics
4.7-2         Construction-related       4.7-2(a)   Prior to issuance of the first building permit, the      City Engineer   Prior to issuance of
              impacts to surface water              developer shall submit a street lighting plan for                        first building permit
              quality.                              review and approval by the City Engineer. Street
                                                    lightning shall be limited to reduced height low-
                                                    profile fixtures. The Plan shall comply with
                                                    Chapter 6 of the Davis Municipal Code- Article
                                                    VIII: Outdoor Lighting Control.



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                                            4.7-2(b)   Prior to the issuance of building permits, the                        Prior to issuance of
                                                       developer shall submit a lighting plan for the       Chief Building   building permit
                                                       review and approval of the Chief Building Official   Official
                                                       of the City of Davis. The lighting plan shall
                                                       include shielding on all light fixtures and shall
                                                       address-limiting light trespass and glare through
                                                       the use of shielding and directional lighting
                                                       methods, including but not limited to, fixture
                                                       location and height. The Plan shall comply with
                                                       Chapter 6 of the Davis Municipal Code- Article
                                                       VIII: Outdoor Lighting Control.
                                                         4.8 Hydrology, Water Quality, and Drainage
4.8-2         Increased stormwater runoff   4.8-2      In conjunction with the submittal of a tentative     City Engineer    In conjunction with
              from the project site                    map, the project applicant shall submit a design-                     tentative map
              contributing to downstream               level engineering report on the stormwater                            submittal
              flooding.                                detention and conveyance system to the City
                                                       Engineer demonstrating that the proposed project
                                                       peak flows into the existing 36-inch storm drain
                                                       would not exceed 6.2 cfs. The report shall also
                                                       demonstrate that peak flows from the site do not
                                                       coincide with peak flows within Channel “A” and
                                                       demonstrate how the system would function to
                                                       adequately treat stormwater runoff prior to being
                                                       discharged into Channel “A.” Stormwater
                                                       detention and conveyance plans shall be reviewed
                                                       and approved by the City Engineer.
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4.8-3         Construction-related          4.8-3      Prior to commencement of construction, the             State Water         Prior to construction
              impacts to surface water                 applicant shall obtain a NPDES General Permit for      Resources Control   and ground
              quality.                                 Discharges of Storm Water Associated with              Board (SWRCB)       disturbance
                                                       Construction Activity (Construction General
                                                       Permit), which pertains to pollution from grading      Chief Building
                                                       and project construction. Compliance with the          Official
                                                       Permit requires the project applicant to file a
                                                       Notice of Intent (NOI) with the State Water
                                                       Resources Control Board (SWRCB) and prepare a
                                                       Storm Water Pollution Prevention Plan (SWPPP)
                                                       prior to ground disturbance. The SWPPP would
                                                       incorporate Best Management Practices (BMPs) in
                                                       order to prevent, or reduce to the greatest extent
                                                       feasible, adverse impacts to water quality from
                                                       erosion and sedimentation. A copy of the SWPP
                                                       including BMP implementation provisions shall be
                                                       submitted to the Chief Building Official.
4.8-6         Cumulative impacts related    4.8-6      Implement Mitigation Measures 4.8-2 and 4.8-3.         N/A                 N/A
              to degradation of water
              quality.

