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Home My WebLink AboutStaff Report 4.C 02/24/2020 Attachments 6-11ATTACHMENT 6 ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA UPHOLDING THE APPEAL FILED BY LOMAS-CORONA, LLC, OVERTURNING THE PLANNING COMMISSION'S DENIAL, AND AMENDING THE TEXT OF THE IMPLEMENTING ZONING ORDINANCE, ORDINANCE 2300 N.C.S., TABLE 4.3 (ALLOWED LAND USES AND PERMIT REQUIREMENTS FOR MIXED USE ZONES) WHEREAS, City of Petaluma Implementing Zoning Ordinance (IZO) §25.010 provides in pertinent part that no amendment that regulates matters listed in Government Code §65850 shall be made to the IZO unless the Planning Commission and City Council find the amendment to be in conformity with the General Plan; and WHEREAS, recently adopted citywide goals include efforts to create diverse housing opportunities for all Petalumans; and WHEREAS, at their Housing Workshop on July 29, 2019, the City Council provided feedback to consider zoning changes to remove barriers from housing production; and WHEREAS, pursuant to IZO §25.050, the Planning Commission held a duly noticed public hearing to consider the zoning text amendment on November 12, 2019, at which time all interested parties had the opportunity to be beard; and WHEREAS, at their meeting on November 12, 2019 the Planning Commission continued the item to a date certain of November 19, 2019 and directed staff to return with a resolution to deny the Zoning Text Amendment; and WHEREAS, on November 13, 2019 the applicant submitted a request to withdraw the Zoning Text Amendment; and WHEREAS, the Planning Commission held a duly noticed public hearing to consider the project on November 19, 2019 and approved Resolution No. 2019-17 recommending City Council approval of the Mitigated Negative Declaration, Resolution No. 2019-18 recommending City Council denial of the Development Agreement, Resolution No. 2019-19 recommending City Council denial of the Density Bonus, and Resolution No. 2019-20 recommending City Council Denial of the Tentative Subdivision Map with findings that the project is inconsistent with General Plan 2025 and the SMART Station Master Plan; and WHEREAS, subsequent to the November 19, 2019 Planning Commission the applicant requested reinstatement of the Zoning Text Amendment as part of the final consideration of the project; and WHEREAS, the Planning Commission held a duly noticed public hearing to consider the zoning text amendment on January 14, 2020, at which time all interested parties had the opportunity to be heard; and WHEREAS, the Planning Commission considered the staff reports dated November 12, 2019 and January 14, 2020, including the California Environmental Quality Act (CEQA) determination included therein; and «i ATTACHMENT 6 WHEREAS, at their meeting on January 14, 2020 the Planning Commission approved Resolution No. 2020-01 denying the Zoning Text Amendment; and WHEREAS, in accordance with IZO Section 25.050(B), a Planning Commission denial of a propoed zoning amendment shall terminate the proceedings unless such decision is appealed to the City Council; and WHEREAS, on January 15, 2020 the applicant submitted an appeal of the Planning Commission's denial of the Zoning Text Amendment; and WHEREAS, IZO §25.010 provides for Zoning Text Amendments which in this case has been initiated by the applicant; and WHEREAS, on January 16, 2019, a public notice of the January 27, 2020 public hearing before the City Council to consider the amendment was published as an eighth page ad in the Argus -Courier and mailed to all properties within a 1,000 foot radius of the project site; and WHEREAS, on January 27, 2020, the City Council of the City of Petaluma held a duly noticed public hearing to consider the amendment and continued the item to a date certain of February 10, 2020; and WHEREAS, the February 10, 2020 City Council meeting was cancelled; and WHEREAS, on February 13, 2020, a public notice of the February 24, 2020 public hearing before the City Council to consider the amendment was published as an eighth page ad in the Argus -Courier and mailed to all properties within a 1,000 foot radius of the project site; and WHEREAS, the City Council of the City of Petaluma held a duly noticed public hearing on February 24, 2020 to consider the amendment. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF PETALUMA AS FOLLOWS: Section 1: Findings. The City Council of the City of Petaluma hereby finds: 1. The proposed amendments to the Implementing Zoning Ordinance Table 4.3 to conditionally allow single family residential use in the MU 1 B zoning district when part of a residential project is adjacent to an existing or planned SMART rail station at a density of 26 units or greater are in general conformity with the Petaluma General Plan 2025 and the Station Area Master Plan in that the amendments implement the policies of the Petaluma General Plan and key recommendations from the Station Area Plan, as described in the November 12, 2019 Planning Commission staff report. 2. The proposed amendments are consistent with the public necessity, convenience and welfare in that they update and clarify existing regulations, provide greater flexibility to facilitate the production of essential housing for Petaluma residents including a range of housing types and income levels adjacent to planned transit stations, and facilitate the 6-2 ATTACHMENT 6 construction of the planned second SMART station implementing the policies of the General Plan. 3. An Initial Study was prepared in compliance with the California Environmental Quality Act for the proposed project, inclusive of the proposed zoning text amendments. It was determined that the proposed project could result in potentially significant impacts related to Air Quality, Biological Resources, Cultural Resources, Geology/Soils, Greenhouse Gas Emissions, Hazards, Hydrology, Noise, and Utilities. However, the Initial Study found that project impacts would be mitigated to a less -than -significant level through implementation of recommended mitigation measures or through compliance with existing Municipal Code requirements or City standards. The City Council approved Resolution No. XX on February 24, 2020 approving the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the project. Section 2: Table 4.3 (Allowable Land Uses and Permit Requirements for Mixed Use Zones) of the City of Petaluma Implementing Zoning Ordinance, Ordinance No. 2300 N.C.S. is hereby amended to read as follows: 6-3 Mixed Use Zones It-11:144EW Allowed Land Uses and Permit Requirements for Mixed Use Zones LAND USE TYPE (1) _ INDUSTRY, MANUFACTURING &PROCESSING ATTACHMENT 6 P(16) Permitted Use CUP CondilivnalUse Permit Required 8 Permit Requirement inSpecillioUse Regulations A Accessory Use — Use Not Allowed Permit Required by Zone Specific Use Artoan/cm8pmduct manufacturing P P — CUP(6)_______________________________ C service, anaprimary use ___________________________________________________________ P(6) _______________________ P — P(6) o�o�hcabinet i Furniture aodfix�mmau �mukm� � -�� . �- .��nQ' ''.�� .� P Laboratory ' Medical, analytical — P — — ---------------------------------------------'------------- — | P(��______---__- — -------M ------------------------------------- Media production p(6) i P --------------- _________M*diaPmductiun p(6) ------- Printing -and publishing ------------------------------------ p(0.... ------------------------------------------------ R000archand development Research — ! p — — LODGING School - Elementary, secondary, orcollege, private ------------ CUP - --- I CUP ---------- Lodging -Short-Term Vacation Rentals P(15)P(t5) P(i 5) P(15)Soctio TMO_ Lodging-Bed&breakfam inn (B&B) — — — p -------------------------------------------------- Lodgng-Hotel/Motel P r---------- r------------------ | p | — p RECREATION, EDUCATION & PUBLIC ASSEMBLY Cordnmm CUP | CUP : — CUP Community Meeting Facility cup CUP � ____________________ Commercial UP ______ - � Fit/health facility ��`��-�� CUP P P ��-�--��- � � U��.m�� p p � — ------'-----------------------------r----------------- Pmrk p | p � p p -------� School - Elementary, secondary, orcollege, private ------------ CUP - --- I CUP ---------- CUP CUP -��_ ��- So�o-S��dEd��o and Training CUP CUP : — CUP ------------------------------------------------------------- Studio-Arl�dance, martial arts, music, etc. p --------------------------------- p p __---------- ---------------------------------- -----r----------- -------� Theater District Theater, cinema orperforming arts CUP / CUP � — CUP / | | | Ord. 2158 RESIDENTIAL Dwelling, Multiple '''---'---'''' ---'''' CUP / CUP --------------------------------- P -------------- '--'-''---_' Dwelling, Dwe||ing.A000000� — — A.S — Section 7.030 '----------------------'-------------'--------------------- D��|ing.JuniorAommomy — -------------------'--------- — A.S — ------------ Section 7.035 -- -- ------- --------------- ______Ow*Uk��ng|*_________________________________��___L_ --[----------------------- CUp��__p____.__- ------ ____ ---- ---- I -------------- _________Homu0ooupation Home Occupation A.S(� Section 7.050 -------------------------------------- --- ''''--'--' '''-'-'---'-- Ruuidentio|care, 7mmore clients CUP(10) '---------'----------------------------------------- Reoido�o|om*hmi|i�.odu|� '----'--- CUP�� -i -------'----- �r CUP(10) _ _ Residential care facility, for the elderly P(0 p�) CUP(10) '-''''---'--'—'---''-''---'—''-''--'-'''''---'''''-''---''' Ruoidentia|inmixedunobui|ding P(1� P�� '''''-''''.'-'�'��'�')'�''''''��T'''�''''�''''�'�.-''''..''''''.'.'''. ''''---'-'-''''--'-'''''- P(10) P�0 6-4 ATTACHMENT 6 TABLE 4.3 P(16) Permitted Use CUP Conditional Use Permit Required Allowed Land Uses and Permit Requirements for S Permit Requirement in Specific Use Regulations Mixed Use Zones A Accessory use I Use Not Allowed Permit Required by Zone specific use LAND USE TYPE (1) MU1A MU1B MU1C MU2 Regulations RETAIL Adult oriented business CUP CUP — CUP Chapter 10 Artisan Shop P P — P Auto parts sales P P — — Bar, tavern, night club CUP CUP — CUP Chapter 8 Building and landscape materials sales - Indoor P P — P Gas station CUP CUP — — General retail P P — P Groceries/specialty foods - 25,000 sf or less P P — P Groceries/specialty foods - More than 25,000 sf P P — — Plant nursery P P — — Restaurant, cafe, coffee shop P P CUP P SERVICES - BUSINESS, FINANCIAL, PROFESSIONAL ATM P P P P Bank, financial services P P — P Business support service P P — P Medical services - Health Care Facility P(6) P(6) — P(6) Medical services - Major P P — P Medical services - Minor P(6), (11) P(6), (11) P P(6), (11) Office - government P P P P(6) Office - Headquarters, or processing P(6) P — P(6) Office - Professional, administrative P P P P(6) SERVICES -GENERAL Adult Day Program CUP CUP CUP P Child Care Center P(6) P(6) — P(6) Child day care - Large Family — — A(4) — Section 7.060 Child day care - Small Family A(3) A(3) A(3) A(3) Kennel, animal boarding — CUP — — Meals Assembly Business P(12) — — — Mortuary, funeral home CUP — — — Personal services P P — P Personal services - Restricted P P — P Public safety facility P P P P Vehicle services - Minor maintenance/repair — P — CUP Veterinary clinic, animal hospital P(8) P(8) — P(8) TRANSPORTATION, COMMUNICATIONS, INFRASTRUCTURE City water & sewer facility P P P P Parking facility, public or commercial CUP — — CUP Section 7.090 & Telecommunications facility S S S S Muni Code 14.44 Utility facility CUP CUP — CUP ral ATTACHMENT 6 Key to zone symbols MUM - Mixed Use 1A MU1C - Mixed Use 1C MU1 B - Mixed Use 1B MU2 - Mixed Use 2 Notes: (1) See Glossary for land use definitions. (2) Home Occupation Permit and Business License Required (3) Business License Required (4) Business License & Compliance with Section 7.060 Required (5) Site Plan and Architectural Review Required & Compliance with Section 7.040 Required (6) Use allowed only on an upper floor or behind a ground floor street fronting use; use in other locations allowed subject to a CUP (7) Permitted use (P) if limited to a maximum of 5,000 square feet on the ground floor (8) A CUP is required for overnight board and care (9) Neighborhood serving and open at lunch (10) Allowed only on floors above the ground floor (11) Urgent care facilities may be located on the ground floor as a street fronting use (12) Allowed only in a shopping center (13) Use permitted only on Lakeville Highway between Baywood Drive and Casa Grande Road (14) See section 21.030 (Residential Uses Abutting Non -Residential Uses) (15) Short-term vacation rental permit, business license and transient occupancy tax certificate required (section 7.110 of IZO) (16) Conditionally allowed as part of residential project adjacent to a planned SMART station and at a minium density of 26 units/acre Section 5: Except as amended herein, the City of Petaluma Implementing Zoning Ordinance, Ordinance No. 2300 N.C.S. remains unchanged and in full force and effect. Section 6: Severability. If any section, subsection, sentence, clause, phrase or word of this ordinance is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court of competent jurisdiction or preempted by state legislation, such decision or legislation shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Petaluma hereby declares that it would have passed and adopted this ordinance and each and all provisions thereof irrespective of the fact that any one or more of said provisions be declared unconstitutional, unlawful or otherwise invalid. Section 7: Effective Date. This ordinance shall become effective thirty (30) days after the date of its adoption by the Petaluma City Council. Section 8: Posting/Publishing of Notice. The City Clerk is hereby directed to publish or post this ordinance or a synopsis for the period and in the manner provided by the City Charter and other applicable law. rang ATTACHMENT 6 6-7 ATTACHMENT 7 AN ORDINANCE OF THE CITY OF PETALUMA, CALIFORNIA, APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF PETALUMA AND LOMAS CORONA STATION LLC AND LOMAS SMART LLC CONCERNING DEVELOPMENT OF THE CORONA STATION RESIDENTIAL PROJECT LOCATED AT 890 NORTH MCDOWELL BOULEVARD (APN 137-061-019) AND PROPERTY OWNED BY THE SONOMA MARIN AREA RAIL TRANSIT DISTRICT LOCATED AT 315 D STREET (APN 007-131-003) WHEREAS, Government Code §65864, et seq., ("State Development Agreement Law") and Chapter 23, entitled "Development Agreements" ("City Development Agreement Requirements") of the Petaluma Implementing Zoning Ordinance, Ordinance no. 2300 N.C.S, ("IZO"), specifically including IZO Section 23.010, authorize the City of Petaluma ("City") to enter into development agreements which may provide certainty to project applicants that upon approval of a project, the applicant may proceed with the project in accordance with the existing City policies, rules, and regulations, and subject to conditions of approval so as to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development; and WHEREAS, in accordance with Section 23.020 of the City Development Agreement Requirements, City development agreements are considered a combining zone with the existing district; and WHEREAS, in accordance with Section 23.030 of the City Development Agreement Requirements, the City may enter into a development agreement with any person having a legal or equitable interest in real property for the development of the property, so long as the person's interest entitles him or her to engage in such development; and WHEREAS, the City Development Agreement Requirements provide that development agreement applications shall be made in the same fashion as applications to amend the IZO, subject to the additional requirements specified in the City Development Agreement Requirements; and WHEREAS, such additional City Development Agreement Requirements include, as specified in Section 23.060, a copy of the proposed development agreement, or substantive summary of the terms proposed to be included in the development agreement, a statement signed by the applicant setting out the justification for the agreement, including a statement of special financial or long-term project considerations which make preservation of existing zoning requirements desirable throughout the life the project, and submission of the filing fee as established by City Council resolution, or absent such resolution, the fee for a rezoning application; and WHEREAS, Lomas Corona Station LLC, the owner of property at 890 North McDowell Boulevard, APN 137-061-019, in Petaluma ("Corona Property") and Lomas SMART LLC, which is in contract to purchase property owned by the Sonoma Marin Area Transit District ("SMART") located at 315 D Street, APN 007-131-003, in Petaluma ("Downtown SMART 7-1 Property") are under the same management and ownership, referred to in this ordinance as the "Developer;" and WHEREAS, Developer has submitted applications to the City for approval of development of the Corona Station Residential Project (the "Corona Project") on the Corona Property, including applications for a Zoning Text Amendment ("Corona Zoning Amendment"), a Development Agreement ("Agreement"), a Density Bonus and Development Concession/Incentive ("Corona Density Bonus"), a Tentative Subdivision Map ("Corona Tentative Map"), Conditional Use Permit ("Corona Use Permit"), and Site Plan and Architectural Review ("Corona SPAR") for a 110 unit residential project within the MUIB zone with Flood Plain -Combining (FP -C) Overlay, on the Corona Property; and WHEREAS, Developer has also proposed alternative compliance with the City's Inclusionary Housing requirements pursuant to Section 3.040 of the IZO ("Inclusionary Housing Requirements") for the Corona Project in the form of 10% of the residential units in the Corona Project being affordable to persons of moderate income level, and 5% of the residential units being affordable to persons of low income level, and the affordable units provided as single family attached units with an affordability term of at least 99 years ("Corona Alternative Inclusionary Compliance"); and WHEREAS, Developer is also in contract with SMART to purchase the Downtown SMART Property which shall in turn be sold to the Hines company ("Hines") for development of a residential project ("Downtown Project") on the Downtown SMART Property; and WHEREAS, Developer has provided the City conceptual plans for the Downtown Project, but no application has been submitted to the City for the Downtown Project, and the conceptual plans for the Downtown Project indicate a project consisting of 402 residential units and ground floor tenant amenity uses; and WHEREAS, Developer plans to obtain agreement with the City regarding alternative inclusionary housing compliance for the Downtown Project consisting of eleven (11) low income units, two (2) studio units, six (6) one bedroom units, and three (3) two bedroom units, dispersed throughout the Downtown Project (not clustered) and constructed as part of the Downtown Project, conveyance to the City of fee title to 2.5 developable acres located at 1601 Petaluma Boulevard South in Petaluma, A.P.Ns.019-210-039, 019-210-010, and 019-210-038, for development of affordable housing, and payment of housing in -lieu fees of $862,208 ("Downtown Alternative Inclusionary Compliance"), and WHEREAS, Developer plans to use the proceeds from Developer's sale of the Corona Project to purchase the Downtown SMART Property from SMART, and to sell the Downtown SMART Property to Hines, including City -approved alternative inclusionary housing compliance, but otherwise subject to future City approval of subsequent entitlement applications to be submitted by Hines; and 7-2 WHEREAS, Developer's fee ownership of the Corona Property entitles Developer to engage in the development of the Corona Property in accordance with Section 23.030 of the City Development Agreement Requirements; and WHEREAS, Developer's contractual obligation to purchase the Downtown SMART Property in accordance with the Developer/SMART Agreement entitles the Developer to engage in Development of the Downtown SMART Property in accordance with Section 23.030 of the City Development Agreement Requirements subject to the terms of the Developer/SMART Agreement; and WHEREAS, the agreement between Developer and SMART dated October 12, 2019 ("Developer/SMART Agreement") is attached to and made a part of the Agreement, and in accordance with Section 9(a) of the Developer/SMART Agreement, the close of escrow on the purchase of the Downtown SMART Property is required to occur on May 19, 2020; and WHEREAS, Section 2(a) of the Developer/SMART Agreement requires as consideration for purchase of the Downtown SMART Property a payment of $8 million, and in accordance with Section 9(c) of the Developer/SMART Agreement, Developer must deposit into escrow the remainder of the $8 million purchase amount, less a non-refundable $500,000 deposit already given by Developer and closing costs allocable to Developer by May 17, 2020; and WHEREAS, section 9(e), the Developer/SMART Agreement also requires Developer to dedicate to SMART 1.27 acres of land for construction of a SMART station on land at the corner of McDowell Boulevard and Corona Road in Petaluma ("Second Petaluma Station"), and the Corona Tentative Map includes such 1.27 acres of land as a remainder parcel; and WHEREAS, SMART intends to use the proceeds from sale of the Downtown SMART Property for construction of the Second Petaluma Station, with terms regarding construction of the Second Petaluma Station to be the subject of a separate agreement to be executed between SMART and the City ("City/SMART Agreement"); and WHEREAS, among other terms, the City/SMART Agreement will provide for allocation of $2 million to the Second Petaluma Station improvements, which will provide traffic relief in Petaluma via commuter use of the Second Petaluma Station so as to be consistent with the purposes of traffic impact costs for the Second Petaluma Station to be funded by City Traffic Development Impact Fees; and WHEREAS, Developer's payment for purchase of the Downtown SMART Property in accordance with the Developer/SMART Agreement, the proceeds of which are to be used to fund construction of the Second Petaluma Station, and Developer's dedication of 1.27 acres of land at McDowell Boulevard and Corona Road for the Second Petaluma Station are critical elements of achieving the Second Petaluma Station and essential consideration regarding the City's review of the Corona Project, the Downtown Project, and the Agreement; and WHEREAS, the City's payment of $2 million in City traffic impact fee proceeds allocated the Second Petaluma Station improvements is also a critical element of achieving the 7-3 Second Petaluma Station and essential consideration for purchase of the Downtown SMART Property and the Agreement; and WHEREAS, SMART indicates that construction work for the second planned Petaluma SMART station must coincide with the construction work on the planned Windsor SMART station scheduled for March 2020, such that Developer's payment for the Downtown SMART Property and dedication of 1.27 acres at Corona Road and Mc Dowell Boulevard must occur by the scheduled closing on the Downtown SMART Property purchase on May 19, 2020 for the Second Petaluma Station construction to proceed after completion of the Windsor station; and WHEREAS, the justification for entering into the Agreement with the Developer regarding the Corona Station Residential Project and the Downtown Project, as further described below in this ordinance, and the special long-term project considerations that make preservation of existing zoning requirements desirable throughout the life of the Corona Project, or so long as otherwise provided in the Agreement, consist of dedication of land for, and funding of, construction of the Second Petaluma SMART Station on land at McDowell Boulevard and Corona Road in Petaluma, as well as considerations regarding inclusionary housing compliance of the Corona and Downtown projects; and WHEREAS, in accordance with Section 65867 of the State Development Agreement Law and Section 23.070 of the City Development Agreement Requirements, hearings on proposed development agreements shall be held before the City's Planning Commission and the City Council, with mailed and published notice of the Planning Commission and City Council hearings given in accordance with the requirements of the State Development Agreement Law and the City Development Agreement requirements; and WHEREAS, in connection with the development of the Corona Project and Downtown Project, City Staff have prepared the proposed Agreement in accordance with the requirements of the State Development Agreement Law and the City Development Agreement Requirements for the Corona Project, which Agreement is attached to and made a part of this ordinance as Exhibit A; and WHEREAS, in accordance with the State Development Agreement Law and the City Development Agreement Requirements, the Agreement includes provisions setting forth, among other things, the effective date and term of the agreement, applicable fees, applicable rules, regulations, and policies, required infrastructure improvements and other conditions of approval, affordable housing obligations, prevailing wage rules, provisions on amendments, annual review and default, and other provisions; and WHEREAS, the conditions of approval addressed in the Agreement also include conditions requiring the Developer to build the Corona Project to sustainability standards greater than existing code requirements in that the Corona Project shall be all -electric, without any natural gas infrastructure, shall include installation of photovoltaic panels on each residential unit, shall include installation of an electric vehicle charger in each garage, and shall include a gray water valve on each residential unit; and 7-4 WHEREAS, the conditions of approval addressed in the Agreement also include conditions requiring the Downtown Project to be built to sustainability standards greater than existing code requirements, in that the Downtown Project shall be all -electric, without any natural gas infrastructure; and WHEREAS, in accordance with Section 65867.5(b) of the State Development Agreement Law and Section 23.090 of the City Development Agreement Requirements, the provisions of the Agreement are consistent with the City's General Plan and Station Area Master Plan in that the Corona Property has a Mixed Use General Plan land use designation, with a density range of up to 30 units per acre, and is consistent with the Station Area Master Plan ("SAMP") in that the project introduces residential units adjacent to the future SMART station at a density higher than surrounding development but in character with residential development in the area, provides bicycle and pedestrian connectivity improvements as prioritized in the SAMP, and directly furthers the development of the Corona Station which is a priority in both the General Plan and SAMP, and the Agreement will not be detrimental to the public health, safety or welfare in that adequate public facilities exist or will be installed as part of the Corona Project, including roads, sidewalks, water, sewer, storm drains and other infrastructure, and the Corona Property is physically suitable for the density and the type of development proposed in that it is a flat, undeveloped lot within the City's urban growth boundary with direct access to North McDowell Boulevard and Corona Road, and adjacent to the planned second Petaluma SMART station, and supports efficient land use and promotes infill at a residential density consistent with the General Plan based on the proposed density of 26 units per net acre for the Corona Project; and WHEREAS, the potential environmental impacts of the Corona Project were identified and analyzed in accordance with the requirements of the California Environmental Quality Act ("CEQA") and the CEQA Guidelines, and an Initial Study/Mitigated Negative Declaration ("IS/MND") was prepared to address potential environmental impacts of the Corona Project; and WHEREAS, pursuant to the State Development Agreement Law and the City Development Agreement Requirements, notice of