Phase I (Years 1 to 10): Olympic Creek Neighborhood and Village Center 77 Total Acres Dwelling Units 220 to 300; Various sizes of single-family houses, bungalow courts, duplexes, townhouses, live-work flex-houses and flats Health Club Estimated 40,000 sf of a total build-out of 80,000 sf Parks and Open Space 27 acres within immediate boundary, including 11 acres of Ranch Center Street-level Commercial 25,000 sf (est.) at Village Center and Live-work Upper-floor Mixed-use 30,000 sf (est.); 24 to 32 Residential Units; Up to 12,000 sf Office Special District Up to 30,000 sf along Sutton Way General Note: The intent of this phase is to plant the seeds of the Village Center, and to demonstrate the Grass Valley character, the quality of life and the diversity that will be emulated within all of the Loma Rica Neighborhoods. The area of the site just east of Sutton Way has been selected for Phase I development due to its proximity to existing infrastructure, its ability to absorb a wide range of housing types, including workforce housing units, and its feasibility for the integration of the health club into Phase I.

Phase II (Years 3 to 13): Ranch Center Neighborhood 75 Total Acres Phase II-B (Years 3 to 13): Village Center Dwelling Units 240 to 272; Various sizes of single-family houses, bungalow courts, duplexes, townhouses, live-work flex-houses and flats Parks & Open Spaces 38 acres within immediate boundary, including up to 36 acres along creeks and the Ranch Center, as well as 2 acres of neighborhood parks Potential Public Buildings Two lots totaling approx. 3.75 acres have been established as potential locations for public buildings Commercial Up to 30,000 sf, within and around the Ranch Center, including a small hotel Street-level Commercial & Live-work 15,000 sf (est.) at Village Center30,000 sf (est.) at Village Center; 24 to 32 Residential Units; 12,000 sf Office Special District Up to 30,000 sf General Note: The intent of this phase is to establish a neighborhood along the eastern edge of the Ranch Center and to continue to evolve the Ranch Center as the heart of the neighborhood as well as a regional destination.

Phase III (Years 5 to 15): Loma Rica Lake Neighborhood 25 Total Acres Phase III-B (Years 5 to 15): Village Center Dwelling Units 160 to 220; Various sizes of cottages, single-family houses, bungalow courts, duplexes, townhouses, live-work flex-houses and flats. These units may be rental units that are managed by the hotel operators Parks and Open Space 15 acres within immediate boundary, including Loma Rica Lake facilities, trails and neighborhood parks Commercial Up to 40,000 sf; Potentially a hotel and conference center with an events/banquet hall Street-level Commercial & Live-work 15,000 sf (est.) at Village Center Upper-floor Mixed-use 30,000 sf (est.) at Village Center; 24 to 32 Residential Units; 12,000 sf Office Special District Up to 30,000 sf General Note: The intent of this phase is to establish a neighborhood around the Loma Rica Lake that is concentrated around a small hotel and conference center and events hall/pavilion.

Phase IV (Years 7 to 15): Woodlands Village Neighborhood 17 Total Acres Phase IV-B ( Years 7 to 15): Village Center Dwelling Units 42 to 67; Maximum as allowed by flight zone restrictions; Various sizes of cottages, single-family houses, bungalow courts, duplexes, townhouses, live-work flex-houses and flats Parks and Open Space 6 acres within immediate boundary including active recreational fields at the Idaho Maryland Road border Neighborhood-oriented Commercial Up to 10,000 sf Light Industrial or Commercial 35,000 sf (est.) Street-level Commercial & Live-Work 20,000 sf (est.) at Village Center Upper-floor Mixed-use 30,000 sf (est.) at Village Center; 24 to 32 Residential Units; Up to 12,000 sf Office Special District Up to 30,000 sf General Note: The intent of this phase is to establish a mixed-use neighborhood at the Brunswick Road/Idaho Maryland Road Intersection.

Phase V (Years 8 to 17): Manzanita Village 25 Total Acres Phase V-B (Years 8 to 17): Village Center Dwelling Units 110 to 155; Various sizes of cottages, single-family houses, bungalow courts, duplexes, townhouses, live-work artist studios and flats Parks and Open Space 11 acres within immediate boundary Commercial Up to 5,000 sf Street-level Commercial & Live-work 10,000 sf (est.) at Village Center Upper-floor Mixed-use 30,000 sf (est.) at Village Center; 24 to 32 Residential Units; Up to 12,000 sf Office Special District Up to 30,000 sf General Note: The intent of this phase is to establish a neighborhood in the natural bowl at the northeastern edge of the site that implements the latest in green building technology. The model will be more of a European hill town with irregular building forms and pedestrian-only pathways that will break up blocks within the street network.

Phase VI (Years 2-15): Madrone Estates 18 Total Acres Dwelling Units 4 to 18; Primarily large-lot single-family houses Parks and Open Space 1.4 acres at center of neighborhood

Phase VII (Years 8-20): Village Center Build-Out Street-level Commercial & Live-work 8,000 sf at Village Center; Completion of up to 93,000 sf total family houses Upper-floor Mixed-use 36,000 sf at Village Center; Completion of up to 186,000 sf; 29 to 77 Residential Units; Up to 14,400 sf Office Special District Completion of up to 190,000 sf