                                                                4.9 Public Services and Facilities
4.9-1         Ability of existing water     4.9-1(a)   Prior to issuance of building permits, the East Area   City Engineer       Prior to issuance of
              conveyance facilities to                 Tank, the East Area Main Upsize, and the West                              building permits
              meet project water demands.              Area Main Upsize shall be included within the
                                                       City’s Capital Improvement Plan and fully funded
                                                       for construction.
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                                          4.9-1(b)   If the following is not included in the City's water     City Engineer   issuance
                                                     connection charge at the time the water charge is
                                                     paid for any unit in the project, then, in addition to
                                                     the water connection charge, the project shall pay
                                                     fair share fees for the above-listed improvements at
                                                     the time of building permit issuance. This fair
                                                     share shall include any additional costs that the
                                                     City may incur to accelerate the timing of the
                                                     above-listed projects.
4.9-2         Long-term availability of   4.9-2      The project applicant shall pay fair share fees for      City Engineer   Prior to issuance of
              water supply to meet the               the future water supply project(s) required to meet                      building permits
              project water demand.                  City demand beyond 2020 at the time of building
                                                     permit issuance.
4.9-3         Increased demand for        4.9-3      Prior to the approval of a tentative map for the         City Engineer   Prior to approval of
              wastewater disposal.                   Wildhorse Ranch project, the applicant shall                             tentative map
                                                     submit a design-level wastewater report for the
                                                     proposed project that demonstrates how the
                                                     project’s wastewater will be delivered to the
                                                     Wastewater Treatment Plant. Included in the report
                                                     shall be a determination of the capacity of
                                                     downstream sewer lines and what improvements, if
                                                     any, need to be constructed to accommodate and
                                                     convey the project’s additional wastewater, and the
                                                     construction and operational costs of the options.
                                                     The wastewater report shall be subject to approval
                                                     by the City Engineer. The applicant shall be
                                                     required to fully fund and construct the necessary
                                                     wastewater improvements determined by the
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 Number                                                                                                        Agency         Schedule            Sign Off
                                                     wastewater report.
4.9-4         Increased demand for fire     4.9-4    Prior to the issuance of Certificates of Occupancy,    Community      Prior to issuance of
              protection services.                   the applicant shall pay all applicable major project   Development    certificates of
                                                     impact fees per the impact fee schedule.               Department     occupancy

4.9-6         Increased demand for          4.9-6    Prior to the issuance of building permits, the         Community      Prior to issuance of
              school resources.                      applicant shall show proof to the Community            Development    building permits
                                                     Development Department of payment of current           Department
                                                     SB50 and AB 16 school impacts fees.
4.9-8         Increased demand for park     4.9-8    Prior to the issuance of Certificates of Occupancy,    Community      Prior to issuance of
              and recreation services and            the applicant shall pay in-lieu Quimby fees for        Development    certificates of
              facilities.                            required park acreage.                                 Department     occupancy
                                                                     4.10 Climate Change
4.10-1        Project impacts concerning    4.10-1   In conjunction with the submittal of a Tentative       Community      In conjunction with
              the production of Green                Map for the proposed project, the project applicant    Development    submittal of
              House Gasses.                          shall submit, for the review and approval of the       Department     Tentative Map
                                                     Community Development Department, a
                                                     sustainability plan, which demonstrates that the
                                                     proposed project does not conflict with the goals
                                                     and strategies of Executive Order S-3-05, the
                                                     Attorney General’s suggested global warming
                                                     mitigation measures, or City of Davis Resolution
                                                     No. 08-166. The sustainability plan shall include,
                                                     but not be limited to, the compliance measures
                                                     listed in the right column of Table 4.10-6, which is
                                                     labeled “Wildhorse Ranch Compliance.”




                                                                                                                                                     77
                                           EXHIBIT C
                                   Wildhorse Ranch
                         Base Line Measure J Project Features

Wildhorse Ranch is a 25.8 acre development site, inside the city limits, designed with a mix of
housing types and affordability levels to meet the housing needs of the local Davis workforce.
The community is designed with housing that is blended together so that families of all incomes
and social structure will mix and interact in the common greenways, or paseos that form the front
yards and community open space for all to enjoy. The community plan provides for more than
37% of the site, dedicated by the developer, to be set aside as permanent open space, including
an addition to the City’s Agricultural Buffer, and a 4.4 acre open space area for passive
recreation that is to be planted with trees and ground cover and will become the focal point for
the community. The street pattern in the community is designed at a human scale that puts the
pedestrian first and the automobile second. Roadways are narrow and sized to meet the
minimum needs for traffic, thus lessening the amount of paved surface leaving more area for
landscaping and natural site drainage and absorption of rain and lessening site runoff. Most
importantly the community is designed to set a new standard in sustainable building and
community design for Davis as well as the region.

The site plan was prepared with the intent of maximizing the energy efficiency and opportunities
to generate solar power. Continuing the long tradition in Davis of approving high-quality,
environmentally progressive development on a scale consistent with the intent of the City of
Davis General Plan policies, Smart Growth principles, and the desires of the community,
Wildhorse Ranch sets the bar at a new level of energy efficiency and Green House Gas emission
reduction. The project will reduce operational Green House Gas emissions by 90%. To achieve
this, the project will use a combination of methods to reduce energy demand or replace carbon
generated electricity with clean solar power from onsite photovoltaic systems, and the homes
will be designed to exceed the California Energy Standards for 2005 (2005 Title 24) through the
use of high efficiency heating and cooling systems, demand hot water systems including solar
hot water, passive solar features, energy efficient appliances and improved insulation. All of
these features will result in a reduction in GHG emissions of below a traditional single family
neighborhood, and exceed the current city goals for new homes.