a public hearing before the Planning Commission on the Corona Project Approvals, including the Agreement was mailed to all property owners within a 1,000 radius of the Corona Property, and a public hearing notice was published once in the Petaluma Argus Courier on October 17, 2019, twenty-seven days prior to the Planning Commission hearing on the Project and the Development Agreement; and WHEREAS, on November 12, 2019, November 19, 2019, and January 14, 2020, the Planning Commission held public hearing on the Corona Project Approvals, including the Agreement, at which time interested persons had an opportunity to testify either in support or opposition; and WHEREAS, at the November 19, 2019 public hearing on the Corona Project Approvals, including the Agreement, the Planning Commission considered the IS/MND prepared for the Corona Project, and deliberated on the IS/MND and the Corona Project Approvals, including the proposed Agreement, and by a vote of 5-2 adopted Resolution no. 2019-017 recommending approval of the IS/MND, Resolution no. 2019-018 recommending City Council denial of the 7-5 Agreement, Resolution No. 2019-019 recommending denial of the Corona Density Bonus, and Resolution no. 2019-020 recommending denial of the Corona Tentative Map; and WHEREAS, at the January 14, 2020 public hearing on the Corona Zoning Amendment the Planning Commission by a vote of 6-1 adopted Resolution No. 2020-01 denying the Corona Zoning Amendment; and WHEREAS, on January 15, 2020 the applicant submitted an application appealing the Planning Commission's denial of the Zoning Text Amendment; and WHEREAS, pursuant to the State Development Agreement Law and the City Development Agreement Requirements, notice of a public hearing before the City Council on the Project Approvals, including the Agreement, was mailed to all property owners within a 1,000 radius of the Property, and a public hearing notice was published once in the Petaluma Argus Courier on January 16, 2020, 11 days prior to the City Council hearing on the Project Approvals, including the Agreement; and WHEREAS, on January 27, 2020 the City Council held a public hearing on the Project Approvals, including the Agreement, at which time interested persons had an opportunity to testify either in support or opposition to the proposal; and WHEREAS, at the January 27, 2020 public hearing on the Project Approvals, including the Agreement, the City Council considered Planning Commission Resolution no. 2019-017 recommending approval of the IS/MND prepared for the Corona Project, Resolution no. 2020- 001 denying the Corona Zoning Amendment, Resolution no. 2019-018 recommending denial of the Agreement, Resolution no. 2019-019 recommending denial of the Corona Density Bonus, and Resolution no. 2019-020 recommending denial of the Corona Tentative Map, and deliberated on the IS/MND and the Project Approvals sought, including the Agreement; and WHEREAS, following the January 27, 2020 public hearing on the Project Approvals, the City Council continued the hearing to a date certain of February 10, 2020; and WHEREAS, the February 10, 2020 City Council meeting was cancelled; and WHEREAS, pursuant to the State Development Agreement Law and the City Development Agreement Requirements, notice of a public hearing before the City Council on the Project Approvals, including the Agreement, was mailed to all property owners within a 1,000 radius of the Property, and a public hearing notice was published once in the Petaluma Argus Courier on February 13, 2020, at least days prior to the City Council hearing on the Project Approvals, including the Development Agreement; and WHEREAS, on February 24, 2020 the City Council held a public hearing on the Project Approvals, including the Agreement, at which time interested persons had an opportunity to testify either in support or opposition to the proposal; and 7-6 WHEREAS, at the February 24, 2020 public hearing on the Project Approvals, including the Agreement, the City Council considered Planning Commission Resolution no. 2019-017 recommending approval of the IS/MND prepared for the Project, Resolution no. 2020-001 denying the Corona Zoning Amendment, Resolution no. 2019-018 recommending denial of the Agreement, Resolution no. 2019-019 recommending denial of the Corona Density Bonus, and Resolution no. 2019-020 recommending denial of the Corona Tentative Map, and deliberated on the Corona Project IS/MND and the Project Approvals sought, including a resolution approving the IS/MND, an ordinance approving the appeal and introducing the Corona Zoning Amendment, an ordinance introducing the Agreement, a resolution approving the Corona Density Bonus, and a resolution approving the Corona Tentative Map, and considered all of the information contained in the record concerning the proposed Project Approvals including the Agreement, and approved the Project Approvals, including the ordinance introducing the Agreement; and WHEREAS, the City Council has reviewed and considered all of the information contained in the record concerning the proposed Project Approvals including the Agreement; NOW, THEREFORE, be it ordained by the Council of the City of Petaluma as follows: SECTION 1. Recitals Made Findings The above recitals are hereby declared to be true and correct and are incorporated into this ordinance as findings of the City Council. SECTION 2. Findings for Adoption of Development Agreement The City Council has reviewed the proposed Corona Project development applications, including the proposed Agreement, and hereby makes the following findings: A. The Planning Commission has reviewed and considered the Agreement in conjunction with its review of the Corona Project and the Corona Project Approvals at the November 12, 2019 and November 19, 2019 Planning Commission hearings on the Corona Project, and following that hearing, by a vote of 5-2, adopted Resolution no. 2019-017 recommending approval of the IS/MND, Resolution no. 2019-018 recommending denial of the Agreement, Resolution No. 2019-019 recommending denial of the Corona Density Bonus, and Resolution no. 2019-020 recommending approval of the Corona Tentative Map. B. The Planning Commission has reviewed and considered the Corona Zoning Amendment at the January 14, 2020 Planning Commission hearing and following that hearing, by a vote of 6-1, adopted Resolution No. 2020-001 denying the Corona Zoning Amendment. C. The City Council held a duly noticed public hearing regarding the Corona Project Approvals including the Agreement, on January 27, 2020 and on February 24, 2020, in conformance with the notice and other provisions of the State Development Agreement Law, including Government Code Sections 65090 and 65091, and the City Development Agreement requirements. 7-7 D. The Corona Project application proposes a 110 unit residential development referred to as the Corona Station Residential Project and seeks related land use entitlements for the Corona Project, including applications for the Corona Zoning Amendment, the Agreement, Corona Density Bonus, Tentative Map, Conditional Use Permit, and SPAR on the Corona Property which is within the MUIB zone with Flood Plain -Combining (FP -C) Overlay E. The potential environmental impacts of the Corona Project were identified and analyzed in accordance with the requirements of the California Environmental Quality Act ("CEQA") and the CEQA Guidelines, and an IS/MND was prepared to address potential environmental impacts of the Project. The Planning Commission adopted Resolution No. 2019-017 on November 19, 2019 recommending approval of the IS/MND. F. The City Council approved the IS/MND for the Corona Project Approvals including the Agreement by adoption of Resolution no. on February 24, 2020 G. The proposed Agreement, Exhibit A to this ordinance, is consistent with the City's General Plan and the Station Area Master Plan in accordance with the recitals demonstrating such consistency that are incorporated into this ordinance and would direct the Corona Project's development in an orderly manner that benefits the City. H. Pursuant to the State Development Agreement Law and Section 23.090 of the City Development Agreement Requirements, the following factors, among others, have been taken into consideration, as applicable, with respect to the Agreement: the permitted uses of the Corona Property, the density or intensity of use, the maximum height and size of proposed buildings, provisions for reservation or dedication of land for public purposes, and conditions of approval necessary to ensure construction of a second planned Petaluma SMART station as well as conditions of approval specifying sustainability standards for the Corona Project and alternative inclusionary housing compliance for the Corona Project and the Downtown Project. SECTION 2. Approval of Development Agreement The City hereby approves the Agreement and authorizes the City Manager to execute on behalf of the City a Development Agreement in substantially the same fonn as attached hereto and incorporated herein as Exhibit A along with such changes to the Agreement deemed necessary or appropriate by the City Manager and approved by the City Attorney to affect the intended purposes of the Agreement. SECTION 3. Compliance with State Law A. The City will comply with all requirements of the State Development Agreement Law, and the City Development Agreement Requirements applicable to the Agreement, including, but not limited to, the requirements of Government Code sections 65856(e) and 66006. B. B. In accordance with Section 65868.5 of the State Development Agreement Law and Section 23.130 of the City Development Agreement requirements, no later than 10 days after the City enters into the Agreement, the City Clerk will record the Agreement with the County Recorder. C. C. In accordance with Section 65865.1 of the State Development Agreement Law and Section 23.080 of the City Development Agreement Requirements, the City will conduct an annual review of the Agreement to ensure compliance with its terms. SECTION 4. Severability The City Council hereby declares that every section, paragraph, sentence, clause, and phrase of this ordinance is severable. If any section, paragraph, sentence, clause or phrase of this ordinance is for any reason found to be invalid or unconstitutional, such invalidity, or unconstitutionality shall not affect the validity or constitutionality of the remaining sections, paragraphs, sentences, clauses, or phrases. SECTION 5. Effective Date. This ordinance shall be in full force and effective 30 days after its adoption and shall be published and/or posted in the manner required by the City's charter. 7-9 ATTACHMENT 7 — EXHIBIT 1 RECORD WITHOUT FEE PURSUANT TO GOVERNMENT CODE § 6103 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Petaluma City Clerk's Office 11 English Street Petaluma, CA 94952 SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY by and between the City of Petaluma, a California municipal corporation and charter city, and Lomas Corona Station, LLC and Lomas SMART, LLC, California limited liability companies concerning Property at 890 North McDowell Boulevard, A.P.N. 137-061-019 and 315 D Street, A.P.N. 007-131-003 in Petaluma, California This DEVELOPMENT AGREEMENT ("Agreement") is entered into as of the Effective Date by and between the CITY OF PETALUMA ("City"), a California municipal corporation and charter city, and LOMAS CORONA STATION LLC and LOMAS SMARTLLC, which are California limited liability companies. As both companies are under the same management and ownership, and the development projects the companies are pursuing are closely interrelated, both companies are collectively referred to as the "Developer" for purposes of this Agreement. This Agreement, concerns the development of certain real property consisting of a 6.5 acre site located at 890 North McDowell Boulevard, A.P.N. 137-061-019 ("Corona Property") in the City of Petaluma, and the development of certain real property consisting of a 6.4 acre site located at 315 D Street A.P.N. 007-131-003, ("Downtown Smart Property") in the City of Petaluma. City and Developer may each be referred to as a "Party," and collectively the "Parties." RECITALS Developer and City enter into this Agreement on the basis of the following facts, understandings and intentions, and the following recitals are a substantive part of this Agreement: 7-1-1 2//18/20 ATTACHMENT 7 — EXHIBIT 1 A. Government Code §65864, et seq., ("State Development Agreement Law") and Chapter 23, entitled "Development Agreements" ("City Development Agreement Requirements") of the Petaluma Implementing Zoning Ordinance, Ordinance no. 2300 N.C.S, ("IZO") specifically including IZO Section 23.010, authorize the City to enter into development agreements which may provide certainty to project applicants that upon approval of a project, the applicant may proceed with the project in accordance with the existing policies, rules, and regulations, and subject to conditions of approval so as to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development. B. In accordance with Section 23.020 of the City Development Agreement Requirements, City development agreements are considered a combining zone with the existing district. C. In accordance with Section 23.030 of the City Development Agreement Requirements, the City may enter into a development agreement with any person having a legal or equitable interest in real property for the development of the property so long as the person's interest entitles him or her to engage in such development. D. The City Development Agreement Requirements provide that development agreement applications shall be made in the same fashion as applications to amend the IZO, subject to the additional requirements specified in the City Development Agreement Requirements. Such additional City Development Agreement Requirements include, as specified in Section 23.060: a copy of the proposed development agreement, or substantive summary of the terms proposed to be included in the development agreement: a statement signed by the applicant setting out the justification for the agreement, including a statement of special financial or long-term project considerations which make preservation of existing zoning requirements desirable throughout the life of the project; and submission of the filing fee as established by City Council resolution, or absent such resolution the fee for a rezoning application. The justification for this Agreement and special long-term project considerations that make preservation of existing zoning requirements desirable throughout the life of the Corona Project, or so long as otherwise provided in this Agreement, consist of dedication of land for, and funding of, construction of a second Petaluma SMART station on land at McDowell Boulevard and Corona Road in Petaluma ("Second Petaluma Station"), as well as considerations regarding inclusionary housing compliance of proposed development projects on the Corona and the Downtown SMART Properties. E. In accordance with Section 65867 of the State Development Agreement Law and Section 23.070 of the City Development Agreement Requirements, hearings on proposed development agreements shall be held before the City's Planning Commission and the City Council, with mailed and published notice of the Planning Commission and City Council hearings given in accordance with the requirements of the State Development Agreement Law and the City Development Agreement requirements. F. Developer owns in fee the Corona Property, as further described in Exhibit A, which is attached hereto and hereby made a part of this Agreement. Developer's fee ownership of the Corona Property entitles Developer to engage in the development of the Corona Property in accordance with Section 23.030 of the City Development Agreement Requirements. Developer 7-1-2 2//18/20 ATTACHMENT 7 — EXHIBIT 1 plans to entitle the Corona Property and then sell it to a residential property developer who will develop the Corona Project. G. Developer has submitted applications to the City for approval of development of the Corona Station Residential Project (the "Corona Project"), including applications for a Zoning Text Amendment ("Corona Zoning Amendment"), this Agreement, a Density Bonus and Development Concession/Incentive ("Corona Density Bonus"), a Tentative Subdivision Map ("Corona Tentative Map"), Conditional Use Permit ("Corona Use Permit"), and Site Plan and Architectural Review ("Corona SPAR") for a 110 unit residential project within the MUIB zone with Flood Plain -Combining (FP -C) Overlay, on the Corona Property. Developer has also proposed alternative compliance with the City's Inclusionary Housing requirements pursuant to Section 3.040 of the IZO ("Inclusionary Housing Requirements") in the form of 10% of the residential units in the Corona Project being affordable to persons of moderate income level, and 5% of the residential units being affordable to persons of low income level, and the affordable units provided as single family attached units with an affordability term of at least 99 years ("Corona Alternative Inclusionary Compliance"). An Initial Study and Mitigated Negative Declaration ("Corona IS/MND") has been prepared for the Corona Project that will require approval by the City Council in accordance with the requirements of the California Environmental Quality Act ("CEQA"). Together, the approvals required for the Corona Project are referred to as the "Corona Project Approvals". H. Developer is also in contract with the Sonoma Marin Area Rail Transit District ("SMART") to purchase the Downtown SMART Property which shall in turn be sold to the Hines company ("Hines") for development of a residential project ("Downtown Project") on the Downtown SMART Property. Developer plans to obtain agreement with the City regarding inclusionary housing compliance for the Downtown Project, use the proceeds from Developer's sale of the Corona Project to purchase the Downtown SMART Property from SMART, and to sell the Downtown SMART Property to Hines, including City -approved alternative inclusionary housing compliance, but otherwise subject to future City approval of subsequent entitlement applications to be submitted by Hines. The agreement between Developer and SMART dated October 12, 2019 ("Developer/SMART Agreement") is attached to this Agreement as Exhibit B. In accordance with Section 9(a) of the Developer/SMART Agreement, the close of escrow on the purchase of the Downtown SMART Property is required to occur on May 19, 2020. I. Developer's contractual obligation to purchase the Downtown SMART Property in accordance with the Developer/SMART Agreement entitles the Developer to engage in development of the Downtown SMART Property in accordance with Section 23.030 of the City Development Agreement Requirements subject to the terms of the Developer/SMART Agreement. J. Developer has provided the City conceptual plans for the Downtown Project, but no application has been submitted to the City for the Downtown Project. The conceptual plans for the Downtown Project indicate a project consisting of 402 residential units and ground floor tenant amenity uses. K. Developer seeks approval of alternative compliance with the City's Inclusionary Housing Requirements for the Downtown Project in the form of a combination of on-site affordable units, 7-1-3 2//18/20 ATTACHMENT 7 — EXHIBIT 1 off-site land donation and payment of in lieu fees as provided for in the paragraph D of the City's Inclusionary Housing Requirements. Specifically, the Developer seeks approval of alternative compliance in the form of eleven (11) low income units consisting of two (2) studio units, six (6) one bedroom units, and three (3) two bedroom units, dispersed throughout the Downtown Project (not clustered) and constructed as part of the Downtown Project, conveyance to the City of fee title to 2.5 developable acres located at 1601 Petaluma Boulevard South in Petaluma, A.P.Ns.019-210-039, 019-210-010, and 019-210-038, for development of affordable housing, and payment of housing in -lieu fees of $862,208 ("Downtown Alternative Inclusionary Compliance") . L. Section 2(a) of the Developer/SMART Agreement requires as consideration for purchase of the Downtown SMART Property a payment of $8 million. In accordance with Section 9(c) of the Developer/SMART Agreement, Developer must deposit into escrow the remainder of the $8 million purchase amount, less a non-refundable $500,000 deposit already deposited by Developer plus closing costs allocable to Developer by May 17, 2020. Section 9(e), the Developer/SMART Agreement also requires Developer to dedicate to SMART 1.27 acres of land at the corner of McDowell Boulevard and Corona Road in Petaluma for construction of parking improvements at the Second Petaluma Station. The Corona Tentative Map includes such 1.27 acres of land as a remainder parcel. M. SMART intends to use the proceeds from sale of the Downtown SMART Property for construction of the Second Petaluma Station on land at McDowell Boulevard and Corona Road in Petaluma. Terms regarding construction of the Second Petaluma Station will be the subject of a separate agreement to be executed between SMART and the City ("City/SMART Agreement"). Among other terms, the City/SMART Agreement will provide for allocation of $2 million of the $8 million Developer must pay SMART for the Downtown SMART Property to the Second Petaluma Station improvements that will provide traffic relief in Petaluma via commuter use of the Second Petaluma Station so as to consistent with the purposes of traffic impact costs for the Second Petaluma Station to be funded by City Traffic Development Impact Fees. The $2 million of the $8 million Developer must pay under the Developer/SMART Agreement that is allocated to Second Petaluma Station improvements will be provided by the City to Developer pursuant to this Agreement from the proceeds of City traffic impact fees. N. Developer's payment for purchase of the Downtown SMART Property in accordance with the Developer/SMART Agreement, the proceeds of which are to be used to fund construction of the Second Petaluma Station, and Developer's dedication of 1.27 acres of land at McDowell Boulevard and Corona Road for the Second Petaluma Station improvements are critical elements of achieving the Second Petaluma Station and essential consideration regarding the City's review of the Corona Project, the Downtown Project, and this Agreement. O. The City's payment to Developer of $2million in City traffic impact fee proceeds allocated to the Second Petaluma Station improvements is also a critical element of achieving the Second Petaluma Station and essential consideration for Developer's purchase of the Downtown SMART Property and this Agreement. 7-1-4 2//18/20 ATTACHMENT 7 — EXHIBIT 1 P. SMART indicates that construction work for the Second Petaluma Station must coincide with the completion of the construction work on the planned Windsor SMART station scheduled to commence in March, 2020 such that Developer's payment for the Downtown SMART Property and dedication of 1.27 acres at Corona Road and Mc Dowell Boulevard must occur by the scheduled closing on the Downtown SMART Property purchase on May 19, 2020 for the Second Petaluma Station construction to proceed after completion of the Windsor station. Q. Through this Agreement, the Parties intend to preserve the size and density and other considerations regarding the Corona Project as set forth in the Corona Project Approvals, as defined below, and Downtown Alternative Inclusionary Compliance, as set forth in this Agreement. City and Developer each acknowledge that development and construction of the Corona Project, and the Downtown Project are large-scale undertakings involving major investments by Developer and City, and assurances that the Corona Project, and the Downtown Residential Project can be developed and used in accordance with the terms and conditions set forth herein and the existing rules governing development of the Corona Property and the Downtown SMART Property will benefit both Developer and City. R. This Agreement will eliminate uncertainty in the comprehensive development planning of the Corona Project, and alternative compliance for inclusionary housing requirements associated with the Downtown Project and provide that the Corona Property may be developed, constructed, completed and used pursuant to this Agreement, and in accordance with existing policies, rules and regulations of the City, subject to the exceptions and limitations expressed herein. Further this Agreement will (i) secure orderly development, and fiscal benefits for public services, improvements and facilities in the City (namely, funding and land for construction of the Second Petaluma Station improvements); (ii) meet the goals of the City's General Plan; (iii) plan for and concentrate public and private resources for the mutual benefit of both Developer and City; (iv) allow the City and public to obtain the benefits of public ownership and use of the public improvements contemplated herein; and (vi) establish the timing and extent of contributions required from Developer and City for these purposes. S. Prior to and/or in conjunction with approval of this Agreement and/or it taking effect, the City has taken and will take actions ("Project Approvals") in connection with the development of the Corona Project, including the following: i. Initial Study and Mitigated Negative Declaration. The environmental impacts of the Corona Project have properly been reviewed and assessed pursuant to the California Environmental Quality Act, California Public Resources Code Section 21000 et seq.; California Code of Regulations Title 14, Section 15000 et seq. ("CEQA Guidelines"); and City's local guidelines promulgated thereunder. On February 24, 2020, pursuant to CEQA, the City Council of City ("City Council") adopted Resolution no. approving the Corona IS/MND, with an effective date of . As required by CEQA, City also adopted written findings and a Mitigation Monitoring and Reporting Program ("MMRP") for the Corona Project. ii. Development Agreement. On February 24, 2020, the City Council introduced Ordinance for approval of this Agreement. On March 2, 2020, the City Council adopted Ordinance approving this Agreement, with an effective date of April 2, 2020. 