Wildhorse Ranch will provide up to 151 new town homes and single family homes to meet
housing needs for families and the local workforce population as well as 40 rental apartment
homes (with 15 units affordable to very low income, 23 affordable to low income and 2 non-
income specific). The human scale and protection of the planet are the key drivers to creating
the sense of place to be found at Wildhorse Ranch. Most homes will face one another, as
opposed to roads, orientation to maximize solar efficiency, all within an a site already within the
city limits will serve to create the next step in sustainable design and development that will take
real steps to addressing the human impact of growth, while providing a real world example of
how sustainability and GHG reduction can be designed into a community without compromising
comfort of livability.

Project Description:
                                                                                                   9

Wildhorse Ranch is 25.8 acres and will contain up to 191 homes. The project will be developed
in substantial compliance with the attached master plan and entitlements approved by the City
Council. The following mix of housing is to be developed on the site:

   •   Up to 73 Single Family Homes.
   •   Up to 78 Town Homes.
   •   Up to 40 Apartment Homes of which 38 will be affordable to very low and low income
       households.

The total number of units, 191, cannot be exceeded. The number of units within the Single
Family Homes category and the Town Homes category may vary up to ten percent (10%)
provided however that any increase in one category must accompany a corresponding decrease
in the other category. A reduction in one category may occur without the requirement to
increase the total units in the other category. Such an event would result in a decrease in the total
units within the project. Notwithstanding the forgoing the total market rate units for the project
shall not be less than 136.

The focal point of the Wildhorse Ranch community will be the common area open space that is
to be planted with trees and native plants. This open space area is to remain in permanent open
space under the ownership of the future Home Owners Association.

Sustainable Design & Energy Efficiency

   •   The project shall reduce its Green House Gas emissions by 90% below the base line
       established by the City of Davis in its Resolution #09-043 regarding Green House Gas
       reductions. The entire 90% reduction shall be accomplished on site. Examples of
       methods that could be employed to meet this GHG reduction level include:
               The use of photovoltaic systems (solar panels) on the roofs of homes, and other
               structures within the community.
               Design building and homes within the community to exceed the 2005 California
               Energy Standards, Title 24, by an average of 50% throughout the project.
   •   To improve the quality of storm water leaving the site, the project shall employ bio-
       swales and periodic settling basins to allow sediments to be filtered or settle out of storm
       water runoff before it leaves the site.

Greenbelt and Open Space

The following greenbelt and open space features will be included with the Project:

   •   An approximately 2.26 acre addition to the existing Urban Agricultural Transition Area
       bringing the total width of this area to 200’ thus creating a definable edge to the City.
       This area is to be dedicated to the City for ownership and maintenance.




                                                                                                   79
   •   An approximately 1.61 acres of greenbelt providing connection from the existing
       neighborhood to the west through the property to the agricultural buffer on the east side
       of the property. This property is to be dedicated to the City for ownership and
       maintenance.
   •   An approximately 4.4 acre open space area to be planted with trees and ground cover to
       provide a location for passive enjoyment of open space. Walking paths and bike paths
       will provide access to the internal pathway system as well at to the citywide bike trail
       system. This property will be deeded to the future Home Owners Association for
       ownership and maintenance.
   •   The project shall secure a Conservation Easement on approximately 51 acres of active
       agricultural land to ensure the preservation of farmland in perpetuity.

The developer shall improve these areas, as required, and dedicate to the City the approximately
1.61 acres of Greenbelt and the approximately 2.26 acre addition to the Urban Agricultural
Transition Area. The remaining areas shall be owned and maintained by the Home Owners
Association to be formed for the community.

Developer Contributions, Dedications & Obligations:

Wildhorse Ranch will provide land dedications, sustainable and climate improving technology,
fees and housing for low and very low income households. These contributions will benefit
much of the community as well as the region and are as follows:

   •   The project shall reduce its Green House Gas emissions by 90% below the base line
       established by the City of Davis in its Resolution #09-043 regarding Green House Gas
       reductions. Examples of methods that could be employed to meet this GHG reduction
       level include:
               The use of photovoltaic systems (solar panels) on the roofs of homes, other
               structures within the community.
               Design building and homes within the community to exceed the 2005 California
               Energy Standards, Title 24, by an average of 50% throughout the project.

   •   Dedicate to the City the approximately 2.26 acre parcel to be added to the existing city
       agricultural buffer adjacent to the property.
   •   Dedicate to the future Home Owners Association, for permanent open space, the
       approximately 4.4 acre to buffer the adjacent neighborhood.

The Developer shall also comply with City requirements, standards, policies and mitigation
measures by providing the following:

   •   Dedicate to the City the approximately 1.61 acre parcel for continuation of the City
       greenbelt
                                                                                                 9


   •   Dedicate to the City permanent conservation easements on approximately 50 acres of
       active agricultural land.
   •   Provide approximately 15.5 acres of Swainson Hawk foraging habitat through the
       purchase of a Conservation Easement, or payment of mitigation fees to the Yolo County
       Habitat Joint Powers Agency.
   •   Dedicate to the City a 1.92 acre site for the production of up to 40 apartment style homes.
       38 of the apartment homes shall be affordable in perpetuity to very low and low income
       households, income households pursuant to an approved Project Individualized Plan. The
       38 units shall be fully ADA accessible.
   •   Agree to the formation of a community facilities district or other public financing
       mechanism prior to the recordation of the first final map for the Project to provide for an
       annual fee or tax on each market rate unit of $300 per year (in 2009 dollars) plus 3% per
       year thereafter to be used by the City for police services and fire prevention, suppression
       and emergency medical services.
   •   Pay to the City of Davis an in-lieu Parkland Dedication fee.
   •   The project shall also pay fees to the City, the Davis Joint Unified School District or
       Yolo County as part of the development fees for the project. The actual amounts to be
       paid will be the amount of the fee then in force at the time the fees are paid consistent
       with the Development Agreement between the Developer and the City. These fees
       presently are:

              Davis Joint Unified School District Capital Facilities Fee.
              Yolo County for Public Facilities.
              City of Davis for Road fees.
              City of Davis for Park Improvement fees.
              City of Davis for Open Space fees.
              City of Davis for Public Safety capital purposes.
              City of Davis for General Facilities.
              City of Davis for Water Connection fees.
              City of Davis for Sewer Connection fees.
              City of Davis for Stormwater facilities.
              City of Davis for Construction Tax and miscellaneous fees for operations.
              City of Davis for Long Range Planning efforts.

Baseline Project Features: Implementation

The Wildhorse Ranch project is required to develop in a manner consistent with these Base Line
Features. As provided for in Measure J, the Base Line Features may not be changed without
approval by the voters of the City. There are other additional requirements for the Wildhorse
Ranch project, including but not limited to, the mitigation measures set forth in the Final
Environmental Impact Report, and the Development Agreement that, while important to the


                                                                                                81
Project, are not Base Line Project Features and may be modified with the approval of the City,
after the appropriate public process. In addition, minor changes to the Project can be anticipated
during the course of this multiple year build out. Such changes, often the result of detailed
engineering or changing conditions, may be changed without voter approval, if they are
substantially consistent with the Base Line Features and they do not materially alter the character
of the project.

Measure J Expiration and Extension

Measure J will be submitted to the voters of the City prior to December 31, 2010 for renewal. If
this project has been presented to the voters and the voters approve the project, then the project
shall build out as substantially compliant, in the determination of the city, with the features and
description contained herein. The term “substantially compliant” shall have the same meaning as
the discretion provided for in the State Subdivision Map Act in allowing determination that a
final map is in substantial conformance to an approved tentative map. The voter approval
requirements of this Wildhorse Ranch measure shall continue until the full build out of the
project, thereafter any proposed changes in use shall comply with the City zoning, General Plan
designation, policies and processes.
                      Wildhorse Ranch Affordable Housing Plan
       ”Developer shall comply with the City’s Affordable Housing requirements as contained in Section
       18.05 of the Municipal Code, as conditioned in the project’s Affordable Housing Plan. The
       project shall meet its requirements through construction of affordable rental housing under a
       Project Individualized Plan.” The developer may work with a non-profit housing provider in the
       construction and maintenance of this affordable housing, provided that the Developer retains the
       responsibility for providing the affordable housing in the manner and within the time frames set
       forth within the Development Agreement.