7-1-5 2//18/20 ATTACHMENT 7 — EXHIBIT 1 in. Zoning Text Amendment. On February 24, 2020 the City Council introduced Ordinance for approval of the Corona Zoning Amendment. On March 2, 2020, the City Council adopted Ordinance , with an effective date of April 2, 2020 amending the text of Section 4.3 of the IZO to conditionally permit single family residential land use in the MuIB zoning district when adjacent to an existing or future SMART station. iv. Density Bonus. On February 24, 2020, the City Council adopted Resolution No. with an effective date of April 2, 2020 approving the Density Bonus and Development Concession/Incentive for the Corona Project. v. Tentative Map. On February 24, 2020 the City Council adopted Resolution No. , with an effective date of April 2, 2020, approving the Tentative Map for the Corona Property. vi. Subsequent Project Approvals — Corona Final Subdivision Map, Conditional Use Permit and Site Plan and Architectural Review. On , Developer submitted for approval a Final Subdivision Map application for the Corona Project ("Corona Final Map"). It is estimated that on or about , Planning Commission approval will be sought for adoption of a resolution approving the Corona Use Permit, subject to certain conditions of approval, for the Corona Property. It is also estimated that on or about , Planning Commission approval will be sought for adoption of a resolution approving the Corona SPAR for the Corona Project. Subsequent to approval of this Agreement, the City and Developer anticipate that the City will consider for approval the Use Permit, SPAR and Final Subdivision Map for the Corona Project, and applications for additional approvals, entitlements, and permits related to the development and operation of the Downtown Project (the "Subsequent Project Approvals"). AGREEMENT NOW, THEREFORE, pursuant to the authority contained in Section 65864 of the State Development Agreement Law, and the City Development Agreement Requirements in Chapter 23 of the IZO, and in consideration of the mutual representations, covenants and promises of the Parties, the Parties hereto agree as follows: 1. DEFINITIONS. "Administrative Agreement Amendment" shall have the meaning set forth in Section 7.4(a). "Administrative Project Amendment " shall have the meaning set forth in Section 6.3(a)(i). "Agreement" shall have the meaning set forth in the introductory paragraph preceding the Recitals. "Applicable Law " shall have the meaning set forth in Section 3.2. "Building Permit" means a permit issued by the City for the renovation or construction of a building or structure, as required by the California Building Standards Code as adopted by the City and incorporated in the Petaluma Municipal Code by reference. reQS1 2//18/20 ATTACHMENT 7 — EXHIBIT 1 "CEQA " shall have the meaning set forth in Recital G. "CEQA Guidelines" shall have the meaning set forth in Recital S. "Changes in the Law" shall have the meaning set forth in Section 3.6. "Cure Period" shall have the meaning set forth in Section 8.1. "City " shall have the meaning set forth in the introductory paragraph preceding the Recitals. "City Council " shall have the meaning set forth in Recital S. "City Manager " means the City Manager of the City or his/her designee. "Consultant Fees " shall have the meaning set forth in Section 5.5. "Corona IS/MND " shall have the meaning set forth in Recital G. "Corona Project" shall have the meaning set forth in Recital G. "Corona Project Approvals " has the meaning set forth in Recital G and including any approved Subsequent Project Approvals. "Corona Property " shall have the meaning set forth in opening paragraph of this Agreement. "Default" shall have the meaning set forth in Section 8.2. "Developer" means Lomas Corona Station, LLC, and Lomas Smart LLC, California limited liability companies, and their permitted successors and assigns. "Downtown SMART Propertv" shall have the meaning set forth in the opening paragraph of this Agreement. "Effective Date " shall have the meaning set forth in Section 2.1. "Extended Cure Period " shall have the meaning set forth in Section 8.1. "Extended Term " shall have the meaning set forth in Section 2.2(b). "Grading Permit" means a permit to commence grading issued by the City. "Impact Fees " shall have the meaning set forth in Section 5.2. "Initial Term " shall have the meaning set forth in Section 2.3(a). VREVA 2//18/20 ATTACHMENT 7 — EXHIBIT 1 "Major Agreement Amendment " shall have the meaning set forth in Section 7.4(b). "MMRP " shall have the meaning set forth in Recital G. "Mortgage " shall have the meaning set forth in Section 9.1. "Mortgagee " shall have the meaning set forth in Section 9.1. "New City Laws" shall mean City's laws, rules, regulations, official policies, standards and specifications, including those enacted or imposed by a citizen -sponsored initiative or referendum or by the City Council directly or indirectly in connection with any proposed initiative or referendum, in each case to the extent amended or otherwise imposed following the Effective Date. "Official Policy" shall mean a policy that is approved in accordance with the City's normal practice for adopting policies, that is in writing, and that was adopted prior to the Effective Date of this Agreement or that is approved by the City Council and consistent with federal, state or local laws. "Party/Parties " shall have the meaning set forth in the introductory paragraph preceding the Recitals of this Agreement. "Planning Commission " shall mean the Planning Commission of the City. "Prevailing Wage Laws " shall have the meaning set forth in Section 4.2(a). "Processing Fees " shall have the meaning set forth in Section 5.3. "Planning Manager" means the Planning Manager for the City. "State Development Agreement Law " shall have the meaning set forth in Recital A. "Subsequent Project Approvals " shall have the meaning set forth in Recital S. "Subsequent Discretionary Approvals " means all other Subsequent Project Approvals other than Subsequent Ministerial Approvals, including amendments of the project approvals, improvement agreements, architectural review permits, use pennits, lot line adjustments, subdivision maps, rezonings, development agreements, permits that are not Subsequent Ministerial Approvals, resubdivisions, and any amendments to, or repealing of, any of the foregoing. "Subsequent Ministerial Approvals " means permits or approvals that are required by Applicable Law and that are to be issued upon compliance with uniform, objective standards and regulations. They include applications for road construction permits or authorizations; grading and excavation permits; building permits, including electrical, plumbing, mechanical, Title 24 Electrical, and Title 24 Handicap permits or approvals; certificates of occupancy; encroachment 7-1-8 2//18/20 ATTACHMENT 7 — EXHIBIT 1 pen -nits; water connection permits; and any other similar permits required for the development and operation of the Project. "Terni " shall have the meaning set forth in Section 2.2. "Transfer" shall have the meaning set forth in Section 10.1. 2.1 Effective Date. This Agreement shall become effective upon the date that the ordinance approving this Agreement becomes effective (the "Effective Date"). 2.2 Term. The term ("Term") of this Agreement shall be the Initial Term together with any Extended Tenn. (a) Initial Term. The Term of this Agreement shall commence upon the Effective Date and shall extend for a period of five (5) years thereafter provided however this Agreement shall terminate with respect to the Corona Property upon the close of escrow on the Downtown SMART Property if the Developer has satisfied the City Benefit Conditions -("Initial Term"). The Initial Term has been established by the City and Developer as a reasonable estimate of the time required for the City to receive the public benefits set forth in Article 6 with respect to the Corona Project and to develop the Downtown Project. (b) Extended Term. Provided neither City nor Developer have terminated this Agreement, or this Agreement has not expired in accordance with its tenns, and Developer has fully complied with all teens of this Agreement, Developer may request in writing that City extend the Initial Tenn of this Agreement for an additional two-year period ("Extended Term"). Such written request must be delivered to City not earlier than two hundred seventy (270) days nor later than one hundred twenty (120) days prior to the termination date of the Initial Term. (c) City Review of Request for Extended Term. Upon receipt of such request, City shall undertake a review of Developer's good faith compliance with the terms of this Agreement in the same manner as set forth in Section 8.5 for a periodic review of this Agreement. Developer and City shall comply with the provisions of Section 8.5 with respect to such review so that it can be completed prior to the expiration of the Initial Term. If Developer has met all requirements of this Agreement in City's reasonable discretion, City may approve such extension. If the Initial Term of this Agreement is extended in accordance with the provisions of this Section, City shall record an instrument giving notice of the Extended Term and the termination date thereof, provided that if this Agreement has terminated with respect to the Corona Property, such notice shall only be recorded against the Downtown SMART Property. 2.3 Expiration. Following the earlier of the expiration of the Term or the close of escrow on the Downtown SMART Property and satisfaction of the City Benefit Conditions in accordance with this Agreement, this Agreement shall be deemed terminated and of no further force and effect with respect to the Corona Property. Following the expiration of the Term, or the earlier completion of development of the Downtown Project, and all of Developer's obligations in 7-1-9 2//18/20 ATTACHMENT 7 — EXHIBIT 1 connection therewith, or the earlier termination of this Agreement in accordance with its terms, this Agreement shall be deemed terminated and of no further force and effect with respect to the Downtown Project, subject, however, to the provisions of Section 8 below. 2.4 Developer Representations and Warranties. Developer represents and warrants to City that, as of the Effective Date: (a) Developer is owner in fee of the Corona Property; (b) Developer is in contract with SMART to purchase the Downtown SMART Property pursuant to the Developer/SMART Agreement, the Developer/SMART Agreement remains in effect and Developer is in compliance in all material respects with the Developer/SMART Agreement (c) Developer: (i) is organized and validly existing under the laws of the State of California; (ii) to the extent required, has qualified and been authorized to do business in the State of California and has complied with all requirements pertaining thereto; and (iii) to the extent required, is in good standing and has all necessary powers under the laws of the State of California to own property; (d) No approvals or consents of any persons are necessary for the execution, delivery or performance of this Agreement by Developer, except as have been obtained; (e) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action; and (f) This Agreement is a valid obligation of Developer and is enforceable in accordance with its terms. 3. DEVELOPMENT OF THE PROPERTY. 3.1 Vested Rights. The Corona Property and the Downtown SMART Property are hereby made subject to the provisions of this Agreement. Developer shall have the vested right to develop the Corona Property, and the Corona Project in accordance with and subject to the Corona Project Approvals, the Subsequent Project Approvals, Applicable Law and this Agreement, which shall control the permitted uses, density and intensity of use of the Corona Property and the maximum height and size of buildings on the Corona Property and the alternative inclusionary housing compliance for the Corona Property. Developer shall, subject to obtaining the necessary entitlement for the development of the Downtown SMART Property, have the vested right to develop the Downtown SMART Property in accordance with the Downtown Alternative Inclusionary Compliance. 3.2 Applicable Law. City and Developer acknowledge and agree that City is restricted in its authority to limit its police power by contract and that the limitations, reservations and exceptions contained in this Agreement are intended to reserve to City all of its police power that cannot be so limited. Notwithstanding the foregoing reservation of City, it is the intent of City 7-1-10 2//18/20 ATTACHMENT 7 — EXHIBIT 1 and Developer that this Agreement be construed to provide Developer with the maximum rights afforded by law, including but not limited to, the State Development Agreement Law and the City Development Agreement Requirements. Therefore, the laws, rules, regulations, official policies, standards and specifications of City applicable to the development of the Corona Property and/or the Corona Project shall be (collectively, "Applicable Law"): (a) Those rules, regulations, official policies, standards and specifications of the City set forth in the Corona Project Approvals and this Agreement; (b) With respect to matters not addressed by and not otherwise inconsistent with the Corona Project Approvals and this Agreement, those laws, rules, regulations, official policies, standards and specifications (including City ordinances and resolutions) governing permitted uses, building locations, timing and manner of construction, densities, intensities of uses, heights and sizes, and requirements for on- and off-site infrastructure and public improvements, in each case only to the extent in full force and effect on the Effective Date; (c) New City Laws that relate to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure imposed at any time, provided such New City Laws are uniformly applied on a City- wide basis to all substantially similar types of development projects and properties; (d) New City Laws that revise City's uniform construction codes, including City's building code, plumbing code, mechanical code, electrical code, fire code, grading code and other uniform construction codes, as of the date of permit issuance, provided, that such New City Laws are uniformly applied on a City-wide basis to all substantially similar types of development projects and properties; (e) New City Laws that are necessary to protect physical health and safety of the public, provided, that such New City Laws are uniformly applied on a City-wide basis to all substantially similar types of development projects and properties; and (f) New City Laws that do not apply to the Corona Property and/or the Corona Project due to the limitations set forth above, but only to the extent that such New City Laws are accepted in writing by Developer in its sole discretion. 3.3 Regulation by Other Public Agencies. City and Developer acknowledge and agree that other governmental or quasi -governmental entities not within the control of City possess authority to regulate aspects of the development of the Corona Property, the Corona Project, the Downtown SMART Property and the Downtown Project, and that this Agreement does not limit the authority of such other public agencies. City shall cooperate with Developer in Developer's effort to obtain such permits and approvals as may be required by other governmental or quasi - governmental entities in connection with the development of, or the provision of services to, the Corona Property, the Corona Project, Downtown SMART Property and the Downtown Project; provided, however, City shall have no obligation to incur any costs, without compensation or reimbursement, or to amend any City policy, regulation or ordinance in connection therewith. VD811 2//18/20 ATTACHMENT 7 — EXHIBIT 1 3.4 Life of Project Approvals. The term of any and all Corona Project Approvals shall automatically be extended for the longer of the Tenn or the term otherwise applicable to such Corona Project Approvals. The tenn of the Downtown Alternative Inclusionary Compliance shall be the Term of this Agreement. Without limiting the generality of the foregoing, pursuant to the Subdivision Map Act, any vesting or tentative maps heretofore or hereafter approved in connection with development of the Corona Project and the Corona Property shall be extended for the Tenn (and may be subject to other extensions provided under the Subdivision Map Act). 3.5 Developer's Right to Rebuild. City agrees that Developer may renovate or rebuild portions of the Corona Project at any time within the Term should it become necessary due to any casualty, including natural disaster or changes in seismic requirements. Such renovations or reconstruction shall be processed as a Subsequent Project Approval consistent with all prior Project Approvals and Applicable City Law. Any such renovation or rebuilding shall be subject to all design, density and other limitations and requirements imposed by this Agreement, and shall comply with the Project Approvals, Applicable City Law, and the requirements of CEQA. 3.6 State and Federal Law. As provided in Section 65869.5 of the State Development Agreement Law, this Agreement shall not preclude the applicability to the Corona Project or the Downtown Project of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in State or Federal laws or by changes in laws, regulations, plans or policies of special districts or other governmental entities, other than City, created or operating pursuant to the laws of the State of California ("Changes in the Law"). In the event Changes in the Law prevent or preclude, or render substantially more expensive or time consuming, compliance with one (1) or more provisions of this Agreement, the City and Developer shall meet and confer in good faith in order to determine whether such provisions of this Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with Changes in the Law. Nothing in this Agreement shall preclude City or Developer from contesting by any available means (including administrative or judicial proceedings) the applicability to the Corona Project or the Downtown Project any such Changes in the Law. 4. DEVELOPMENT STANDARDS. 4.1 Compliance with State and Federal Law. Developer, at its sole cost and expense, shall comply with requirements of, and obtain all permits and approvals required by, regional, State and Federal agencies having jurisdiction over the Corona Project and the Downtown Project. 4.2 Prevailing Wage Requirements. (a) Developer acknowledges and agrees that all improvements paid for directly or indirectly with public funds will constitute construction, alteration, demolition, installation, or repair work done under contract and paid for in whole or in part out of public funds as provided under California Labor Code Section 1720. Accordingly, if and only to the extent applicable, Developer shall comply with, and cause its contractors and subcontractors to comply with, all State Labor Code requirements and implementing regulations of the Department of Industrial Relations pertaining to "public works" (collectively, "Prevailing Wage Laws"). Developer shall require the 7-1-12 2//18/20 ATTACHMENT 7 — EXHIBIT 1 contractor(s) for the Corona Project, the Downtown Project, or any portion thereof involving any such publicly financed improvements, to submit, upon request by City or County, as applicable, certified copies of payroll records to City, and to maintain and make records available to City and its designees for inspection and copying to ensure compliance with Prevailing Wage Laws, as applicable. Developer shall also include in each of its contractor agreements with respect to any such publicly financed improvements, a provision in form acceptable to City, obligating the contractor to require its contractors and/or subcontractors to comply with Prevailing Wage Laws, as applicable, and to submit, upon request by City, certified copies of payroll records to City and to maintain and snake such payroll records available to City and its designees for inspection and copying during regular business hours at the Property or at another location within City. (b) Developer shall defend (with counsel chosen by the City), indemnify, assume all responsibility for, and hold harmless City and its officers, officials, employees, volunteers, agents and representatives from and against any and all present and future liabilities, obligations, orders, claims, damages, fines, penalties and expenses (including attorneys' fees and costs) arising out of or in any way connected with Developer's or its contractors' obligations to comply with all Prevailing Wage Laws, including all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code sections 1726 and 1781. 4.3 -Sales Tax Point of Sale Designation. Developer shall request that all persons and entities providing bulk lumber, concrete, structural steel and pre -fabricated building components, such as roof trusses, to be used in connection with the construction and development of, or incorporated into, the Corona Project and/or the Downtown Project, designate City as the sole point-of-sale for purposes of computing sales taxes due under the Bradley -Burns Uniform Local Sales and Use Tax Law (California Revenue and Taxation Code sections 7200 et seq. and implementing regulations) on the sale of such bulk construction and building materials and components. Developer shall not be in default hereunder if such request is not agreed to by such persons and entities providing such materials to the Project. 5. FEES AND EXACTIONS. 5.1 Development Fees, Taxes and Exactions. Developer shall pay all fees, special assessments, special taxes, exactions and dedications payable due to the development, build out, occupancy and use of the Corona Property and the Downtown Property pursuant to this Agreement including Impact Fees, Processing Fees, Taxes and Assessments, and Consultant Fees. 5.2 Impact Fees. Developer shall pay all development impact fees in effect and applicable to the Corona Project as of the Effective Date ("Impact Fees"). Impact fees shall be paid at the rate in effect as of the Effective Date with annual increases based on the Construction Cost Index from the Engineering News Report. The impact fees for the Downtown Project shall be those in effect and applicable to the Downtown Project when its project approvals are sought. 5.3 Processing Fees. City may charge and Developer agrees to pay all processing fees, application, inspection and monitoring fees, and staff and legal fees ("Processing Fees"), for land use approvals, grading and building permits, general plan maintenance fees, and other permits and entitlements, which are in force and effect on a City-wide basis at the time those 7-1-13 2//18/20 ATTACHMENT 7 — EXHIBIT 1 pennits, approvals or entitlements are applied for on any or all portions of the Corona Project and the Downtown Project, and which are intended to cover the actual costs of processing the foregoing. 5.4 Taxes and Assessments. City may charge and Developer agrees to pay any new, increased or modified taxes or assessments, imposed as a condition of or in connection with any Subsequent Project Approvals or otherwise, provided such taxes and assessments are equally applied on a City-wide basis and have a uniform effect on a broadly-based class of land, projects, or taxpayers, as applicable, within the City ("Taxes and Assessments"). 5.5 Consultant Fees. In addition to charging the foregoing Processing Fees, City may, in its sole discretion, contract with one or more outside inspectors, engineers, attorneys or consultants to perform all or any portion of the monitoring, inspection, testing, application processing and evaluation services to be performed in connection with construction and development of the Corona Project and/or the Downtown Project or in connection with the periodic review of the Agreement ("Consultant Fees"). Developer shall pay to City, within 30 days following City's written demand therefore, the full amount of all Consultant Fees. City shall provide copies of consultant bills that City asks Developer to pay pursuant to this paragraph at the same time that the City submits an invoice seeking payment to Developer. In the event that a consultant bill contains attorney-client privileged communications, City may redact those portions of the consultant bill that are privileged. The Consultant Fees, shall be in addition to, and not in lieu of, the Processing Fees. The City shall not double -charge Developer through the imposition of both Processing Fees and Consultant Fees. 6. BENEFITS TO CITY. The following conditions regarding benefits to City related to the Corona Project and the Downtown Project ("City Benefit Conditions") are essential consideration for this Agreement, without which the City would not have entered this Agreement and/or may have made different decisions regarding the Project Approvals for the Corona Project and the Downtown Alternative Inclusionary Housing Compliance. The City Benefit Conditions in Sections 6.1 and 6.2 must be satisfied by or before May 17, 2020, which is the date set forth in -the Developer/SMART Agreement for deposit of funds into escrow, provided, however, if the date for deposit of funds in the Developer/SMART Agreement is extended, the date for satisfaction of the City Benefit Conditions shall also be extended. Satisfaction of the City Benefit Conditions is dependent upon in part the City taking certain actions, including entering into the City/SMART Agreement and approving the Corona Final Map, Corona Use Permit and Corona SPAR for the Corona Project. If Developer fails to satisfy the City Benefit Conditions in Sections 6.1 and 6.2 by the close of escrow on the Downtown SMART Property and the City's condition precedents to the satisfaction of the City Benefit Conditions have been satisfied, then, unless the City and Developer otherwise agree in writing by amendment to this Agreement in accordance with its terms, the City may pursue any of its remedies in accordance with Section 8 against Developer and/or any successor owner(s) of the Corona Property. Without limiting Developer's obligations under Section 10.2 of this Agreement, Developer's obligations to satisfy the City Benefit Conditions and the City's remedies for breach of such obligations shall be covenants running with the Corona Property in accordance with Section 10.2 unless and until satisfied. Developer's 7-1-14 2//18/20 ATTACHMENT 7 — EXHIBIT 1 obligations to satisfy the conditions in sections 6.1 and 6.2 of this Agreement are subject to the City providing the payment specified in Section 6.1(a) into escrow in accordance with that provision. Once the City Benefit Conditions in Sections 6.1 and 6.2 are satisfied, they shall cease to be covenants running with the Corona Property in accordance with Section 10.2 and this Agreement shall terminate with respect to the Corona Property subject, however, to the provisions of Section 8 below. 6.1 Payment to SMART. In accordance with Section 9(c) of the Developer/SMART Agreement, Developer is obligated to deposit into escrow $8 million, $2 million of which is to be paid by the City in accordance with subsection (a) below and $500,000 of which has already been deposited, as payment for the Downtown SMART Property, which funds will be used to fund the cost of constructing the Second Petaluma Station in accordance with this section. Developer must cause deposit into escrow for SMART $5.5 million. _(a) If, and only if, City and SMART have executed the City/SMART Agreement providing for allocation of $2 million of the $8 million Developer must pay SMART for the Downtown SMART Property to fund the Second Petaluma Station improvements that will provide traffic relief in Petaluma via commuter use of the Second Petaluma Station, and obligating SMART to construct the Second Petaluma Station using the proceeds from the Developer/SMART Agreement and without further financial contribution by the City, then, by or before May 17, 2020, City will deposit into the escrow established for Developer's purchase of the Downtown SMART Property pursuant to the Developer/SMART Agreement $2 million in City traffic impact fee proceeds for the Second Petaluma Station improvements. In the event City and SMART are unable to reach agreement on the City/SMART agreement in accordance with this provision, despite City's reasonable efforts to do so, then City's obligation to provide a $2 million -payment to Developer pursuant to this Agreement is excused, without City liability of any kind, notwithstanding any provision of this Agreement to the contrary, and Developer and/or City may tenninate this Agreement in accordance with its terms. (b) To satisfy this condition, Developer's payment to SMART must be at the time and in the manner and in all respects in accordance with the Developer/SMART Agreement. Provided the that the City has approved the Corona Final Map, the Corona Use Permit and the Corona SPAR for the Corona Project, and timely paid into escrow $2 million in City traffic impact fee proceeds for the Second Petaluma Station improvements, Developer's payment of the purchase price for the Downtown SMART Property in accordance with the Developer/SMART Agreement must occur by or before May 17, 2020. Developer must provide City with verification, reasonably satisfactory to the City, of the deposit of all funds required from Developer under the Developer/SMART Agreement in satisfaction of this condition. 6.2 Dedication of 1.27 acres to SMART. Provided that the City has approved the Corona Final Map for the Corona Project, the Developer must dedicate to SMART approximately 1.27 acres of land at the corner of McDowell Boulevard and Corona road in Petaluma for construction of improvements for the Second Petaluma Station. To satisfy this condition, Developer's dedication to SMART of approximately 1.27 acres of land must be at the time and in the manner and in all respects in accordance with the Developer/SMART Agreement. In any case, Developer's dedication of approximately 1.27 acres of land to SMART must occur by or before VQaR 2//18/20 ATTACHMENT 7 — EXHIBIT 1 May 17, 2020. Developer must provide City with verification reasonably satisfactory to the City, of dedication to SMART of approximately 1.27 acres of land, which verif"ication_May be accomplished via a dedication of property pursuant to the Final Subdivision Map. 6.3 Project sustainability standards. Developer agrees that the Corona Project will be subject to sustainability standards greater than those in existing code requirements in that the Corona Project shall be all -electric, without any natural gas infrastructure, shall include installation of photovoltaic panels on each residential unit, and shall include installation of an electric vehicle charger in each garage. Developer agrees that the Downtown Project will also be subject to sustainability standards greater than those in existing code requirements in that the Downtown Project shall be all electric, without any natural gas infrastructure. 6.4 Alternative inclusionary housing compliance for the Corona Project. In satisfaction of the inclusionary housing requirements prescribed by Section 3.040 of the IZO, the City will accept the Corona Project including a mix of affordable units such that 10% of the residential units are affordable to persons of moderate income level, and 5% of the units are affordable to persons of low income level, with all of the Corona Project affordable units provided as single family attached units with an affordability term of at least 99 years. 6.5 Alternative inclusionary housing compliance for the Downtown Project. In satisfaction of the inclusionary housing requirements prescribed by Section 3.040 of the IZO, the City will accept alternative compliance to satisfy the inclusionary housing requirements for the Downtown Station Residential Project including eleven (11) low income units consisting of two (2) studio units, six (6) one bedroom units, and three (3) two bedroom units, dispersed throughout the Downtown Project (not clustered) and constructed as part of the Downtown Project, donation of 2.5 acres of developable property at 1601 Petaluma Boulevard South, A.P.Ns.019-210-039, 019- 210-010, and 019-210-038, for development of affordable housing, and payment of housing in - lieu fees of $862,208. 6.6 Public Improvements. Developer shall construct public improvements that are requirements of the Corona Project Approvals in accordance with the City's standards and specifications and plans and specifications to be approved by City, in City's sole discretion, pursuant to the Project Approvals and the conditions of approval set forth therein. 7. COOPERATION AND IMPLEMENTATION. 7.1 Subsequent Project Approvals. Developer and City acknowledge and agree that Developer may submit applications for Subsequent Project Approvals. In connection with any Subsequent Project Approval, the City shall exercise its discretion in accordance with Applicable Law, the Corona Project Approvals and the Downtown Alternative Inclusionary Compliance and, as provided by this Agreement. 7.2 Processing Applications for Subsequent Project Approvals. (a) Developer acknowledges that City cannot begin processing applications for Subsequent Project Approvals until Developer submits complete applications on a timely basis. Developer 7-1-16 2//18/20 ATTACHMENT 7 — EXHIBIT 1 shall use its best efforts to (i) provide to City in a timely manner any and all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder; and (ii) cause Developer's planners, engineers, and all other consultants to provide to City in a timely manner all such documents, applications, plans and other materials required under Applicable Law. It is the express intent of Developer and City to cooperate and diligently work to obtain any and all Subsequent Project Approvals. (b) Upon submission by Developer of all appropriate applications and processing fees for any pending Subsequent Project Approval, City shall, as allowed by law, reasonably and diligently, subject to City ordinances, policies and procedures regarding hiring and contracting, commence and complete all steps necessary to act on Developer's currently pending Subsequent Project Approval applications. (d) Nothing herein shall limit the ability of City to require the necessary environmental review, reports, analysis or studies to assist in determining that the requested Subsequent Ministerial Approval is consistent with this Agreement and the Corona Project Approvals. If the City determines that an application for a Subsequent Ministerial Approval is not consistent with this Agreement or the Corona Project Approvals and should be processed as an application for a Subsequent Discretionary Approval rather than a Subsequent Ministerial Approval, the City shall specify in writing the reasons for such determination and may propose a modification which would be processed as a Subsequent Ministerial Approval. Developer shall then either modify the application to conform to this Agreement and the Corona Project Approvals, as the case may be, or the City shall process the application as an application for a Subsequent Discretionary Approval. (e) City shall process Developer's applications for Subsequent Project Approvals to the fullest extent allowed by Applicable Law and Developer may proceed with Subsequent Project Approvals as provided for herein to the fullest extent allowed by Applicable Law. 7.3 Amendment of this Agreement. This Agreement may be amended from time to time, in whole or in part, by mutual written consent of the Parties or their successors in interest, as follows: (a) Administrative Agreement Amendments. Any amendment to this Agreement which does not substantially affect (a) the Tenn of this Agreement; (b) permitted uses of the Corona Property; (c) provisions for the reservation or dedication of land; (d) conditions, terms restrictions or requirements for subsequent discretionary actions; (e) increases in the density or intensity of the use of the Corona Property or the maximum height or size of proposed buildings; (f) the Downtown Alternative Inclusionary Housing Compliance or (g) monetary contributions by Developer, shall be deemed an "Administrative Agreement Amendment" and the City Manager, except to the extent otherwise required by Applicable Law, may approve the Administrative Agreement Amendment without notice and public hearing. (b) Major Agreement Amendments. Any amendment to this Agreement which is determined not to be an Administrative Agreement Amendment as set forth above shall be deemed a "Major Agreement Amendment" and shall require giving of notice and a public hearing before the MEN 2//18/20 ATTACHMENT 7 — EXHIBIT 1 Planning Commission and City Council in accordance with Applicable Law. The City Manager shall have the authority to determine if an amendment is a Major Agreement Amendment or an Administrative Agreement Amendment. 7.4 Mitigation Measures. Developer shall comply with all mitigation measures in the Corona Project MMRP. Developer shall comply with all additional mitigation measures imposed as a result of the Corona IS/MND. 7.5 Cooperation in the Event of Legal Challenge. (a) City and Developer, at Developer's sole cost and expense, shall cooperate in the event of any court action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, any Corona Project Approvals, any Subsequent Project Approvals or the Downtown Alternative Inclusionary Compliance and City shall appear in the action and defend its decision, except that City shall not be required to be an advocate for Developer. To the extent that Developer determines to contest or defend such litigation challenges, Developer shall reimburse City, within ten (10) days following City's written demand therefore, which may be made from time to time during the course of such litigation, all costs incurred by City in connection with the litigation challenge, including City's administrative, legal and court costs, provided that City, it its sole discretion shall determine to either: (a) elect to joint representation by Developer's counsel; or (b) retain an experienced litigation attorney. If Developer defends any such legal challenge, Developer shall indemnify, defend, and hold harmless City and its officials and employees from and against any claims, losses, or liabilities assessed or awarded against City by way of judgment, settlement, or stipulation. Nothing herein shall authorize Developer to settle such legal challenge on terms that would constitute an amendment or modification of this Agreement, any Corona Project Approvals, any Subsequent Project Approvals or the Downtown Alternative Inclusionary Compliance, unless such amendment or modification is approved by City in accordance with applicable legal requirements, and City reserves its full legislative discretion with respect thereto. (b) In addition, City shall have the right, but not the obligation, to contest or defend such litigation challenges in the event the Developer elects not to do so. If the City elects to contest or defend such litigation challenges and is successful, Developer shall be bound by the terms of this Agreement and shall be responsible for the City's reasonable attorneys' fees and costs of such contest or defense. 7.6 Indemnity and Hold Harmless. Developer shall indemnify and hold City and its elected and appointed officers, agents, employees, and representatives harmless from and against any and all claims, costs, liabilities and damages (including attorneys' fees and costs), including without limitation bodily injury, death, or property damage, resulting directly or indirectly from the approval or implementation of this Agreement, the development and construction of the Corona Project or the Downtown Project by or on behalf of Developer, or from any operations performed under this Agreement, whether such operations were performed by Developer or any of Developer's contractors, subcontractors, agents, employees, except to the extent such claims, costs and liabilities arise from the active negligence or willful misconduct of City, its elected and appointed officers, agents, employees, representatives, contactors or subcontractors. 7-1-18 2//18/20 ATTACHMENT 7 — EXHIBIT 1 8. DEFAULT AND REMEDIES. 8.1 Breach. Subject to extensions of time under this Agreement or by mutual consent in writing, the failure or delay by either Party to perform any term or provision of this Agreement shall constitute a breach of this Agreement. In the event of alleged breach of any terms or conditions of this Agreement, the Party alleging such breach shall give the other Party notice in writing specifying the nature of the breach and the manner in which said breach or default may be satisfactorily cured, and the Party in breach shall have thirty (30) days following such notice ("Cure Period") to cure such breach, except that in the event of a breach of an obligation to make a payment, the Party in breach shall have ten (10) days to cure the breach. If the breach is of a type that cannot be cured within thirty (30) days, the breaching Party shall, within a thirty (30) day period following notice to the non- breaching Party, notify the non -breaching Party of the time it will take to cure such breach which shall be a reasonable period under the circumstances ("Extended Cure Period"); commence to cure such breach; and be proceeding diligently to cure such breach. During the Cure Period or Extended Cure Period, the Party charged shall not be considered in default for purposes of termination or institution of legal proceedings, but the City's right to refuse to issue a permit or Subsequent Project Approval under Section 8.3, shall not be limited by this provision. The failure of any Party to give notice of any breach shall not be deemed to be a waiver of that Party's right to allege any other breach at any other time. 8.2 Default. If the breaching Party has not cured such breach within the Cure Period or the Extended Cure Period, if any, such Party shall be in default ("Default"), and the non- breaching Party, at its option, may terminate the Agreement, institute legal proceedings pursuant to this Agreement and shall have such remedies as are set forth in Section 8.4 below. 8.3 Withholding of Permits. In the event of a Default by Developer, City shall have the right to refuse to issue any permits or other approvals to which Developer would otherwise have been entitled pursuant to this Agreement. This provision is in addition to and shall not limit any actions that City may take to enforce the conditions of the Project Approvals. 8.4 Remedies. (a) In the event of a Default by City or Developer, the non -defaulting Party shall have the right to terminate this Agreement upon giving notice of intent to terminate pursuant to Government Code Section 65868 and regulations of City implementing such section. Following notice of intent to terminate, the matter shall be scheduled for consideration and review in the manner set forth in Government Code Section 65867 and City regulations implementing said section. Following consideration of the evidence presented in said review before the City Council, either Party alleging Default by the other Party may give written notice of termination of this Agreement to the other Party. Termination of this Agreement shall be subject to the provisions of Section 8.8 below. (b) City and Developer agree that in the event of Default by City, the Parties intend that the only remedy shall be termination of this Agreement, declaratory relief or specific performance of this Agreement. The Parties further agree that in the event of Default by Developer, the City's 7-1-19 2//18/20 ATTACHMENT 7 — EXHIBIT 1 primary remedy would be specific performance of the terms and provisions of this Agreement or termination or expiration of this Agreement. In no event shall either Party be entitled to any actual, consequential, punitive, or special damages. If City issues an Approval pursuant to this Agreement in reliance upon a a specified condition being satisfied by Developer in the future, and if Developer then fails to satisfy such condition, City shall be entitled to specific performance for the purpose of causing Developer or any successor to satisfy such condition or to revoke or repeal or otherwise rescind such approval, or to terminate this Agreement, in the City's sole discretion and in accordance with applicable law. (c) In addition to any other rights or remedies, either Party may institute legal or equitable action to cure, correct or remedy any Default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation hereof, or to obtain any other remedies consistent with the purpose of this Agreement except as limited by Section 8.4(b) above. Any such legal action shall be brought in the Superior Court for Sonoma County, California. 8.5 Periodic Review. (a) The annual review date for this Agreement shall be the month and day of the Effective Date. No later than 60 calendar days prior to the annual review date, Developer shall submit to the City an accounting of the fees due and paid to the City, any assignments or transfers of the Corona Property and all construction of public improvements under this Agreement -or the Downtown Property. Developer shall initiate the annual review by submitting a written request to the Planning Manager. Developer shall submit an application and pay all legally required fees as required by the City and provide evidence as determined necessary by the Planning Manager to demonstrate good faith compliance with the provisions of this Agreement. However, failure to initiate the annual review within 30 days of receipt of written notice to do so from City shall not constitute a Default by Developer under this Agreement, unless City has provided actual notice and opportunity to cure and Developer has failed to so cure. (b) Failure of 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. 8.6 Enforced Delay; Extension of Time of Performance. Subject to the limitations set forth below, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; litigation; unusually severe weather; acts or omissions of the other Party; or acts or failures to act of any other public or governmental agency or entity (other than the acts or failures to act of City which shall not excuse performance by City). An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause but in any event shall not exceed a cumulative total of two (2) years. Developer acknowledges that adverse changes in economic conditions, either of Developer specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing or other lack of funding to complete the work of on-site and 7-1-20 2//18/20 ATTACHMENT 7 — EXHIBIT 1 off-site improvements shall not constitute grounds of enforced delay pursuant to this Section. Developer expressly assumes the risk of such adverse economic or market changes and/or financial inability, whether or not foreseeable as of the Effective Date. 8.7 Resolution of Disputes. With regard to any dispute involving the Project, the resolution of which is not provided for by this Agreement, or Applicable Law, Developer shall, at City's request, meet with City. The parties to any such meetings shall attempt in good faith to resolve any such disputes. Nothing in this Section shall in any way be interpreted as requiring that Developer and City reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on City or Developer unless expressly agreed to by the parties to such meetings. 8.8 Termination. This Agreement shall terminate upon the earlier of (i) expiration of the Term, or (ii) after all appeals have been exhausted before a final court of judgment, or issuance of a final court order directed to the City to set aside, withdraw, or abrogate the City's approval of this Agreement or any material part thereof. Upon termination of this Agreement as to the Corona Property or the Downtown SMART Property, at the request of Developer, the City shall record a Notice of Tennination for each affected parcel in a forin satisfactory to the City Attorney in the Office of the Sonoma County Recorder. In the event this Agreement is terminated, neither party shall have any further rights or obligations hereunder, except for those obligations of Developer set forth in Sections 4.2 (Prevailing Wage), 7.5 (Cooperation in the Event of Legal Challenge), and 7.6 (Indemnity and Hold Harmless), which sections shall survive the termination of this Agreement. 9. MORTGAGEE PROTECTION; CERTAIN RIGHTS OF CURE. 9.1 Mortgagee Protection. This Agreement shall be superior and senior to all liens placed upon the Property or any portion thereof after the date on which this Agreement or a memorandum thereof is recorded, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement shall be binding upon and effective against all persons and entities, including all deed of trust beneficiaries or mortgagees ("Mortgagees") who acquire title to the Property or any portion thereof by foreclosure, trustee's sale, deed in -lieu -of foreclosure, voluntary transfer or otherwise. 9.2 Mortgagee Obligations. City, upon receipt of a written request from a foreclosing Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Developer under this Agreement, provided that all defaults by Developer hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as reasonably possible, provided, however, that in no event shall such Mortgagee personally be liable for any defaults or monetary obligations of Developer arising prior to acquisition of possession of such property by such Mortgagee. The foreclosing Mortgagee shall have the right to find a substitute developer to assume the obligations of Developer, which substitute shall be considered for approval by the City pursuant this Agreement. In any event, a Mortgagee shall not be entitled to devote the Property to any use except in full compliance with the Project Approvals nor to construct any improvements thereon 7-1-21 2//18/20 ATTACHMENT 7 — EXHIBIT 1 or institute any uses other than those uses or improvements provided for or authorized by the Agreement or the Project Approvals. 9.3 Notice of Default to Mortgagee. If City receives notice from a Mortgagee requesting a copy of any notice of default given to Developer and specifying the address for service thereof, City shall endeavor to deliver to the Mortgagee, concurrently with service thereof to Developer, all notices given to Developer describing all claims by the City that Developer has defaulted hereunder. If City determines that Developer is not in compliance with this Agreement, City also shall endeavor to serve notice of noncompliance on the Mortgagee concurrently with service on Developer. Each Mortgagee shall have the right, but not the obligation, during the same period available to 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 City's notice. 10. ASSIGNABILITY. 10.1 Assignment by Developer. Developer may not convey, assign or transfer ("Transfer") any of its interests, rights or obligations under this Agreement without the prior written consent of City prior to satisfaction of the City Benefit Conditions, which consent shall not be unreasonably withheld or delayed. Any Transfer after the satisfaction of the City Benefit Conditions shall not require the consent of the City. Any Transfer of all or a portion of this Agreement shall be documented by an Assignment and Assumption Agreement in a form reasonably acceptable to the City. In no event shall the obligations conferred upon Developer under this Agreement be transferred except through a transfer of all or a portion of the Corona Property and/or the Downtown Property. During the Term, Developer shall provide City with written notice of a Transfer of any interest in this Agreement forty-five (45) days prior to any such Transfer, and if such Transfer requires the City consent, the notice of Transfer shall be accompanied by quantitative and qualitative information that substantiates, to the City's satisfaction, that the proposed transferee has the capability to fulfill the rights and obligations of this Agreement. Within thirty (30) days of such a request and delivery of information, the City Manager shall approve or disapprove any Transfer requiring City approval. Each successor in interest to Developer shall be bound by all of the terms and provisions applicable to the portion of the Property acquired. This Agreement shall be binding upon and inure to the benefit of the Parties' successors, assigns and legal representatives. This Agreement shall be recorded by the City in the Sonoma County Recorder's Office promptly upon execution by each of the Parties. 10.2 Covenants Run With The Land. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall run with the land and shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees and all other persons or entities acquiring the Property, any lot, parcel or any portion thereof and any interest therein, whether by sale, operation of law or other manner, and shall inure to the benefit of the Parties and their respective successors. 10.4 Non -Assuming Transferees. Except as otherwise required by a transferor, the burdens, obligations and duties of such transferor under this Agreement shall not apply to any purchaser of any individual house offered for sale. The transferee in a transaction described above and the 7-1-22 2//18/20 ATTACHMENT 7 — EXHIBIT 1 successors and assigns of such a transferee shall be deemed to have no obligations under this Agreement, but shall continue to benefit from the vested rights provided by this Agreement for the duration of the Term hereof. Nothing in this Section shall exempt any property transferred to a non -assuming transferee from payment of applicable fees, taxes and assessments or compliance with applicable conditions of approval. 10.5 Foreclosure. Nothing contained in this Section shall prevent a transfer of the Corona Property, or any portion thereof, to a lender as a result of a foreclosure or deed in lieu of foreclosure, and any lender acquiring the Corona Property, or any portion thereof, as a result of foreclosure or a deed in lieu of foreclosure shall take such Corona Property subject to the rights and obligations of Developer under this Agreement; provided, however, in no event shall such lender be liable for any defaults or monetary obligations of Developer arising prior to acquisition of title to the Corona Property by such lender, and provided further, in no event shall any such lender or its successors or assigns be entitled to a Building Permit or occupancy certificate until all fees due under this Agreement (relating to the portion of the Corona Property acquired by such lender) have been paid to City. 11. GENERAL. 11.1 Controlling Law. This Agreement shall be governed by the laws of the State of California, without reference to choice of laws principles. 11.2 Construction of Agreement. The language in this Agreement in all cases shall be construed as a whole and in accordance with its fair meaning. Each reference in this Agreement to this Agreement or any of the Corona Project Approvals or Subsequent Ministerial or Discretionary Approvals shall be deemed to refer to the Agreement, Corona Project Approval or Subsequent Ministerial or Discretionary Approval as it may be amended from time to time, whether or not the particular reference refers to such possible amendment. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. This Agreement has been reviewed and revised by legal counsel for both City and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. Unless the context clearly requires otherwise, (i) the plural and singular numbers shall each be deemed to include the other; (ii) the masculine, feminine, and neuter genders shall each be deemed to include the others; (iii) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (iv) "or" is not exclusive; (v) "include," "includes" and "including" are not limiting and shall be construed as if followed by the words "without limitation," and (vi) "days" means calendar days unless specifically provided otherwise. 11.3 No Waiver. No delay or omission by the City or Developer in exercising any right or power accruing upon the other Party's noncompliance or failure to perform under the provisions of this Agreement shall impair or be construed to waive any right or power. A waiver by City or Developer of any of the covenants or conditions to be performed by the other Party shall not be construed as a waiver of any succeeding breach of the same or other covenants and conditions. 7-1-23 2//18/20 ATTACHMENT 7 — EXHIBIT 1 11.4 Agreement is Entire Agreement. This Agreement and all exhibits attached hereto or documents incorporated herein by reference, are the sole and entire agreement between the Parties concerning the Property. The Parties acknowledge and agree that they have not made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery, except representations set forth herein, and each Party acknowledges that it has relied on its own judgment in entering this Agreement. The Parties further acknowledge that all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. 11.5 Estoppel Certificate. City or Developer from time to time may deliver written notice to the other Party requesting written certification that, to the knowledge of the certifying Party, (i) this Agreement is in full force and effect and constitutes a binding obligation of the Parties, (ii) this Agreement has not been amended or modified either orally or in writing, or, if it has been amended or modified, specifying the nature of the amendments or modifications, and, (iii) the requesting Party does not have knowledge of default in the performance of its obligations under this Agreement, or if in known default, describing therein the nature and monetary amount, if any, of the default. 11.6 Further Documents. Each Party shall execute and deliver to the other all other instruments and documents as may be reasonably necessary to carry out this Agreement. 11.7 Time of Essence. Time is of the essence in the performance of each and every covenant and obligation to be performed by the Parties hereunder. 