Wildhorse Ranch shall provide a total of thirty-eight (38) units of ADA accessible housing to be
affordable to very low and low income households on 1.92 acres. The units will include, at a
minimum, 15 units provided for very low income households and 23 units provide for low
income households, consistent with code requirements. The vision for this Affordable Housing
Plan is as follows:

1. Timing: Parlin is committed to construction of the affordable housing units with the first
   phase of homes within the Wildhorse Ranch community. This will require that Parlin
   complete the development review process for the affordable site concurrent with the overall
   Wildhorse Ranch project. Parlin will also pursue financing of the project through state and
   federal programs for the construction of affordable housing including tax credit financing.
   The City is looking for some level of certainty that use of the Project Individualized Plan
   (PIP) option for this project provides community benefit and meets the standards of the
   ordinance and that the affordable housing will be constructed on a timeline that aims to avoid
   potential community resistance to the project and provides assurance of when the units will
   be available for occupancy.

   Parlin shall, with the application for the first tentative map for the property, concurrently
   submit a final affordable housing plan (i.e., Project Individualized Affordable Housing Plan)
   for the project that includes description of the Affordable Housing Team (comprised of
   Parlin and a non-profit affordable housing partner builder) and development review
   applications for the affordable housing site, consistent with the required submittal for similar
   projects. Parlin’s application for the tentative map shall include all remaining land use
   approvals, including the final affordable housing plan and design review, for the affordable
   housing site and buildings. The Developer shall submit to the City, prior to or concurrently
   with its application for building permit(s) for the Affordable Housing Units, satisfactory
   evidence of financing for the construction of the affordable housing units required for the
   project. At a minimum this evidence may include proof of an allocation of tax credits from
   state and or federal programs, and a letter of commitment from a lender providing any
   funding not otherwise provided through the tax credits. The Developer shall commence
   construction of the 38 affordable units prior to the issuance of the seventy-fifth (75th) market
   rate building permit and obtain certificates of occupancy for all 38 affordable units prior to
   the issuance of the hundredth (100th) market rate building permit.
   Parlin shall cause the affordable housing site to be created as a separate legal parcel with the
   first final map for the property.

   Parlin shall include the frontage improvements, including utility stubs of sufficient size to
   serve the property, on the first set of improvement plans prepared for the property. .

   Parlin shall construct the frontage improvements, including utility stubs, adjacent to the
   affordable housing site with the first phase of infrastructure constructed for the project, and
   shall complete the improvements concurrently with the other improvements being
   constructed with the first phase of the project.

   Parlin or property owner (if sold) may create a non-profit entity with a non-profit affordable
   housing partner builder (the “Partner Builder”, and collectively the “Affordable Housing
   Team”) with recent experience in the design, construction, financing and management of
   affordable housing to assist with the processing of the affordable housing site for eligibility
   for state and federal financing programs. The City shall be provided with a copy of the
   formation document and operating agreement for the Affordable Housing Team within one
   week of its execution. Once it is approved by the City, the affordable housing parcel may be
   deeded to the partnership or ownership entity in order to facilitate funding applications,
   provided the Developer retains the responsibility for providing the affordable housing in the
   manner and within the time frames set forth herein and in the Development Agreement.

   The Affordable Housing Team may prepare a submittal for qualification for the next
   available round of state and/or federal financing following the approval of the tentative map
   in order to develop the affordable housing site.

   Within twenty (20) days of the Affordable Housing Team submitting an application for the
   current round of state and/or federal funding, it shall provide the City with a proforma for the
   project that will identify the following; i) the anticipated total cost of the affordable housing
   project, ii) the sources of financing including state and/or federal funding request(s), iii) the
   anticipated rental revenue to be generated from the project, iv) estimated monthly expenses
   for management, utilities, insurance, vacancies, regular maintenance items and reserves for
   future and extra-ordinary maintenance, repair and replacement, and v) any additional sources
   or needs for funding to complete the project. The City shall review and comment on the
   adequacy of the proforma and make recommendations to modify the budget. The Affordable
   Housing Team, in its sole discretion, may modify the proforma based on the
   recommendations from the City. In light of the fact that the affordable housing units are
   being developed under a Project Individualized Plan and that the City does not provide
   financial assistance to for-profit developers, the Affordable Housing Team agrees that it will
   not request any financial assistance from the City in order to complete this project.