11.8 Construction. This Agreement has been reviewed and revised by legal counsel for both the City and Developer and no presumption or rule that ambiguities shall be construed against the drafting Party shall apply to the interpretation or enforcement of this Agreement. 11.9 Notices. Except as otherwise expressly provided herein, all notices and demands pursuant to this Agreement shall be in writing and delivered in person, by commercial courier or by first- class certified mail, postage prepaid. Except as otherwise expressly provided herein, notices shall be considered delivered when personally served, upon delivery if delivered by commercial courier, or two (2) days after mailing if sent by mail. Notices shall be sent to the addresses below for the respective Parties; provided, however, that any Party may change its address for purposes of this Section by giving written notice to the other Parties. These addresses may be used for service of process: City: Peggy Flynn City of Petaluma 11 English Street Petaluma, California 94952 7-1-24 2//18/20 ATTACHMENT 7 — EXHIBIT 1 with copy to: Claire Cooper City Clerk City of Petaluma 11 English Street Petaluma, California 94952 Developer: Todd Kurtin with copy to: The provisions of this Section shall be deemed directive only and shall not detract from the validity of any notice given in a manner that would be legally effective in the absence of this Section. 11.10 Developer is an Independent Contractor. Developer is not an agent or employee of City, but is an independent contractor with full rights to manage its employees subject to the requirements of the law. All persons employed or utilized by Developer in connection with this Agreement are employees or contractors of Developer and shall not be considered employees of City in any respect. 11.11 No Joint Venture. It is specifically understood and agreed that the Project is a private development. No partnership, joint venture or other association of any kind between City and Developer is formed by this Agreement. 11.12 Nondiscrimination. Developer shall not discriminate, in any way, against any person on the basis of race, color, national origin, gender, marital status, sexual orientation, age, creed, religion or disability in connection with or related to the performance of this Agreement. 11.13 No Third Party Beneficiary. This Agreement shall not be construed or deemed to be an Agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. [REMAINDER OF PAGE INTENTIONALL Y LEFT BLANK] IN WITNESS WHEREOF, this Agreement has been entered into by and between the Parties as of the Effective Date. CITY: City of Petaluma, a California municipal corporation and charter city 7-1-25 2//18/20 ATTACHMENT 7 — EXHIBIT 1 By: Peggy Flynn, City Manager By: Eric W. Danly, City Attorney ATTEST: By: Claire Cooper, City Clerk DEVELOPER: Corona Station, LLC, a California limited liability company By: Todd Kurtin Lomas SMART, LLC, a California limited liability company By: Todd Kurtin, 7-1-26 2//18/20 ATTACHMENT 7 - EXHIBIT 1 EXHIBIT A PROPERTY LEGAL DESCRIPTION 7-1-27 2//18/20 ATTACHMENT 7 - EXHIBIT 1 EXHIBIT B DEPICTION OF IMPROVEMENTS 7-1-28 2//18/20 ATTACHMENT 7 — EXHIBIT 1 EXHIBIT C RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT Attention: (Space Above For Recorder's Use) PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND CONSENT OF CITY THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND CONSENT OF CITY (this "Assignment") is made effective as of , 20 (the "Effective Date"), by and between Lomas SMART, LLC, a California limited liability company ("Assignor") and , a ("Assignee"), with reference to the following: RECITALS A. That certain real property described in Exhibit A, attached hereto and incorporated herein by reference, (the "Property"), is subject to that certain development agreement entered by and between the City and Assignor, which was approved pursuant to Ordinance No. Agreement"). B. Assignor has now entered into an with Assignee, dated as of (the "Purchase Agreement"), pursuant to which, among other things, Assignor has agreed to transfer and convey to Assignee all of Assignor's rights in and to the portion of the Property described in Exhibit B attached hereto (the "Assigned Property"), and cause Assignor to assign to Assignee certain rights, title and interest in and to the Development Agreement to the extent relating to the Property in accordance with the Development Agreement and entitlements referred to therein is referred to herein as the "Project." That portion of the Property that is not the Assigned Property or has been otherwise assigned by Assignor in accordance with the Development Agreement is referred to herein as the "Remaining Property." NOW, THEREFORE, Assignor and Assignee agree as follows: 1. Assignment. For and in consideration of the mutual covenants and agreements contained in this Assignment, and other good and valuable consideration, the receipt and adequacy of which is acknowledged, Assignor assigns to Assignee only the following rights and obligations 7-1-29 2//18/20 ATTACHMENT 7 — EXHIBIT 1 (referred to herein as the "Assigned Rights and Obligations") as these pertain to the Assigned Property: 1. (a) [insert applicable sections of the DA]; and 2. (b) [insert applicable sections of the DA], as to the Assigned Property. Assignee hereby acknowledges that the Assigned Rights and Obligations are subject to the timing and phasing of the development of the Property as set forth in the Development Agreement. 2. Remaining Obligations. Assignor acknowledges and agrees that it remains subject to all rights and obligations set forth in the Development Agreement, except the Assigned Rights and Obligations expressly set forth in Section 1 above (the "Remaining Rights and Obligations"). The Remaining Rights and Obligations include without limitation the following: 1. (a) Sections [insert applicable sections of the DA]; and 2. (b) Sections [insert applicable sections of the DA], as to the Remaining Property. 3. Acceptance and Assumption. Assignee hereby accepts the assignment of the Assigned Rights and Obligations from Assignor, and assumes and agrees to perform all of the Assigned Rights and Obligations. 4. Further Assurances. Assignor hereby covenants that it will, at any time and from time to time upon written request therefor, execute and deliver to Assignee, its nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other acts which Assignee or its nominees, successors and/or assigns may request in order to fully transfer possession and control of, and protect the rights of Assignee and its successors and/or assigns in, all the rights, benefits and privileges intended to be transferred and assigned hereby. Assignee hereby covenants that it will, at any time and from time to time upon written request therefor, execute and deliver to Assignor, its nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other acts which Assignor or its nominees, successors and/or assigns may request in order to fully confirm and vest in Assignor and its successors and/or assigns in, all the obligations, rights, benefits and privileges intended to be transferred by the acceptance and assumption herein. 5. Successors. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 6. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. 7-1-30 2//18/20 ATTACHMENT 7 — EXHIBIT 1 7. Amendment. This Assignment may only be amended or modified by a written instrument executed by all of the parties hereto with the prior written consent of the City of Rohnert Park. 8. Governing Law. The validity, interpretation and performance of this Assignment shall be controlled by and construed under the laws of the State of California. 9. Attorneys' Fees. Should any dispute arise between the parties hereto or their legal representatives, successors or assigns concerning any provision of this Assignment or the rights and duties of any person in relation thereto, the party prevailing in such dispute shall be entitled, in addition to such other relief that may be granted, to receive from the other party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing parry in connection with such dispute. 10. Entire Agreement. This Assignment, together with the Purchase Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements. In the event of any conflict between this Assignment and the Purchase Agreement, the terms of the Purchase Agreement shall govern and control. 11. Severability. If any term, covenant, condition or provision of this Assignment, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction or otherwise by law rendered invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Assignment, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 12. Notices. All notices shall be in writing and shall be given in the manner prescribed by Section 11.9 of the Development Agreement. Pursuant to Section 11.9 of the Development Agreement, the address for Assignee is: 14. Authority. Each individual executing this Assignment on behalf of a corporation or other legal entity represents and warrants that: (a) he or she is duly authorized to execute and deliver this Assignment on behalf of said corporation or other legal entity in accordance with and without violating the provisions of its governing documents, and (b) this Assignment is binding upon and enforceable against said corporation or other legal entity in accordance with its teens. Any entity signing this Assignment on behalf of a corporation or other legal entity hereby represents and warrants in its own capacity that it has full authority to do so on behalf of the corporation or other legal entity. IN WITNESS WHEREOF, the parties have entered into this Assignment as of the Effective Date. ASSIGNOR: 7-1-31 2//18/20 ATTACHMENT 7 — EXHIBIT 1 Lomas SMART, LLC, a California limited liability company By: Name: Tod Kurtin a By: Name: Its: CONSENT OF CITY ASSIGNEE: The City hereby consents to the foregoing Partial Assignment and Assumption of Development Agreement, pursuant to Section 10.1 of the Development Agreement. CITY: City of Petaluma, a California municipal corporation and charter city By: Peggy Flynn, City Manager Approved as to Form: By: Eric Danly, City Attorney Attest: By: Claire Cooper City Clerk [The applicable Exhibit A and B will be inserted into execution version] 7-1-32 2//18/20 ATTACHMENT 8 RESOLUTION OF THE CITY OF PETALUMA CITY COUNCIL APPROVING A RESIDENTIAL DENSITY BONUS HOUSING AGREEMENT FOR THE CORONA STATION RESIDENTIAL PROJECT LOCATED AT 890 NORTH MCDOWELL BOULEVARD APN: 137-061-019 FILE NO. PLMA 18-0006 WHEREAS, Todd Kurtin with Lomas Properties LLC submitted an application for the Corona Station Residential Project, including a Zoning Text Amendment, Development Agreement, Density Bonus and Development Concession/Incentive, Tentative Subdivision Map, Conditional Use Permit and Site Plan and Architectural Review for a 110 unit residential project within the MUIB zone with Flood Plain -Combining (FP -C) Overlay, located on a 6.5 -acre site at 890 North McDowell Boulevard (APN 137-061-019) (the "Project"); and WHEREAS, the Planning Commission held a duly noticed public hearing to consider the Project on November 12, 2019, at which time all interested parties had the opportunity to be heard; and WHEREAS, public notice of the Planning Commission hearing was published in the Petaluma Argus -Courier, mailed to residents and occupants within 1,000 feet of the Project site, and posted on-site in compliance with state and local law; and WHEREAS, at said hearing, the Planning Commission considered the staff report dated November 12, 2019, analyzing the Project, including the Mitigated Negative Declaration and continued the item to a date certain of November 19, 2019; and WHEREAS, the Planning Commission found the overall project inconsistent with key policies in the General Plan and Station Area Master Plan calling for a mixed use transit oriented development to enhance and facilitate the second SMART station and therefore approved Resolution No. 2019-19 recommending denial of the density bonus; and WHEREAS, Petaluma's Implementing Zoning Ordinance Chapter 27 (Residential Density Bonus) provides for provision of a local Residential Density Bonus and Development Incentives/Concessions program consistent with California state density bonus law; and WHEREAS, the intent of IZO Chapter 27 is to provide incentives for the production of housing for very low, low, moderate income or senior housing in accordance with California state law and facilitate the development of affordable housing consistent with the goals, policies, and programs of the City's Housing Element; and WHEREAS, the project applicant submitted a request for a Residential Density Bonus and a Development Incentive/Concession as allowed under IZO Chapter 27; and WHEREAS, the project proposes to provide eleven on-site multi -family affordable units available to moderate income households (approximately 10 percent of the proposed units) and six units available to low income households; and WHEREAS, IZO Section 27.030 states that the City shall grant either a Density Bonus or a EN ATTACHMENT 8 Density Bonus with a Concession or Incentive to an applicant who agrees to provide at least ten percent of the total units of the housing development as restricted affordable units affordable to a moderate income household; and WHEREAS, consistent with IZO Section 27.040.1), the inclusion of eleven on-site units affordable to moderate income households as part of the subject project entitles the project to a residential density bonus of up to 5 percent above the base maximum density of 30.0 units per acre; and WHEREAS, IZO Section 27.070 states that a housing development that provides at least ten percent of the units affordable to moderate income households shall entitle the developer to one concession or incentive; and WHEREAS, IZO Section 27.070 further provides that the City may grant a waiver or modification of site development standards to increase maximum building height; and WHEREAS, consistent with IZO Sections 27.070 the applicant has requested a development incentive to increase the maximum building height up to 34'-7, an increase of approximately 4'-7" above the 30 -foot maximum building height allowed in the MU1B zoning district; and WHEREAS, the applicant has not requested an increase in density above the allowable 30 units per net acre allowed in the Mixed Use land use designation; and WHEREAS, the increase in the maximum building height allows for a more dense development pattern on the irregular shaped parcel and is not anticipated to have a specific adverse impact upon the public health and safety or physical environment or any real property that is listed on the California Register of Historic Resource, and is not contrary to state or federal law; and WHEREAS, IZO Section 27.070.0 states that the City shall not require a vehicular parking ratio that exceeds one onsite parking space for each studio and one -bedroom unit, two onsite parking spaces for each two and three bedroom units, and two and one-half onside parking spaces for each four or more bedroom unit; and WHEREAS, the project has been designed with 247 onsite parking spaces to satisfy the maximum parking requirement as specified in IZO Section 27.070.C; and WHEREAS, IZO Section 27.050 provides for development standards for affordable units, all of which have been incorporated into the draft Density Bonus Housing Agreement for the project; and WHEREAS, Chapter 27.090 of the Implementing Zoning Ordinance requires applicants for a Density Bonus, Incentive or Concession to enter into a Density Bonus Housing Agreement with the City, approved by the City Council; and WHEREAS, Chapter 27.090 provides the requirements for a Density Bonus Housing Agreement, which have been incorporated into the draft Density Bonus Housing Agreement for the project. WHEREAS, the City Council held duly noticed public hearings to consider the project on January 27, 2020 and February 24, 2020 at which time they considered the Planning Commission's 4-2 ATTACHMENT 8 recommendation and all interested parties had the opportunity to be heard. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL AS FOLLOWS: 1. The foregoing recitals are true and correct and incorporated herein by reference. 2. Based on its review of the entire record herein, the City Council makes the following findings: a. The Project is consistent with the General Plan 2025 Mixed Use land use designation in that the Mixed Use designation provides for a robust mix of uses, including residential at a density of up to 30 units per acre. b. The Project is, for the reasons discussed in the November 12, 2019 Planning Commission staff report, consistent with the following General Plan policies: Policy 1-P-1 (Range of densities), 1- P-2 (Efficient Land Use), Policy 1-P-6 (Encourage Mixed -Use Development), Policy 2-P-5 (Character of Arterials), Policy 2-P-90 (Corona Rail Station), Policy 4 -P -1.D (Creek Setbacks), Policy 4-P- (Street Trees) Policy 5-P-4 (Offsite Mobility Improvements), Policy 5-P-20 (Connections), Policy 5-P-23 (Pedestrian Site Access), Policy 5-P-43 (Transit Oriented Development), Policy 5-P-50 (SMART Corridor) and Housing Element Policy 1.1 (Encourage Residential Development), Policy 1.2 (Optimize Development Potential), Policy 2.2 (Flexibility), Program 3.1 (Code Amendments), Policy 4.2 (Affordable Housing Production), and Program 4.3 (Onsite Inclusionary). c. The project is adjacent to the planned Corona Station SMART station and has therefore reviewed for consistency with applicable provisions of the Station Area Master Plan (SAMP). For the reasons discussed in the November 12, 2019 Planning Commission staff report, the project is consistent with key recommendations from the SAMP in that the project does not incorporate retail adjacent to the Corona Road Station, proposes increased density and ground floor flex opportunities, presents a density within the parameters of the underlying Mixed Use designation and in character with the surrounding area, provides necessary land dedication and financial contribution to develop the second station, and incorporates key connectivity enhancements in the immediate vicinity of the future station. d. The Project is consistent with all development standards of the MU1B zoning district, including but not limited to, those pertaining to uses, setbacks, building height, floor area ratio, and parking. e. The Project is consistent with all requirements for a Density Bonus with a Concession as outlined in IZO Chapter 27 (Residential Density Bonus) and California state density bonus law. 3. An Initial Study was prepared in compliance with the California Environmental Quality Act for the proposed project, inclusive of the proposed zoning text amendments. It was detennined that the proposed project could result in potentially significant impacts related to Air Quality, Biological Resources, Cultural Resources, Geology/Soils, Greenhouse Gas Emissions, Hazards, Hydrology, Noise, and Utilities. However, the Initial Study found that project impacts would be mitigated to a less -than -significant level through implementation of recommended mitigation measures or through compliance with existing Municipal Code requirements or City standards. The City Council approved Resolution No. 2020 -XX approving the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the project. 4-3 ATTACHMENT 8 4. Based on its review of the entire record herein, including the November 12, 2019 and November 19, 2019 Planning Commission staff reports, the City Council January 27, 2020 and February 24, 2020 staff reports, all supporting, referenced, and incorporated documents, and all comments received, the City Council hereby approves the Density Bonus Housing Agreement attached as Exhibit 1 hereto and incorporated herein by reference. 5. This resolution will be of no force and effect unless and until the Ordinance Upholding the Appeal Filed By Lomas -Corona LLC, Overturning the Planning Commission's Denial, and Amending the Text of the Implementing Zoning Ordinance, Ordinance 2300 N.C.S., Table 4.3, Ordinance N.C.S. takes effect, and upon Ordinance N.C.S taking effect, this resolution will take effect, without further action of the City Council. 4-4 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Petaluma 11 English Street Petaluma, CA 94952 Attn: City Manager EXEMPT FROM RECORDING FEES PER GOVERNMENT CODE §§6103,27383 Space above this line for Recorder's use. /9WLimEc1a1114 all AFFORDABLE HOUSING REGULATORY AGREEMENT DECLARATION OF RESTRICTIVE COVENANTS by and between THE CITY OF PETALUMA and Lomas Corona Station LLC Density Bonus Housing Agreement 8-1-1 This Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (this "Agreement") is entered into effective as of ,20_ ("Effective Date") by and between the City of Petaluma, a California municipal corporation and charter city ("City") and Lomas Partners LLC, a California limited liability company ("Developer"). The City and the Developer are collectively referred to herein as the "Parties." RECITALS A. Developer is the owner of the real property located at 890 North McDowell Boulevard in the City of Petaluma, California, known as Sonoma County Assessor's Parcel No. 137-061-019, and more particularly described in Exhibit A attached hereto (the "Property"). B. Developer intends to construct a residential development on the Property consisting of 65 single family attached units and 45 single family detached units (the "Project"). C. On November 12, 2019 and November 19, 2019, the Planning Commission considered Developer's application for a density bonus and certain incentives and concessions for the Project pursuant to the Density Bonus Statute and Density Bonus Ordinance, and recommended that the City Council deny the granting of a density bonus and certain incentives and concessions for the Project as outlined in Planning Commission Resolution No. 2019-20. D. On January 27, 2020 and February 24, 2020, the City Council considered the Planning Commission's recommendation and the density bonus and incentives and concession as requested by the Developer, and approved the grant of a density bonus and incentives and concessions for the Project subject to subsequent approval of a Conditional Use Permit and Site Plan and Architectural Review for the Project, and conditioned upon the execution and recordation of this Agreement. E. This Agreement implements California Government Code Section 65915 et seq. (the "Density Bonus Statute"), Chapter 27 of the City of Petaluma Implementing Zoning Ordinance (the "Density Bonus Ordinance") and Section 3.040 of Chapter 3 of the City of Petaluma Implementing Zoning Ordinance (the "Inclusionary Zoning Ordinance"). To satisfy the requirements of the Density Bonus Statute, the Density Bonus Ordinance, and the Inclusionary Zoning Ordinance, Developer has agreed to provide eleven (11) residential units in the Project as below market -rate units that will be available for sale to, and occupancy by, Moderate -Income Households, and six (6) units that will be available for sale to, and occupancy by, Low -Income Households, at Affordable Sale Prices (as defined below) (collectively, the "BMR Units"). F. Pursuant to the Density Bonus Ordinance and the Inclusionary Zoning Ordinance, Developer is required to enter into and record this Agreement against the Property for the benefit of City. 8-1-2 G. The Parties intend the covenants set forth in this Agreement to run with the land and to be binding on the Property, the Developer, and Developer's successors and assigns. AGREEMENT NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. Incorporation of Recitals, Definitions. 1.1 Incorporation of Recitals, Acknowledgement. The Parties acknowledge the truth of the foregoing Recitals which are hereby incorporated into this Agreement. Developer acknowledges and agrees that the City has granted incentives and concessions for the Project, including an increase in building height and use of a reduced parking ratio for the Project, and that therefore, in addition to City's authority under the Inclusionary Zoning Ordinance, the City has authority to impose sale price and income eligibility requirements on the BMR Units pursuant to the Density Bonus Statute and the Density Bonus Ordinance. 1.2 Definitions. The following terms shall have the meanings set forth in this Section wherever used in this Agreement or the attached exhibits. "Actual Household Size" means the actual number of persons in the applicable household. "Affordable Housing Cost" means a monthly obligation to pay mortgage payments (principal and interest), property taxes, property insurance, mortgage insurance, utilities, and homeowners' association dues (if applicable) in an aggregate amount not greater than the following: (i) for units that are restricted for sale to Moderate -Income Households - one -twelfth of thirty-five percent (35%) of one hundred and ten percent (110%) of Area Median Income, adjusted for Assumed Household Size, and (ii) for units that are restricted for sale to Low -Income Households - one -twelfth of thirty percent (30%) of seventy percent (70%) of Area Median Income, adjusted for Assumed Household Size. (Govt Code 65915(c)(2); Health & Safety Code 50052.5) "Affordable Sales Price" means the maximum sales price for a BMR Unit as determined by the City pursuant to Section 10 below that will result in an Affordable Housing Cost for the homebuyer. "Area Median Income" or "AMI" means the area median income for Sonoma County, California, adjusted for Actual Household Size, as determined by the United States Department of Housing and Urban Development ("HUD") and as published from time to time by the State of California Department of Housing and Community Development ("HCD") in Section 6932 of Title 25 of the California Code of Regulations 8-1-3 or successor provision published pursuant to California Health and Safety Code Section 50093(c). "Assumed Household Size" means a household of two persons for a one - bedroom unit, three persons for a two-bedroom unit, and one additional person for each additional bedroom. "BMR Units" means the seventeen (17) units in the Project that are required to be sold to Eligible Households at Affordable Sales Prices in accordance with this Agreement. "City Council" means the City Council of the City of Petaluma "Claims" is defined in Section 17. "Density Bonus Ordinance" means Chapter 27 of the City of Petaluma Implementing Zoning Ordinance. seq. "Density Bonus Statute" means California Government Code Section 65915 et "Effective Date" is the date set forth in the preamble to this Agreement. "Eligible Household" means a household whose Gross Income does not exceed the applicable household income limit for a BMR Unit as specified in this Agreement and which otherwise qualifies to purchase a BMR Unit pursuant to this Agreement. "Gross Income" shall have the meaning set forth in Section 6914 of Title 25 of the California Code of Regulations as such section may be revised from time to time. "Implementing Zoning Ordinance" means City of Petaluma Ordinance No. 2300 N.C.S. as amended. "Inclusionary Zoning Ordinance" means Section 3.040 of Chapter 3 of the City of Petaluma Implementing Zoning Ordinance. "Income Category" means the income category to be used to qualify Eligible Households and determine the Affordable Sales Price for the BMR Units. "Indemnitees" is defined in Section 17. "Low -Income Household" means a household whose Gross Income does not exceed the qualifying limit for lower income households as established and amended from time to time by HUD pursuant to Section 8 of the United States Housing Act of 1937 and published by HCD in the California Code of Regulations pursuant to Health and Safety Code Section 50079.5. In the event such limits are not published, the income limit to qualify as a Low -Income Household shall be eighty percent (80%) of AMI, adjusted for Actual Household Size. "Low -Income Units" means the six (6) BMR Units that are restricted for sale to Low -Income Households pursuant to this Agreement. "Moderate -Income Household" means a household whose Gross Income does not exceed one hundred twenty percent (120%) of Area Median Income, adjusted for actual household size. "Moderate -Income Units" means the eleven (11) BMR Units that are restricted for sale to Moderate -Income Households pursuant to this Agreement. "Official Records" means the Official Records of the Sonoma County Recorder. "Planning Commission" means the Planning Commission of the City of Petaluma. "Project" is defined in Recital B. "Property" is defined in Recital A. "Regulatory Agreement" is defined in Section 2. "Resale Restriction Agreement" is defined in Section 2. 