2. City Participation/Funding: The City does not have the funding available to provide any
   subsidy for the construction of affordable housing in the project. Additionally, the City does
   not provide financial assistance for affordable housing to for-profit developers, which the
   proposed Affordable Housing Team would include with Parlin’s participation. Lastly, given
   the Project Individualized Plan (PIP) being processed, the City expects that financial
                                                                                                       9


   assistance will not be requested as this is part of the criteria for the City’s support of a PIP.
   Parlin acknowledges the City’s current situation and policies and commits that it shall not
   seek funding from the City for the affordable housing project.

3. Long-Term Ownership: The City has an interest in the long-term ownership of the
   affordable housing site. This interest relates to the management and the financial
   sustainability of the site to provide long-term maintenance and repairs, as well as local
   accountability of the owner and a long-term commitment to the provision and maintenance of
   affordable housing. Parlin’s interest is in being involved during the start up and initial
   operations of the property to ensure compatibility architecturally and to ensure that the
   affordable housing is integrated into the community without impact to existing or future
   residents. Initially Parlin would expect to enter into an agreement with a non-profit builder
   of affordable housing. The City expects that this be an existing non-profit organization that
   Parlin will partner with and will not support the creation of a new organization. The objective
   of the new entity would be for the design, financing, construction and management of the
   affordable housing site. The entity would pursue traditional sources of funding for affordable
   housing projects, except for any city funding. The continued involvement of Parlin would
   provide for efficiencies that would come from its other construction activities on the site that
   could bring economies of scale thereby reducing some costs associated with the building of
   the affordable housing site. It is expected that the agreement between Parlin and the non-
   profit entity would provide for a phase out of Parlin’s involvement and ownership of the site
   over a period of time, likely related to the buyout timing of the tax credit investor.

4. Adequate Reserves and Maintenance: The city has expressed concerns that the affordable
   project may not set aside adequate reserves for maintenance or replacement of materials and
   equipment that have reached their useful life and that often the owners turn to the City as a
   source of funding to offset the shortfalls in these reserves. As noted above, the proposed
   language to be in the development agreement includes the provision that the Affordable
   Housing Team will provide a proforma budget to the City for review and comment. As part
   of this proforma budget an amount to be allocated to reserves for future repairs, replacement
   and maintenance will be included. In addition an estimated timeline for maintenance and
   replacement of significant items (painting, roofing, appliances, etc) will be provided by
   Parlin for review by city staff.

5. Accessibility in Affordable Housing: All 38 affordable units shall be ADA accessible.
   Final details will be provided with the submittal of the project’s final affordable housing
   plan, as part of the tentative map review process. ADA accessibility shall include but not be
   limited to, entrances, hallways, bedrooms, bathrooms and kitchens. To achieve ADA
   accessibility for all 38 units, the units may need to be in one building, to allow for elevators,




                                                                                                       85
   and the design of the parking and view sheds may need to be modified . In addition, the
   design may require that the two market rate units are not included in the final plan.

Additionally, this Affordable Housing Plan shall comply with the following:

1. REQUIRED UNITS. A minimum of thirty-eight units shall be provided, including a minimum
   of 15 units affordable to very low income households and 23 units affordable to low income
   households at an affordable cost, as defined in Chapter 18.05.020 of the City of Davis
   Municipal Code. These affordable rental units shall be provided by the developer, who may
   work with a non-profit housing developer.

2. AFFORDABILITY REQUIREMENTS. Required affordable units shall remain affordable in
   perpetuity. This requirement shall be established in a covenant recorded on the property,
   subject to review and approval by the Community Services Department prior to issuance of
   certificate of occupancy on the units.

3. AFFORDABLE HOUSING DISCLOSURE. Developer shall provide written notice to all
   purchasers of lots or homes within the subdivision of the location and zoning for the
   affordable housing. The disclosure shall explicitly note that the housing will be developed for
   very-low and low income residents or special needs residents, and that the housing will
   include two and three-story high buildings. Wording is subject to review and approval by the
   Community Development Department.

4.TIMING OF CONSTRUCTION. The Developer shall submit to the City, prior to or concurrently
   with its application for building permit(s) for the Affordable Housing Units, satisfactory
   evidence of financing for the construction of the affordable housing units required for the
   project. At a minimum this evidence shall include proof of an allocation of tax credits from
   state and or federal programs, and a letter of commitment from a lender providing any
   funding not otherwise provided through the tax credits. The Developer shall submit to the
   City, prior to or concurrently with its application for building permit(s) for the Affordable
   Housing Units, satisfactory evidence of financing for the construction of the affordable
   housing units required for the project. At a minimum this evidence may include proof of an
   allocation of tax credits from state and or federal programs, and a letter of commitment from
   a lender providing any funding not otherwise provided through the tax credits. The
   Developer shall commence construction of the 38 affordable units prior to the issuance of the
   seventy-fifth (75th) market rate building permit and obtain certificates of occupancy for all 38
   affordable units prior to the issuance of the hundredth (100th) market rate building permit.
                      EXHIBIT D

ILLUSTRATIVE WILDHORSE RANCH GREENHOUSE GAS MITIGATION
                       SCENARIO
9




91
9




93
                                                                                                9



                                          EXHIBIT E

 WHEN RECORDED, RETURN TO:




 Attn:



                    ASSIGNMENT AND ASSUMPTION AGREEMENT
                                 RELATIVE TO
                   WILDHORSE RANCH DEVELOPMENT AGREEMENT

                           (________________________________)

      THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (hereinafter, the
"Agreement") is entered into this day of ________, 20___, by and between
      , a ____________________ (hereinafter "Developer"), and
___________________________, a ____________________________ (hereinafter "Assignee").

                                          RECITALS

        On _________________, 200__, the City of Davis and Developer entered into that
certain agreement entitled "Development Agreement By and Between The City of Davis and
Davis Parlin Wildhorse, LLC Relative to the Development Known as Wildhorse Ranch,
(hereinafter the "Development Agreement"). Pursuant to the Development Agreement,
Developer agreed to develop certain property more particularly described in the Development
Agreement (hereinafter, the "Subject Property"), subject to certain conditions and obligations as
set forth in the Development Agreement. The Development Agreement was recorded against the
Subject Property in the Official Records of Yolo County on ___________________, 200__, as
Instrument No. 200__-_______________.

       Developer intends to convey the Subject Property to Assignee, commonly referred to as
______ ____, and more particularly identified and described in Exhibit A, attached hereto and
incorporated herein by this reference.




                                                                                                95
        Developer desires to assign and Assignee desires to assume all of Developer's right, title,
interest, burdens and obligations under the Development Agreement with respect to and as
related to the Subject Property.

                              ASSIGNMENT AND ASSUMPTION

       NOW, THEREFOREE, Developer and Assignee hereby agree as follows:

       1.1.   Developer hereby assigns, effective as of Developer's conveyance of the Subject
Property to Assignee, all of the rights, title, interest, burdens and obligations of Developer under
the Development Agreement with respect to the Subject Property.

        2.     Assignee hereby assumes all of the rights, title, interest, burdens and obligations
of Developer under the Development Agreement with respect to the Subject Property, and agrees
to observe and fully perform all of the duties and obligations of Developer under the
Development Agreement with respect to the Subject Property, and to be subject to all the terms
and conditions thereof with respect to the Subject Property. The parties intend hereby that, upon
the execution of this Agreement and conveyance of the Subject Property to Assignee, and written
notice to the City, Assignee shall become substituted for Developer as the "Developer" under the
Development Agreement with respect to the Subject Property

       3.      All of the covenants, terms and conditions set forth herein shall be binding upon
and shall inure to the benefit of the parties hereto and their respective heirs, successors and
assigns.

       4.     The Notice Address described in Section 700 of the Development Agreement for
the Developer with respect to the Subject Property shall be:

               _________________________
               _________________________
               _________________________
               Attn: ____________________

       5.      Within two (2) business days of the close of the transfer of the Subject Property,
Assignee shall provide written notice to the City including an executed copy of this Assignment
and Assumption to the city, in the manner provided for in Section 700 of the Development
Agreement.
                                                                                          9


       IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day
and year first above written. This Agreement may be signed in identical counterparts.

                                      DEVELOPER:



                                             By:
                                             Print Name:
                                             Title:

                                      ASSIGNEE:



                                             By:
                                             Print Name:
                                             Title:




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