2. Convevance to Housina Land Trust; Recordation of Reaulatory Aareement. The Parties agree that Developer may satisfy the requirements of the Density Bonus Ordinance and the Inclusionary Zoning Ordinance by conveying the BMR Units to the Housing Land Trust of Sonoma County, a California nonprofit public benefit corporation ("HLT"). HLT in turn, will be obligated to sell each BMR Unit to an Eligible Household at an Affordable Sales Price, and concurrently with the sale of each BMR Unit, HLT and the purchaser will be required to enter into and record (i) a ground lease of the land underlying each BMR Unit, and (ii) a resale restriction agreement that restricts the future resale price of the BMR Unit ("Resale Restriction Agreement"). To implement the requirements of this Section, concurrently with, and as a condition to the conveyance of the BMR Units to HLT, the City and HLT will enter into and record an Affordable Housing Agreement and Declaration of Restrictive Covenants ("Regulatory Agreement") substantially in the form attached hereto as Exhibit B. 3. Resale Restriction Aqreement; Affordabilitv Restrictions. Among other provisions, the Regulatory Agreement will require HLT to sell each BMR Unit to an Eligible Household at a price that does not exceed the Affordable Sales Price for such unit as determined by City in accordance with this Agreement taking into consideration the number of bedrooms in the BMR Unit and the Income Category for the BMR Unit, and will require that each purchaser of a BMR Unit must execute and record a Resale Restriction Agreement and a Performance Deed of Trust in forms approved by City. Among other provisions, the Resale Restriction Agreement will require the purchaser of each BMR Unit to occupy such unit as their principal residence, will impose limits on rental of the unit, and will restrict the future sale price of the unit. The Parties acknowledge that pursuant to the Regulatory Agreement and the Resale Restriction Agreement, the BMR Units will be subject to affordability restrictions in perpetuity. 4. Recordation; Reconvevance. This Agreement shall be recorded in the Official Records promptly following execution by the Parties, but in all events prior to the approval of the Conditional Use Permit or Site Plan and Architectural Review for the Project, and shall remain in full force and effect until all of the BMR Units are sold to HLT in accordance with Section 2 above, and a Regulatory Agreement in compliance with the requirements of this Agreement has been executed by City and HLT and recorded against all BMR Units. Upon sale of all of the BMR Units to HLT in compliance with this Agreement and the recordation of the Regulatory Agreement, the City shall record a release and reconveyance of this Agreement. 5. Number, Size, and Location of BMR Units. The seventeen (17) BMR Units shall consist of the following: (a) Two (2) 2 -bedroom units that will be sold at Affordable Sales Price for occupancy by Eligible Households that qualify as Low -Income Households; (b) Four (4) 3 -bedroom units that will be sold at Affordable Sales Price for occupancy by Eligible Households that qualify as Low -Income Households; (c) Three (3) 2 -bedroom units that will be sold at Affordable Sales Price for occupancy by Eligible Households that qualify as Moderate -Income Households; (d) Eight (8) 3 -bedroom units that will be sold at Affordable Sales Price for occupancy by Eligible Households that qualify as Moderate -Income Households; The location, type (number of bedrooms and bathrooms), square footage and unit number of each BMR Unit shall be set forth in a Below -Market Rate Housing Plan approved by City and recorded against the Property (the "BMR Plan"). In the event of any inconsistency between the provisions of this Agreement and the provisions of the BMR Plan, the provisions of this Agreement shall prevail. 6. Phasing. The BMR Units shall be constructed and sold to HLT concurrently with or prior to the construction and sale of the market -rate units in the Project. All of the BMR Units must have been sold to HLT in compliance with this Agreement by not later than the date upon which fifty percent (50%) of the market -rate units have received certificates of occupancy. 7. Desiqn; Amenities. The design, appearance, and general quality of the BMR Units shall be comparable to that of the unrestricted residential units in the Project. The BMR Units may have different interior finishes and features than market -rate units in the Project so long as such finishes and features are durable, of good quality, compatible with market -rate units, and consistent with contemporary standards for new housing. The BMR Units must contain a dishwasher, refrigerator, garbage disposal, cooking facilities and laundry facilities. The BMR Units need not contain optional upgrades and luxury items, and Developer may install such optional upgrades and luxury items in market -rate units in the Project. The City shall have the right to inspect the BMR Units to determine whether they have been constructed in accordance with this Section. Residents of the BMR Units shall have access to all Project amenities and recreational facilities available to occupants of the Project's market -rate units. 8. No Condominium Conversion. Neither Developer nor HLT, nor any successor in interest shall be permitted to convert the BMR Units to condominium or cooperative ownership or sell condominium or cooperative rights to the BMR Units. The restrictions set forth in this Section shall be stated in the Regulatory Agreement and the Resale Restriction Agreement. 9. Occupancv as Principal Residence; No Short -Term Rentals. The BMR Units must be occupied as the principal residence of the owner of each BMR Unit. The Resale Restriction Agreement will require purchasers of the BMR Units to sign a written statement acknowledging their agreement that the BMR Unit must be occupied as the household's principal residence, that the unit may not be rented or leased except as allowed under the Resale Restriction Agreement, that the owner may not make the unit available for short-term rental, and that the owner is required to annually sign a written statement certifying compliance with all of the foregoing requirements. 10. Sale of BMR Units; Determination of Affordable Sales Price. (a) Following conveyance of the BMR Units to HLT, the BMR Units may be sold only to Eligible Households whose Gross Income is of the Income Category applicable to the particular BMR Unit, i.e., the Low -Income Units may only be sold to Low -Income Households, and the Moderate -Income Units may only be sold to Moderate -Income Households. (b) The sale price of each BMR Unit may not exceed the Affordable Sales Price for a household of the Assumed Household Size and Income Category for the applicable unit. Prior to conveyance of the BMR Units to HLT, Developer shall provide not less than 90 days' written notice to City. HLT will market the BMR units as described in Sections 3 and 4 of the Affordable Housing Agreement and Declaration of Restrictive Covenants attached as Exhibit B to this agreement. 11. Compliance with Fair Housing Laws, Nondiscrimination. Developer shall comply with all state and federal fair housing laws, rules, regulations and guidelines in the marketing and rental of the units in the Project. Developer shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or the Project, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Developer covenants for itself and all persons claiming under or through it, and this Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or part thereof, nor shall Developer or any person claiming under or through Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of purchasers, tenants, lessees, subtenants, sublessees or vendees in, of, or for the Property or part thereof. Developer shall include such provision in all deeds, leases, contracts and other instruments executed by Developer, and shall enforce the same diligently and in good faith. 12. Effectiveness Succeeds Convevance of Property. This Agreement shall remain effective and fully binding regardless of any sale, assignment, transfer, or conveyance of the Property or the Project or any part thereof or interest therein. 13. Binding Upon Successors: Covenants to Run with the Land. The City and the Developer hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall run with the land and shall be binding upon all successors in title to the Property, regardless of any sale, assignment, conveyance or transfer of the Property, the Project or any part thereof or interest therein. Any successor -in -interest to Developer, including without limitation any purchaser, transferee or lessee of the Property or the Project (other than the tenants or purchasers of individual dwelling units or commercial space within the Project) shall be subject to all of the duties and obligations imposed hereby. Each and every contract, deed, ground lease or other instrument affecting or conveying the Property or the Project or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, ground lease or other instrument. This Agreement shall bind any successor, heir or assign of the Developer, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise. Developer agrees for itself and its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Property and the Project in favor of City. Without limiting the generality of the foregoing, Developer and City hereby declares their understanding and intent that: (a) The covenants and restrictions contained in this Agreement shall be construed as covenants running with the land pursuant to California Civil Code section 1468 and not as conditions which might result in forfeiture of title by Developer; (b) The burden of the covenants and restrictions set forth in this Agreement touch and concern the Property in that the Developer's legal interest in the Property and all improvements thereon are rendered less valuable thereby; (c) The benefit of the covenants and restrictions set forth in this Agreement touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the purchasers of the BMR Units; and (d) All covenants and restrictions contained herein without regard to technical classification or designation shall be binding upon Developer and its successors in interest for the benefit of the City, and such covenants and restrictions shall run in favor of the City for the entire period during which such covenants and restrictions shall be in force and effect, without regard to whether the City is an owner of any land or interest therein to which such covenant and restrictions relate. 14. Recordation; No Subordination. This Agreement shall be recorded in the Official Records. Developer hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of City, this Agreement shall not be subordinated in priority to any lien (other than those pertaining to taxes or assessments), encumbrance, or other interest in the Property or the Project. If at the time this Agreement is recorded, any interest, lien, or encumbrance has been recorded against the Project in position superior to this Agreement, upon the request of City, Developer hereby covenants and agrees to promptly undertake all action necessary to clear such matter from title or to subordinate such interest to this Agreement consistent with the intent of and in accordance with this Section 14, and to provide such evidence thereof as City may reasonably request. 15. Mortaaaee Protection. No violation of any provision contained herein shall defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value upon all or any portion of the Project or the Property, and the purchaser at any trustee's sale or foreclosure sale shall not be liable for any violation of any provision hereof occurring prior to the acquisition of title by such purchaser. Such purchaser shall be bound by and subject to this Agreement from and after such trustee's sale or foreclosure sale. Promptly upon determining that a violation of this Agreement has occurred, City shall give written notice to the holders of record of any mortgages or deeds of trust encumbering the Project or the Property that such violation has occurred. 16. Default and Remedies. 16.1 Events of Default. An Event of Default shall arise hereunder upon the occurrence of Developer's default in the performance of any term, provision or covenant under this Agreement and the continuation of such default for ten (10) days in the event of a monetary default or thirty (30) days in the event of a non -monetary default following the date upon which City shall have given written notice of the default to Developer, or if the nature of any such non -monetary default is such that it cannot be cured within thirty (30) days, Developer's failure to commence to cure the default within thirty (30) days and thereafter prosecute the curing of such default with due diligence and in good faith, but in no event longer than sixty (60) days from the date of delivery of the notice of default. 16.2 Remedies. Upon the occurrence of an Event of Default and its continuation beyond any applicable cure period, City may proceed with any of the following remedies: A. Bring an action for equitable relief seeking the specific performance of the terms and conditions of this Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief; B. Bring an action for damages or pursue any other remedy allowed at law, or in equity; C. Pursue any remedy available under the Density Bonus Ordinance or the Inclusionary Zoning Ordinance. Each of the remedies provided herein is cumulative and not exclusive. The City may exercise from time to time any rights and remedies available to it under applicable law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Agreement. 17. Indemnitv. To the greatest extent permitted by law, Developer shall indemnify, defend (with counsel approved by City) and hold the City and its elected and appointed officers, officials, employees, agents, consultants, contractors and representatives (collectively, the "Indemnitees") harmless from and against all liability, loss, cost, expense (including without limitation attorneys' fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively "Claims") arising directly or indirectly, in whole or in part, as a result of or in connection with Developer's construction, management, or operation of the Property and the Project or any failure to perform any obligation as and when required by this Agreement. Developer's indemnification obligations under this Section 17 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 17 shall survive the expiration or earlier termination of this Agreement. 18. Miscellaneous. 18.1 Amendments. This Agreement may be amended or modified only by a written instrument signed by both Parties. 18.2 No Waiver. Any waiver by City of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Agreement or applicable law. No failure or delay by City at any time to require strict 8-1-10 performance by Developer of any provision of this Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election. 18.3 Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice is effective upon delivery; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered upon receipt if delivery is confirmed by a return receipt; or (iii) nationally recognized overnight courier, with charges prepaid or charged to the sender's account, in which case notice is effective on delivery if delivery is confirmed by the delivery service. City: City of Petaluma 11 English Street Petaluma, CA 94952 Attention: City Manager Developer: Todd Kurtin Lomas Partners LLC 13848 Weddington Street Sherman Oaks, CA 91401 18.4 Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. 18.5 Parties Not Co -Venturers; Independent Contractor; No Aaencv Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co -venturers, or principal and agent with one another. The relationship of Developer and City shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Developer (except as expressly provided in this Agreement) or to any third party with respect to the Project. Developer and its employees are not employees of City but rather are and shall always be considered independent contractors. Furthermore, Developer and its employees shall at no time pretend to be or hold themselves out as employees or agents of City. Except as City may specify in writing, Developer shall not have any authority to act as an agent of City or to bind City to any obligation. 18.6 Action by the City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager of the City of Petaluma or by any person who shall have been designated by the City Manager, without further approval by the City Council. 18.7 Non -Liability of City and City Officials, Emplovees and Aqents. No member, official, employee or agent of the City shall be personally liable to Developer or any successor in interest, in the event of any default or breach by the City, or for any amount of money which may become due to Developer or its successor or for any obligation of City under this Agreement. 18.8 Headinqs; Construction; Statutory References. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Petaluma shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject. 18.9 Time is of the Essence. Time is of the essence in the performance of this Agreement. 18.10 Governinq Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Sonoma County, California or in the Federal District Court for the Northern District of California. 18.11 Attorneys' Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees and costs incurred in such action. 18.12 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. 18.13 Entire Aqreement; Exhibits. This Agreement contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibits A thouqh C attached hereto are incorporated herein by this reference. 18.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one 8-1-12 agreement. SIGNATURES ON FOLLOWING PAGES. 8-1-13 IN WITNESS WHEREOF, the Parties have executed this Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants as of the date first written above. [61UT L1 A Lomas Partners LLC, a California limited liability company By: Print Name: Title: CITY: City of Petaluma, a California municipal corporation and charter city Peggy Flynn, City Manager ATTEST: Claire Cooper, City Clerk APPROVED AS TO FORM: Eric W. Danly, City Attorney SIGNATURES MUST BE NOTARIZED. 1551\01\1905088.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On before me, (here insert name and title of the officer), personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 1551\01\1905088.1 (Seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On before me, (here insert name and title of the officer), personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 1551\01\1905088.1 (Seal) Exhibit A rrrrrxNO Real property situated in the City of Petaluma, County of Sonoma, State of California, State of California described as follows: [Insert legal description.] APN: 137-061-019 1551\01\1905088.1 (Attach form of Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants to be executed by and between City and HLT.) Recording requested by and when 1. recorded mail to: City of Petaluma Attn: City Clerk EXEMPT FROM RECORDING FEES PERGOVERNMENT CODE §§6103, 27383 2. Space above this line for Recorder's use. AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS ("REGULATORY AGREEMENT") This Affordable Housing Agreement and Declaration of Restrictive Covenants (this "Agreement') is entered into effective as of , 2019 ("Effective Date") by and between the City of Petaluma, a California municipal corporation and charter city ("City") and the Housing Land Trust of Sonoma County, a California nonprofit public benefit corporation ("HLT"). City and HLT are hereafter referred to as the "Parties." RECITALS A. Pursuant to the Petaluma Implementing Zoning Ordinance, Ordinance No. 2300 N.C.S., Section 3.040 (the "Ordinance"), residential developments of five (5) or more units are required to contribute to the provision of below market -rate housing as specified therein. In order to satisfy its obligation under the Ordinance with respect to that certain development known as the Corona Station Subdivision, consisting of 110 residential units (the "Development') in the City of Petaluma, County of Sonoma, and State of California, Lomas Partners, a Limited Partner ("Developer"), has agreed to contribute a portion of the property in the Development, for the construction of 17 residential units to be restricted for occupancy to certain income levels (the "Restricted Homes" or the "Project'), as set forth herein, and as more particularly described in Exhibit B 1551\01\1905088.1 B. As of the Effective Date, the land underlying , and as more particularly described in Exhibit A, has been conveyed to HLT by Developer pursuant to a Grant Deed recorded in the Official Records of Sonoma County ("Official Records"). C. HLT has entered into, or shall enter into an agreement with Developer, pursuant to which Developer will construct the Restricted Homes as part of the larger Development, and sell the Restricted Homes constructed on the Property to eligible homebuyers at an affordable price. Concurrently with the sale of each of the Restricted Homes, HLT will enter into a Declaration of Affordability Covenants, Buyer's Occupancy Resale Restriction and Option to Purchase ("Declaration") as well as a ground lease ("Ground Lease") for Restricted Homes with each homebuyer in order to ensure long-term affordability of the Restricted Homes. D. This Agreement is entered into to provide assurance to City that the Restricted Homes shall comply with the requirements of the Ordinance and the conditions of approval for the Subdivision. NOW, THEREFORE, the Parties agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Additional terms are defined in the Recitals and the text of this Agreement. (a) "Affordable Purchase Price" means a home purchase price resulting in an average monthly housing payment (including mortgage loan principal and interest, mortgage insurance fees, property taxes and assessments, a reasonable allowance for property maintenance and repairs, homeowners insurance premiums, a reasonable utility allowance, and homeowners association dues, if any) which is affordable to households of Low to Moderate -Income, as determined using standard underwriting criteria in common use by Fannie Mae or the California Housing Finance Agency. (b) "Area Median Income" means the median household income, adjusted for household size, applicable to Sonoma County, California as published periodically by the State Department of Housing and Community Development in the California Code of Regulations, Title 25, Section 6932 pursuant to California Health and Safety Code Section 50093(c) (or successor provision). (c) "Eligible Buyer" means a household of Low- to Moderate— Income, as applicable, which the City has determined meets the eligibility requirements for purchase of a Restricted Home. 1551\01\1905088.1 (e) "Low -Income" means an annual income which does not exceed eighty percent (80%) of the Area Median Income adjusted for household size. (f) "Median -Income" means an annual income which does not exceed one hundred percent (100%) of the Area Median Income, adjusted for household size. (g) "Moderate -Income" means an annual income which does not exceed one hundred twenty percent (120%) of the Area Median Income, adjusted for household size. (h) "Maximum Initial Sales Price" means the initial Affordable Purchase Price for a Home as determined by City. 2. Satisfaction of Affordable Housinq Obliqation. Developer will construct Restricted Homes on the Property and sell Restricted Homes at an Affordable Purchase Price to an Eligible Buyer of Low - Income, Restricted Homes at an Affordable Purchase Price to an Eligible Buyer of of Moderate -Income, in accordance with income categories specified in Exhibit B. Concurrently with the sale of each Restricted Home, HLT shall require the homebuyer to execute a Declaration and related Deed of Trust (the "Deed of Trust") substantially in the form attached hereto as Exhibit C or a Ground Lease, substantially in for the attached hereto as Exhibit C -1. -Among other provisions, the Declaration or Ground Lease, as applicable, will require each Restricted Home (i) to be used solely for residential purposes (ii) to be occupied as the homebuyer's principal residence, and (iii) to be permitted to be transferred only to HLT, another Eligible Buyer, or upon the death of the homebuyer, to the homebuyer's heirs who qualify as Low -Income, Median - Income or Moderate -Income, as applicable. HLT agrees that the intent of this Agreement, the Declaration and Ground Lease is that the Restricted Homes shall be permanently affordable to Eligible Buyers of Low -Income to Moderate -Income, as applicable, and HLT agrees that resale of the Restricted Homes shall be so restricted pursuant to the Declaration or Ground Lease, as applicable. 3. Marketing and Sale to Eliqible Buyers. HLT shall require Subdivider to sell the Restricted Homes developed on the Property at an Affordable Purchase Price as described in Section 4 to Eligible Buyers of Low -Income, Median - Income or Moderate -Income, as applicable, and in accordance with Exhibit B. Within the pool of eligible applicants, preference is to be given to persons that either live or work in Petaluma. City shall cooperate with HLT to identify Eligible Buyers; however, HLT will have primary responsibility for marketing the Restricted Homes, finding qualified Eligible Buyers, and screening and selecting applicants. City shall have no obligation to pay costs related to marketing, sales efforts or real estate commissions. HLT agrees that it shall comply, and shall require Developer to comply, with applicable fair housing laws in the marketing and sale, as applicable, of the Restricted Homes. 1551\01\1905088.1 4. Affordable Purchase Price. The Maximum Initial Sales Price for the Homes is shown in Exhibit B attached hereto and incorporated herein. 5. City Review of Documents. Upon request, HLT agrees that it shall provide the form of Ground Lease, Declaration and Deed of Trust to be executed by the homebuyers. 6. Compliance Reports, Inspections, Monitorinq. Upon completion of construction of the Restricted Homes, and annually thereafter by no later than each anniversary of the Effective Date, upon City's request HLT shall submit to City a Compliance Report verifying HLT's compliance with this Agreement, and certified as correct by HLT under penalty of perjury. The Compliance Report shall be in such format as City may reasonably request and shall contain certifications regarding the eligibility of homebuyers and evidence of the homebuyer's and HLT's execution of the Ground Lease or Declaration, as applicable. HLT shall retain all records related to compliance with this Agreement, and shall make such records available to City or its designee for inspection and copying on five (5) business days' written notice. HLT shall permit City and its designees to inspect the Property to monitor compliance with this Agreement following two (2) business days' written notice. 7. Covenants Run with the Land. The covenants and conditions herein contained shall apply to and bind, during their respective periods of fee ownership, HLT and its heirs, executors, administrators, successors, transferees, and assignees having or acquiring any right, title or interest in or to any part of the Property and shall run with and burden such portions of the Property. This Agreement shall remain in effect in perpetuity unless released by City pursuant to an instrument recorded in the Official Records of Sonoma County. 8. Default and Remedies. Failure of HLT to cure any default in HLT's obligations under this Agreement within thirty (30) days after the delivery of a notice of default from the City will constitute an Event of Default under this Agreement. In addition to remedies set forth in this Agreement, the City may exercise any and all remedies available under law or in equity, instituting against HLT or other applicable parties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, including without limitation an action to rescind a transaction and/or to require repayment of any funds received in connection with such a violation. 9. Option to Purchase, Enter and Possess or Assignment of Riqhts. 1551\01\1905088.1 A. For those Restricted Homes that are subject to a Ground Lease the following shall apply. City shall have the right at its option to purchase, enter and take possession of the Property or any portion thereof owned by HLT with all improvements thereon (the "Option"), if, at or after the initial sale of the Restricted Homes to Eligible Buyers, the Restricted Homes are sold to persons who do not qualify as Eligible Buyers. In such event City shall have an option to purchase any such Restricted Homes at the Affordable Purchase Price as determined pursuant to this Agreement, or the City may pursue any remedies it may have under this Agreement, the Deed of Trust or under law or in equity. In order to exercise the Option, the City shall give HLT notice of such exercise, and HLT shall, within thirty (30) days after receipt of such notice, provide the City with a summary of all of HLT's costs incurred as described in this Section. Within thirty (30) days of the City's receipt of such summary, the City shall pay into an escrow established for such purpose cash in the amount of all sums owing pursuant to this Section 9, and HLT shall execute and deposit into such escrow a grant deed transferring to the City all of HLT's interest in the Property, or portion thereof, as applicable and the improvements located thereon. B. For those Restricted Homes that are subject to a Declaration, the following shall apply: If, at or after the initial sale of the Restricted Homes to Eligible Buyers, the Restricted Homes are sold to persons who do not qualify as Eligible Buyers, the City shall have the option to assume HLT's rights under each Declaration and Deed of Trust. Upon notice from the City of a violation under this Section 9B and the exercise of the option under this Section 9B by the City, HLT shall assign its interest in the applicable Declaration(s) and Deed(s) of Trust to the City. In such event City shall assume the rights and obligations of HLT under the applicable Declaration(s) and Deed(s) of Trust. In order to exercise the option to assume described in 913 above, the City shall give HLT notice of assignment, and HLT shall, within thirty (30) days after receipt of such notice to assign its rights and obligations under the applicable Declaration and Deed of Trust to the City. 10. Mortqaqee Protection. The City's rights pursuant to Section 9 shall not defeat, limit or render invalid any mortgage or deed of trust recorded against the Property or any portion thereof, including without limitation, any Restricted Home. Any conveyance of the Property to the City pursuant to Section 9 shall be subject to mortgages and deeds of trust permitted by this Agreement. Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not diminish or affect the rights of the California Housing Finance Agency ("CaIHFA"), HUD, the Federal National Mortgage Association ("FNMA"), or the Veterans Administration ("VA") under any mortgage recorded against the Property in compliance with the Declaration. 11. Remedies Cumulative. No right, power, or remedy specified in this 1551\01\1905088.1 Agreement is intended to be exclusive of any other right, power, or remedy, and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy available to the City under law or in equity. Neither the failure nor any delay on the part of the City to exercise any such rights, powers or remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the City of any such right, power or remedy preclude any other or further exercise of such right, power or remedy, or any other right, power or remedy. 12. Attorneys' Fees and Costs. The City shall be entitled to receive from HLT or any person violating the requirements of this Agreement, in addition to any remedy otherwise available under this Agreement or at law or equity, whether or not litigation is instituted, the costs of enforcing this Agreement, including without limitation reasonable attorneys' fees and the costs of City staff time. In any dispute arising in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. 13. Appointment of Other Aqencies. In its sole discretion, the City may designate, appoint or contract with any other person, public agency or public or private entity to perform some or all of the City's obligations under this Agreement. 14. Hold Harmless. HLT agrees to indemnify, defend (with counsel approved by the City) and hold harmless City and its elected and appointed officials, officers, employees, representatives and agents (all of the foregoing, collectively the "Indemnitees") from and against all liability, loss, cost, claim, demand, action, suit, legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) (all of the foregoing, collectively hereinafter "Claims") arising or allegedly arising out of or relating in any manner to the Project, the Property, or HLT's performance or nonperformance under this Agreement, except to the extent arising from the gross negligence or willful misconduct of the City. The provisions of this section shall survive the expiration or other termination of this Agreement or any release of part or all of the Property from the burdens of this Agreement. 15. Insurance Requirements. HLT shall obtain and maintain at HLT's expense, Commercial General Liability, naming Indemnitees as additional insureds with aggregate limits of not less than Two Million Dollars ($2,000,000) for bodily injury and death or property damage including coverage for contractual liability and premises operations, purchased from an insurance company duly licensed to issue such insurance in the State of California with a current Best's Key Rating of not less than A-V, such insurance shall be evidenced by an endorsement which so provides and delivered to the City prior to the Effective Date. 1551\01\1905088.1 16. Notices. All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested, to the party to receive such notice at the addresses set forth below: City: City of Petaluma II. 11 English Street Petaluma, CA 94952 Attn: City Clerk HLT: Housing Land Trust of Sonoma County P.O. Box 5431 Petaluma, CA 94955-5431 Attn: Executive Director Any party may change the address to which notices are to be sent by notifying the other parties of the new address, in the manner set forth above. 17. Inteqrated Aqreement; Amendments. This Agreement, together with the exhibits hereto constitutes the entire Agreement between the Parties with respect to the subject matter hereof. No modification of or amendment to this Agreement shall be binding unless reduced to writing and signed by the Parties. The City Manager or his or her designee shall have authority to approve or disapprove minor or technical amendments to this Agreement on behalf of the City. 18. Subordination; Execution of Riders for the Benefit of Mortgage Lenders. City agrees that if required in order to assist Eligible Buyers to secure purchase money financing for the acquisition of a Home, the City will enter into a subordination agreement with a purchase money lender to subordinate this Agreement under such terms as the City and the purchase money lender shall negotiate provided that City is granted reasonable notice and cure rights under the first mortgage. The City further agrees that if City succeeds to the interest of HLT under the Ground Lease applicable to any one or more Restricted Homes pursuant to the exercise of City's remedies under this Agreement or the Deed of Trust, the City agrees that it shall recognize the Lessee under the Ground Lease and shall comply with the requirements of Fannie Mae Form 2100 (3/06) and Fannie Mae Announcement 06-03 or similar successor policy, as such documents may be modified or amended. Notwithstanding any other provision hereof, the provisions of this Agreement shall be subordinate to the lien of the First Lender Loan (as defined in the Declaration) and shall not impair the rights of the First Lender, or the First Lender's successor or assign, to exercise its remedies under the First Lender Deed of Trust in the event of default under the First Lender Deed of Trust by the Owner. Such remedies under the First Lender 1551\01\1905088.1 Deed of Trust include the right of foreclosure or acceptance of a deed or assignment in lieu of foreclosure. After such foreclosure or acceptance of a deed or assignment in lieu of foreclosure, this Agreement shall be forever terminated and shall have no further effect as to the Unit or any transferee thereafter; provided, however, if the holder of such First Lender Deed of Trust acquired title to the Home pursuant to a deed or assignment in lieu of foreclosure and no notice of default was recorded against the Home by such holder in connection therewith, this Agreement shall automatically terminate upon such acquisition of title, only if (i) the City has been given written notice of default under such First Lender Deed of Trust with a sixty (60) -day cure period (which requirement shall be satisfied by recordation of a notice of default under California Civil Code Section 2924), and (ii) the City shall not have cured the default within the sixty (60) -day period. Owner agrees to record any necessary documents to effect such termination, if applicable 19. Parties Not Co -Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co -venturers, or principal and agent with one another. 20. Further Assurances; Action by the City. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council unless the City Manager determines in his or her discretion that such action requires such approval. 21. Governinq Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. The Parties consent to the jurisdiction of any federal or state court in the jurisdiction in which the Property is located (the "Property Jurisdiction"). Borrower agrees that any controversy arising under or in relation to this Agreement shall be litigated exclusively in courts having jurisdiction in the Property Jurisdiction. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 22. No Waiver. Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of HLT or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to HLT to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent 1551\01\1905088.1 by the City to any act or omission by HLT shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers. 23. Headinas. The titles of the sections and subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions. 24. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. 25. Severability. If any provision contained in this Agreement is to be held by a court of competent jurisdiction to be void or unenforceable the remaining portions of this Agreement shall remain in full force and effect. 26. Exhibits. The following exhibits attached to this Agreement are hereby incorporated herein by reference: Exhibit A Legal Description of the Property Exhibit B Maximum Homebuyer Income Level; Unit Size and Bedroom Count; Maximum Initial Sales Price Exhibit C Form of Declaration and Deed of Trust Exhibit C-1 Form of Ground Lease f'SIGNATURES ON FOLLOWING PAGE; SIGNATURES MUST BE NOTARIZED] 1551\01\1905088.1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. HLT: Housing Land Trust of Sonoma County, A nonprofit public benefit corporation Its: CITY: City of Petaluma, a California municipal corporation Peggy Flynn, City Manager ATTEST: City Clerk APPROVED AS TO FORM: MM Eric W. Danly, City Attorney 1551\01\1905088.1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On , before me, , Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Name: Notary Public 1551\01\1905088.1 Exhibit A Real property in the City of Petaluma, County of Sonoma, State of California, described as follows: , as shown upon the map entitled filed 200_ in Book of Maps Pages Sonoma County Records. 1551\01\1905088.1 EXHIBIT B Workforce housing maximum sales price sheet 17 ATTACHED SINGLE FAMILY: Low Income Households: 80% area medium income: 2 Bedroom 3 Bedroom Sales Price $ $ Moderate Income Households: 120% area medium income: 2 Bedroom 3 Bedroom Sale Price $ $ 1551\01\1905088.1 Exhibit C-1 [Attach form of Ground Lease] OAK #4830-3306-1290 v2 31 ATTACHMENT 9 RESOLUTION OF THE PETALUMA CITY COUNCIL APPROVING A VESTING TENTATIVE SUBDIVISION MAP FOR CORONA STATION RESIDENTIAL PROJECT LOCATED AT 890 NORTH MCDOWELL BOULEVARD APN 137-061-019 File No.: PLMA — 18-0006 WHEREAS, Todd Kurtin with Lomas Corona Station LLC submitted an application for the Corona Station Residential Project, including a Zoning Text Amendment, Development Agreement, Density Bonus and Development Concession/Incentive, Tentative Subdivision Map, Conditional Use Permit and Site Plan and Architectural Review for a 110 unit residential project within the MU1B zone with Flood Plain -Combining (FP -C) Overlay, located on a 6.5 -acre site at 890 North McDowell Boulevard (APN 137-061-019) (the "Project"); and WHEREAS, the Planning Commission held a duly noticed public hearing to consider the Project, on November 12, 2019, at which time all interested parties had the opportunity to be heard; and WHEREAS, at said hearing, the Planning Commission considered the staff report dated November 12, 2019, including the Mitigated Negative Declaration and continued the item to a date certain of November 19, 2019; and WHEREAS, the Planning Commission found the overall project inconsistent with key policies in the General Plan and Station Area Master Plan calling for a mixed use transit oriented development to enhance and facilitate the second SMART station and therefore approved Resolution No. 2019-20 recommending denial of the tentative subdivision map; and WHEREAS, the Corona Station Residential Tentative Subdivision Map is subject to Title 20 (Subdivisions) of the Municipal Code (Subdivision Ordinance) and the State Subdivision Map Act, which regulate the design and improvement of the proposed subdivision; and WHEREAS, as described in the staff report, the Corona Station Residential vesting tentative subdivision map proposes to subdivide the project site into 110 single family lots, two common interest parcels, and one remainder parcel; and WHEREAS, the proposed tentative map illustrates the overall site layout, proposed roadway improvements, utility plans (water, sewer, and wastewater), grading plans, and stonnwater treatment plans, among other improvements; and WHEREAS, the City Council held duly noticed public hearings to consider the project on January 27, 2019 and February 24, 2020, at which time they considered the Planning Commission's recommendation and all interested parties had the opportunity to be heard; and 9-1 WHEREAS, as discussed in the November 12, 2019 Planning Commission staff report, the proposed tentative subdivision map is consistent with the Petaluma General Plan 2025, the Station Area Master Plan, and applicable provisions in the Implementing Zoning Ordinance. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Petaluma as follows: 1. An Initial Study was prepared in compliance with the California Environmental Quality Act for the proposed project, inclusive of the proposed zoning text amendments. It was determined that the proposed project could result in potentially significant impacts related to Air Quality, Biological Resources, Cultural Resources, Geology/Soils, Greenhouse Gas Emissions, Hazards, Hydrology, Noise, and Utilities. However, the Initial Study found that project impacts would be mitigated to a less -than -significant level through implementation of recommended mitigation measures or through compliance with existing Municipal Code requirements or City standards. The City Council approved Resolution No. XX on February 24, 2020 approving the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the project. 2. The City Council hereby approves the Vesting Tentative Subdivision Map for the Project based on the findings made below and subject to the conditions of approval attached as Exhibit 1 hereto and incorporated herein by reference: A. The proposed Subdivision Map, as conditioned, is consistent with the General Plan in that it is on property designated for Mixed use on the General Plan Land Use Map with a density range up to 30 units per net acre. B. The proposed tentative map as designed and conditioned, together with provisions for its design and improvements, is consistent with the General Plan and the Station Area Master Plan in that the project has a density of 26 dwelling units per net acre and creates a 1.27 -acre remainder parcel for dedication to SMART and to facilitate construction of the Corona Road SMART station. The map will not be detrimental to the public health, safety, or welfare in that adequate public facilities exist or will be installed, including roads, sidewalks, water, sewer, storm drains, and other infrastructure. C. The site is physically suitable for the density and the type of development proposed in that it a relatively flat, undeveloped lot within the Urban Growth Boundary with direct access to North McDowell Boulevard and Corona Road and adjacent to the future Corona Road SMART station that will serve to use land efficiently and promote infill at a residential density consistent with the vision of the General Plan. Proposed residential density is 26 units per net acre, consistent with the Mixed Use land use designation. D. The design of the subdivision and the proposed improvements will not cause substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat in that the Mitigated Negative Declaration provided mitigation measures to reduce identified potential impacts on environmental resources to less than significant levels. All 9-2 identified mitigation measures are included as conditions of approval to ensure implementation through the project. E. The design of the subdivision and the types of improvements are not likely to cause serious public health problems in that the project proposes a residential development on approximately 5.2 gross acres and reservation of a 1.27 -acre remainder parcel for parking associated with the future SMART station, and incorporation of circulation improvements to increase connectivity for vehicles, pedestrians, and bicycles. F. The design of the subdivision and the residential improvements in the subdivision are not likely to cause serious public health problems in that the project will be not expose inhabitants of the homes to any known hazards. G. The design of the subdivision and the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision in that the project is proposing a network of private streets that will connect to the City's existing street network, including provisions for emergency vehicle access. Existing easements will be preserved or realigned to mesh with the subdivision design. H. The proposed Corona Station Residential Project vesting tentative subdivision map complies with the requirements of Chapter 20.16, Tentative Subdivision Map, of the Subdivision Ordinance and with the Subdivision Map Act as further described in the staff report. 3. This resolution will be of no force and effect unless and until the Ordinance Upholding the Appeal Filed By Lomas -Corona LLC, Overturning the Planning Commission's Denial, and Amending the Text of the Implementing Zoning Ordinance, Ordinance 2300 N.C.S., Table 4.3, Ordinance N.C.S. takes effect, and upon Ordinance N.C.S taking effect, this resolution will take effect, without further action of the City Council. 9-3 ATTACHMENT 9 - EXHIBIT I CONDITIONS OF APPROVAL Corona Station Residential Project Project File No. PLMA 18-0006 February 24, 2020 PLANNING DIVISION 1. Approval of the Vesting Tentative Subdivision Map is contingent upon the City Council's approval of the associated Zoning Text Amendment, Development Agreement, and Density Bonus for the Project and subsequent Planning Commission approval of the associated Conditional Use Permit and Site Plan and Architectural Review. 2. The Conditions of Approval and Mitigation Measures shall be listed on the first sheet of the office and job site copies for all building permit plans prior to issuance. 3. The plans submitted for final map review shall be in substantial compliance with the plans date stamped December 4, 2019, except as modified by these Conditions of Approval. 4. The applicant shall pay the Notice of Determination ("NOD") Clerk's fee to the Planning Division. The applicant shall provide a $50.00 check made payable to the Sonoma County Clerk. Planning staff will file the Notice of Determination with the County Clerk's office. The applicant shall also provide a check for the State Department of Fish and Wildlife environmental filing fee (as required under Fish and Wildlife Code Section 711.4d) to the Sonoma County Clerk on or before the filing of the Notice of Determination (as of January 1, 2020, the fee is $2,406.75; contact the Clerk's office at (707) 944-5500 to confirm). 5. No building permits shall be issued for any buildings on the site until a Final Map has been approved and recorded and a Conditional Use Permit and Site Plan and Architectural Review is approved by the Planning Commission. 6. The applicant shall defend, indemnify and hold harmless the City and its officials, boards, commissions, agents, officers and employees ("Indemnitees") from any claim, action or proceeding against Indemnitees to attack, set aside, void or annul any of the approvals of the project to the maximum extent permitted by Government Code section 66477.9. To the extent permitted by Government Code section 66477.9, the applicant's duty to defend, indemnify and hold harmless in accordance with this condition shall apply to any and all claims, actions or proceedings brought concerning the project, not just such claims, actions or proceedings brought within the time period provided for in applicable State and/or local statutes. The City shall promptly notify the subdivider of any such claim, action or proceeding concerning the subdivision. The City shall cooperate fully in the defense. Nothing contained in this condition shall prohibit the City from participating in the defense of any claim, action, or proceeding, and if the City chooses to do so, applicant shall reimburse City for attorneys' fees and costs incurred by the City to the maximum extent permitted by Government Code section 66477.9. 7. The applicant shall be subject to any applicable fees in affect at time of building permit issuance. Said fees are due at time of certificate of occupancy, other pertinent fees that are applicable to the proposed project will be required. 9 -I -I ATTACHMENT 9 EXHIBIT l 8. All standpipes, check valves and other utilities shall be placed underground or fully screened from view by decorative screening structures or landscaping to be reviewed and approved by the Planning Manager. 9. All earthwork, grading, trenching, backfilling, and compaction operations shall be conducted in accordance with the City of Petaluma's Subdivision Ordinance (#1046, Title 20, Chapter 20.04 of the Petaluma Municipal Code). An erosion and sediment control plan will be required for the subdivision grading plans. The proposed subdivision grading and subsequent development phases that are over one acre in size will be required to prepare a SWPPP in accordance with City and State regulations, and all future development will be subject to City grading and erosion control regulations. 10. Consistent with IZO Section 3.040, Program 4.3 of the 2015-2023 Housing Element, and provisions of the approved Development Agreement for the project, the applicant shall develop no less than 17 on-site dwelling units affordable for at least 99 years to low- and moderate - income households. The affordable units shall be constructed concurrently with the market - rate units and shall be consistent with the terms of the Density Bonus Agreement as approved by the City Council. 11. Consistent with the approved Development Agreement, the project shall be built as an all electric project without any new gas infrastructure. Each residential unit shall be built with photovoltaic and electrical vehicle charging stations. 12. In the event that human remains are uncovered during earthmoving activities, all construction excavation activities shall be suspended, and the following measures shall be undertaken: a. The Sonoma County Coroner shall be contacted. b. If the coroner detennines the remains to be Native American, the coroner shall contact the Native American Heritage Commission within 24 hours. c. The project sponsor shall retain a City -approved qualified archaeologist to provide adequate inspection, recommendations and retrieval, if appropriate. d. The Native American Heritage Commission shall identify the person or persons it believes to be the most likely descended from the deceased Native American and shall contact such descendant in accordance with state law. e. The project sponsor shall be responsible for ensuring that human remains and associated grave goods are reburied with appropriate dignity at a place and process suitable to the most likely descendent. Mitigation Measures 13. AQ -1: The applicant shall incorporate the Best Management Practices (BMPs) for construction into the construction and improvement plans and clearly indicate these provisions in the specifications. In addition, an erosion control program shall be prepared and submitted to the City of Petaluma prior to any construction activity. BMPs shall include but not be limited to the BAAQMD Basic Construction Mitigation Measures as modified below: All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered three times per day. 9-1-2 ATTACHMENT 9 EXHIBIT l • All haul trucks transporting soil, sand, or other loose material shall be covered. • All visible mud or dirt track -out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited. • All vehicle speeds on unpaved roads shall be limited to 15 mph. • All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used. • Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations [CCR]). Clear signage shall be provided for construction workers at all access points. • All construction equipment shall be maintained and properly tuned in accordance with manufacturer's specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation. • Construction equipment staging shall occur as far as possible from existing sensitive receptors. • The Developer shall designate a person with authority to require increased watering to monitor the dust and erosion control program and provide name and phone number to the City prior to issuance of grading permits. Post a publicly visible sign with the telephone number of designated person and person to contact at the Lead Agency regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District's phone number shall also be visible to ensure compliance with applicable regulations. 14. AQ -2: To reduce potential impacts to air quality during construction, the project shall develop and implement a plan demonstrating that off-road equipment used on-site to construct the project would achieve a fleet -wide average 45 percent reduction, or more, in diesel particulate matter exhaust emissions. Examples of how to achieve this reduction may include but is not limited to a combination of the following: Diesel -powered off-road equipment larger than 25 horsepower operating on-site for more than two days continuously shall at a minimum meet U.S. EPA particulate matter emissions standards for Tier 2 engines that include CARB-certified Level 3 Diesel Particulate Filters or equivalent.I Equipment that meets U.S. EPA Tier 3 standards with DPF 3 filters for particulate matter or engines meeting Tier 4 particulate matter standards would meet this requirement. All diesel -powered off-road equipment, larger than 25 horsepower, operating on the site for more than two days continuously shall, at a minimum, meet U.S. EPA particulate matter emissions standards for Tier 2 engines. 1 http://www.arb.ca.gov/diesel/verdev/vt/cvt.htm 9-1-3 ATTACHMENT 9 EXHIBIT l • Line power would be provided to limit the use of any portable diesel -powered equipment to 20 hours (e.g., generators, compressors, welders, etc.). • Use of construction equipment that is alternatively -fueled (non -diesel). • The simultaneous occurrence of excavation, grading, and ground -disturbing construction activities on the same area at any one time shall be limited. Activities shall be phased to reduce the amount of disturbed surfaces at any one time. • Minimize the idling time of diesel powered construction equipment to two minutes. • All construction equipment, diesel trucks, and generators be equipped with Best Available Control Technology for emission reductions of NOx and PM. • Require all contractors use equipment that meets CARB`s most recent certification standard for off-road heavy duty diesel engines. 15. BI0-1: In order to avoid impacts to special -status avian species and other birds protected under the Migratory Bird Treaty Act, site preparation activities, including the removal of trees and building demolition, should occur outside of the bird -nesting season between September 1St and January 31st. If vegetation removal or construction begins between February 1St and August 31St preconstruction surveys including call sounds shall be conducted by a qualified biologist within 7 days and up to 14 days prior to such activities to determine absence or the presence and location of nesting bird species. The nesting survey shall include the examination of all trees within 200 feet of the project site, or as otherwise determined by a qualified ornithologist, including those not identified for removal. If active nests are present, temporary protective breeding season buffers shall be established by a qualified biologist in order to avoid direct or indirect mortality or disruption of these birds, nests or young. The appropriate buffer distance is dependent on the species, surrounding vegetation and topography and will be determined by a qualified biologist to prevent nest abandonment and direct mortality during construction. Buffers may be larger for special -status species. Work may proceed if no active nests are found during surveys or when the young have fledged a nest or the nest is determined to be no longer active. 16. CUL -1: If during the course of ground disturbing activities, including, but not limited to excavation, grading and construction, a potentially significant prehistoric or historic resource is encountered, all work within a 100 -foot radius of the find shall be suspended for a time deemed sufficient for a qualified and city -approved cultural resource specialist to adequately evaluate and determine significance of the discovered resource and provide treatment recommendations. Should a significant archeological resource be identified a qualified archaeologist shall prepare a resource mitigation plan and monitoring program to be carried out during all construction activities. Prehistoric archaeological site indicators include: obsidian and chert flakes and chipped stone tools; grinding and mashing implements (e.g., slabs and handstones, and mortars and pestles); bedrock outcrops and boulders with mortar cups; and locally darkened midden soils. Midden soils may contain a combination of any of the previously listed items with the possible addition of bone and shell remains, and fire affected stones. Historic period site indicators generally include: fragments of glass, ceramic, and metal objects; milled and split lumber; and structure and feature remains such as building foundations and discrete trash deposits (e.g., wells, privy pits, dumps). 9-1-4 ATTACHMENT 9 EXHIBIT l 17. GEO-1: As determined by the City Engineer and/or Chief Building Official, all recommendations outlined in the Geotechnical Investigation dated August 28, 2018, prepared by Stevens, Ferrone & Bailey, Engineering Company, Inc., including but not limited to, site preparation and grading, excavation, seismic design, foundation design, and sound wall design are herein incorporated by reference and shall be adhered to in order to ensure that appropriate construction measures are incorporated into the design of the project. Nothing in this mitigation measure shall preclude the City Engineer and/or Chief Building Official from requiring additional information to detennine compliance with applicable standards. The geotechnical engineer shall inspect the construction work and shall certify to the City, prior to issuance of a certificate of occupancy that the improvements have been constructed in accordance with the geotechnical specifications. 18. GEO-2: Prior to issuance of a grading permit, an erosion control plan along with grading and drainage plans shall be submitted to the City Engineer for review. All earthwork, grading, trenching, backfilling, and compaction operations shall be conducted in accordance with the City of Petaluma's Grading and Erosion Control Ordinance #1576, Title 17, Chapter 17.31 of the Petaluma Municipal Code. These plans shall detail erosion control measures such as site watering, sediment capture, equipment staging and laydown pad, and other erosion control measures to be implemented during construction activity on the project site. 19. GHG-1: A GHG reduction plan shall be developed and demonstrate that GHG emission from the operation of the project would be reduced, such that the project would have GHG emissions not exceeding 660 MT of CO2e/ year or 2.8 MT/capita/year in 2030. Elements of this plan may include the following: • Installation of solar power systems or other renewable electric generating systems that provide electricity to power on-site equipment and possibly provide excess electric power; • Provide infrastructure for electric vehicle charging in residential units (i.e., provide 220 VAC power) • Develop and implement a transportation demand management (TDM) program to reduce mobile GHG emissions; • Incorporate pedestrian and bicycle circulation features; • Increase water conservation above State average conditions for residential uses; • Construct onsite or fund off-site carbon sequestration projects such as a forestry or wetlands projects for which inventory and reporting protocols have been adopted. If the project develops an off-site project, it must be registered with the Climate Action Reserve or otherwise approved by the BAAQMD in order to be used to offset Project emissions; • Purchase of carbon credits to offset Project annual emissions. Carbon offset credits must be verified and registered with The Climate Registry, the Climate Action Reserve, or another source approved by the California Air Resources Board or BAAQMD. The preference for offset carbon credit purchases include those that can be achieved as follows: I) within the City; 2) within the San Francisco Bay Area Air Basin; 3) within the State of California; then 4) elsewhere in the United States. Provisions of evidence of payments, and funding of an escrow -type account or endowment fund would be overseen by the County. 20. HAZ-1: Prepare and implement a Risk Management Plan and Health and Safety Plan that 9-1-5 ATTACHMENT 9 EXHIBIT l protects construction workers and provides the procedures to properly manage contaminated soil and groundwater that may be encountered during construction activities. The Plan shall address procedures for discovery of any known or unknown features or environmental conditions that may be encountered during construction activities and proper disposal methods for contaminated materials. The Plan shall include, but not be limited to the following components: • Verification of Compliance: Prior to issuance of a grading permit, the applicant shall submit for review and approval by the City of Petaluma, written verification that the appropriate federal, state or county oversight authorities, including but not limited to the RWQCB and/or the Sonoma County Department of Health Services, have granted all required clearances and confirmed that all applicable standards, regulations and conditions for all previous contamination at the project site. • Soil management: Provide guidelines for identification and analysis of known (per Phase I ESA and Phase II ESA prepared by Pinnacle Environmental, Inc.) and unknown environmental conditions and define responsibilities for management of discovery of known and unknown features or site conditions. • Groundwater management: Groundwater encountered during construction shall be contained onsite in a secure and safe manner, prior to treatment and disposal, to ensure environmental and health issues are resolved pursuant to applicable laws and policies of the City of Petaluma, the RWQCB and/or Sonoma County Department of Health Services. Engineering controls shall be utilized, which include impermeable barriers to prohibit groundwater and vapor intrusion into buildings. Prohibit use of groundwater encountered during construction activities for dust control and allow discharge of groundwater to surface waters only pursuant to a permit issued from applicable regulatory agencies. All permit conditions must be satisfied prior to discharge. • Health and Safety plan: Preparation and implementation of a site-specific Environmental Health and Safety Plan by the general contractor to ensure that appropriate worker health and safety measures are in place during construction activities. Elements of the plan must include all practices and procedures necessary to comply with all new and existing Federal, California, and local statutes, ordinances, or regulations regarding health and safety. Specific components of the Plan must include the following: o Identification of site hazards potential hazardous substances/materials that could be encountered, including potential odors associated with hazardous substances/materials; o Assignment of specific health and safety responsibilities for site work; o Establishment of appropriate general work practices; o Establishment of control zones and decontamination procedures; o Job hazard analysis / hazard mitigation procedures; o Required personal protective and related safety equipment; and o Contingency and emergency information. • Proper Removal of Buried Equipment: Any buried holding tanks including septic systems shall be properly decommissioned in accordance with applicable regulations established by the County of Sonoma. Removal of underground tanks shall be immediately followed by 9-1-6 ATTACHMENT 9 EXHIBIT l backfill in accordance with Engineering recommendations. Materials shall be properly disposed of at permitted facilities. 21. HYDRO -1: Following construction of the residential buildings within the FP -C (Flood Plain — Combining District), and prior to occupancy, the elevation of the lowest floor, including basement, shall be certified by a registered professional engineer or surveyor, to be properly elevated. Such certification or verification shall be provided to the Floodplain Administrator. As determined to be appropriate by the Floodplain Administered, the following standards may also be required: • All new improvements shall be anchored to present flotation, collapse, or lateral movement. • All new improvements shall be constructed with materials and utility equipment resistant to flood damage and using methods and practices to minimize flood damage. • All electrical, heating, air conditioning, ventilation, and plumbing shall be designed and located to prevent water from entering or accumulating within components during flooding. • All new construction and improvements shall insure that fully enclosed areas below the lowest floor that are subject to flooding be designed to automatically equalize hydrostatic flood forces on exterior walls by allowing for the entry and exit of flood waters. A minimum of two opening not less than one square inch for every square foot of enclosed area shall be provided. 22. N0I-1: The following Best Construction Management Practices shall be implemented to reduce construction noise levels emanating from the site, limit construction hours, and minimize disruption and annoyance: • Limit construction hours to between 7:00 a.m. and 7:00 p.m., Monday through Friday and between 9:00 a.m. and 7:00 p.m. on Saturday, Sunday and State, Federal and Local Holidays. • Delivery of materials and equipment to the site and truck traffic coming to and from the site is restricted to the same construction hours specified above. • Equip all internal combustion engine -driven equipment with intake and exhaust mufflers that are in good condition and appropriate for the equipment. • Unnecessary idling of internal combustion engines shall be strictly prohibited. • Locate stationary noise -generating equipment such as air compressors or portable power generators as far as possible from sensitive receptors. If they must be located near receptors, adequate muffling (with enclosures where feasible and appropriate) shall be used to reduce noise levels at the adjacent sensitive receptors. Any enclosure openings or venting shall face away from sensitive receptors. • Acoustically shield stationary equipment located near residential receivers with temporary noise barriers. • Utilize "quiet" air compressors and other stationary noise sources where technology exists. • Construction staging areas shall be established at locations that will create the greatest distance between the construction -related noise sources and noise -sensitive receptors nearest the project site during all project construction activities. 9-1-7 ATTACHMENT 9 EXHIBIT l • Locate material stockpiles, as well as maintenance/equipment staging and parking areas, as far as feasible from existing residences. • Control noise from construction workers' radios to a point where they are not audible at existing residences bordering the project site. • The contractor shall prepare a detailed construction schedule for major noise -generating construction activities. The construction plan shall identify a procedure for coordination with adjacent residential land uses so that construction activities can be scheduled to minimize noise disturbance. • Notify all adjacent residences (within 500 feet of the project site) of the construction schedule, in writing, and provide a written schedule of "noisy" construction activities to the adjacent land uses. • Designate a "disturbance coordinator" who would be responsible for responding to any complaints about construction noise. The disturbance coordinator will determine the cause of the noise complaint (e.g., bad muffler, etc.) and will require that reasonable measures be implemented to correct the problem. Conspicuously post a telephone number for the disturbance coordinator at the construction site and include in it the notice sent to neighbors regarding the construction schedule. 23. N0I-2: To reduce noise levels in the side yards of the eight Type II Zero Lot Line homes facing North McDowell Blvd to a CNEL of 60 dBA, a barrier with a minimum top of wall elevation of seven (7) feet above yard grade level on the side yard of the Zero Lot Line homes along North McDowell Blvd shall be incorporated into the project design. To ensure effectiveness, the noise barrier walls shall be built without cracks or gaps in the face, and shall not have large or continuous gaps at the base, or where they adjoin the homes or each other. The walls should also have a minimum surface weight of 3.0 lbs. per square foot. Small, dispersed, gaps in the base of the walls for landscape irrigation or drainage which do not compose more than 0.5% of the wall area are acceptable. 24. N0I-3: In order to comply with noise compatibility standards, the project shall incorporate the following: • Provide forced air mechanical ventilation, satisfactory to the local building official, in all residences with partial or full line of sight to North McDowell Blvd. traffic. To maintain interior noise levels at or below 45 dBA CNEL, provide sound -rated windows and doors at Type I and Type II residences facing or perpendicular to North McDowell Boulevard. The degree of sound mitigation needed to achieve an interior CNEL of 45 dBA or less would vary depending on the final design of the building (relative window area to wall area) and the design of the exterior wall assemblies. However, based on the future exterior noise levels and typical residential construction, it is anticipated that windows and doors facing or with a view of North McDowell Boulevard may require STC ratings of between 28 and 30. The specific determination of exterior wall assemblies and window/door STC ratings should be conducted on a unit -by -unit basis during the project design. The results of the analysis, including the description of the necessary noise control treatments, shall be 9-1-8 ATTACHMENT 9 EXHIBIT l submitted to the City along with the building plans and approved prior to issuance of a building permit. 25. NOI-4: Install windows with STC ratings of between 28 and 32 for residences adjacent to the rail line to reduce interior maximum levels resulting from train engine noise to the recommended 55 dBA Lmax30 interior levels. 26. TRAF-I: Existing landscaping on the median island within the North McDowell Boulevard and within the line sight of the eastern driveway, shall be modified to achieve adequate sight lines where left -turn egress would be allowed. Landscaping modification would include removal of bushes and shrubs between the trees as well as a reduction in the height of the berm on the median. Additionally, new landscaping and signage introduced by the project shall be installed in locations and maintained in a manner that does not further introduce sight line conflicts at project driveways. 27. UTIL-1: Prior to issuance of a grading permit, a Final Hydrology and Hydraulic Study shall be prepared to confirm that the proposed combination of site grading, routing of onsite storm water pipe facilities and storm water treatment systems continue to mitigate increases in calculated peak flows to the individual points of concentration around the site, to at or below pre -project conditions. PUBLIC WORKS AND UTILITIES Frontage Improvements 28. Construct frontage improvements along N. McDowell Boulevard and Corona Road as shown on the draft final map submitted by the applicant and as required or modified by these conditions of approval. 29. Construct a new concrete pavement transit stop/pullout on northbound N. McDowell Blvd. in the general location shown on the tentative map. The dimensions of the turnout shall be designed to accommodate a 45' regional coach bus entering/exiting the pullout. Transit will provide bus specifications as needed. Bus turning movements shall be shown on drawings. 30. Provide a concrete pad and bus shelter adjacent to the turnout with location and size to be approved by Transit Manager and City Engineer. Install a signpost to be installed near north end of bus stop area, for a bus stop sign and no parking sign. Bus shelter to be Tolar Mfg. — city standard shelter, with two shelter benches two full-size Tolar refuse cans (one recycle, one trash), and two inverted -U bike racks (galvanized and powder coated steel). All items are to be placed on concrete passenger wait pad adjacent to the bus pull-out. Hardwired electrical facilities shall be installed for the stop. 31. At end of subdivision construction, minimum pavement restoration of a '/2 half street 2 -inch pavement grind and overlay shall be constructed on N. McDowell Blvd along the project frontage, from the south project limits to the intersection of Corona. Additional restoration work may be required on Corona depending on extent of disturbance and damage to surface from construction activities. Improvement plans to include all median repairs, tree removal, and median restoration. 32. Prior to the issuance of the first building permit for a residential structure, the applicant shall pay a fair share contribution to the City towards pedestrian crossing improvements at the 9-1-9 ATTACHMENT 9 EXHIBIT l Corona Road railroad grade crossing. The city shall coordinate design requirements with Sonoma Marin Area Rail Transit and provide a preliminary cost estimate of the improvements. The fair share shall be based on the number of residential units within the project area and within a '/2 mile radius of the future train station site, east of the railroad tracks. 33. Prior to the issuance of the first building permit for a residential structure, the applicant shall pay a fair share contribution to the City towards of the cost of SMART railroad pre-emption. Preliminary estimate for applicant's proportional share is 4.7% as put forth in the Traffic Impact Study. The prorata estimate calculation is to be approved by the City Engineer. 34. Reconfiguration of the westbound approach to left turn lane queue on Corona approaching PBN will be required to reduce queue to an acceptable length. The reconfiguration shall be designed with a shared left-turn/through lane consistent with Traffic Impact Study recommendation subject to approval by Sonoma County Public Works (this portion of road is outside of the city limits. 35. The existing sidewalk along the Corona frontage shall be extended to and aligned with the existing sidewalk on the eastern side of the railroad tracks. The City is to coordinate with SMART and the applicant to assure accommodations for SMART & CPUC grade crossing safety standards and compliance. 36. All portions of existing broken, displaced, cracked and/or settled City sidewalk, curb and gutter along the Corona Road frontage shall be removed and replaced with City standard sidewalk, curb and gutter. 37. Frontage improvements shall include new sidewalk and new ADA ramps to Corona Road on all four points of the intersection. All pedestrian ramps shall meet current City requirements and accessibility standards. 38. Per City of Petaluma Public Works & Utilities Street Standard Guidelines (201.1): Arterial street sidewalks shall be a minimum of 6 feet in width (N. McDowell) and minimum 5 feet width for all residential. 39. Striping and signage shall be required per City specifications. Thermoplastic striping shall be required for all street striping. Grading 40. Grading shall conform to the project geotechnical investigation report submitted with the tentative map application and the geotechnical report prepared as part of the construction documents. 41. Any existing structures above or below ground shall be removed if not a part of the new subdivision. Structures shall include, but shall not be limited to buildings, concrete pads, fences, retaining walls, pipes, debris, etc. Streets 42. All streets within the subdivision shall be privately owned and maintained with public access and public utility easements as shown on the tentative map, dedicated to the City of Petaluma. 43. The private streets shall generally be constructed as shown on the draft final map, including conforms to N. McDowell Boulevard; 20 -feet wide with two 10 -foot travels lanes, as well as 5 ft sidewalks on both sides of the street, and 8 ft. parallel parking spaces where shown. 9-1-10 ATTACHMENT 9 EXHIBIT l 44. Surface drainage shall not be allowed to flow across the public sidewalk and shall be collected and directed to a storm drain system. 45. A minimum 2 -inch grind and AC overlay will be required on all utility cuts along the length of the trench, for a minimum of 1/2 the street width within N. McDowell Blvd, Corona Road or other existing affected City streets. 46. All private interior street improvements shall be designed and constructed to City standards with a minimum pavement section of 4 -inches of asphalt concrete over 12 -inches of class 2 aggregate base. The minimum longitudinal gutter slope is 0.5% per City standards. All other street related improvements such as sidewalk, curb, gutter, signage, striping, etc. shall be designed and constructed to City standards. 47. Street lights in the interior streets shall be publicly owned and operated, and installed per City standards. LED streetlight fixtures shall be installed. The City will provide the developer the LED specification prior to submittal of the final map and improvement plans. Final street light locations shall be determined at the time of improvement plan review and approval. Pull boxes and electrical conduits shall be installed per City requirements. 48. "No parking" signs and red curbs shall be installed on curved sections of interior streets and on all curb returns. 49. Crosswalks shall be installed between all pedestrian ramps. A stop sign and legend shall be installed at all interior street intersections per City requirements. 50. All improvement work shall be completed prior to issuance of a final inspection/certificate of occupancy for the last 20% percent of units. 51. Traffic control plans are required for all stages of construction and shall be per latest Manual on Uniform Traffic Control Devices (MUTCD) standards. 52. To achieve adequate sight lines where left -turn egress would be allowed, landscaping modification and maintenance at the median is necessary. Bushes and shrubs shall be removed between the trees and the height of the berm on the median shall be reduced. New Signing and landscaping should be placed and maintained in a way to avoid reducing sight lines from the driveways. 53. The existing N McDowell median island and center striping should be modified as necessary to provide a left -turn pocket with at least 50 feet of stacking space for access to the project's southernmost driveway. Miscellaneous Bicycle and Pedestrian 54. Add bicycle path connection access point at Michael Drive (northside) for a total of five. 55. Assure all driveway crossings and ADA ramps are compliant with the Bicycle & Pedestrian Plan. (reference pg. 57) 56. Provide wayfinding signage on North McDowell Boulevard to direct to multiuse path access points. 57. Provide an elevated or multi -use bike/ped path to provide buffer from N. McDowell vehicle traffic. One acceptable option is to provide a wider sidewalk that could be used as a multi -use 9-1-11 ATTACHMENT 9 EXHIBIT l pathway for both two-way bike travel and pedestrian (min 10 ft width), with path separated from traffic lane. 58. Provide benches along Corona Creek. Bench specification to be approved by planning staff. 59. Extend multi -use trail/sidewalk along N. McDowell to the south adjacent to city property and ending at SMART crossing. 60. Bike racks shall be provided in common areas. Bike rack quantity and design to be reviewed and approved by planning staff. Water, Sanitary Sewer and Storm Drain Systems 61. Show all existing utility mains on frontage streets on Existing conditions map and Utility Plans. 62. All utilities to be constructed with city Standard Details current/published at time of construction. 63. Bioretention or private storm water treatment facilities shall be outside of the public right of way and outside the exclusive public watermain easement. 64. The storm drain system shall generally be constructed as shown on the tentative map. All proposed storm drain lines located on private property shall be privately owned and maintained. The storm drain system design shall be reviewed and approved by the Sonoma County Water Agency prior to approval of the final map and subdivision improvement plans. Submit final construction level hydrology calculations with the final map and the subdivision improvement plan application. 65. Prior to issuance of a building permit, an operations and maintenance manual is required for the proposed storm water treatment systems, and shall be submitted with the final map and improvement plan application for review and approval by the City Engineer. The manual shall include annual inspection, by a Civil Engineer registered in the State of California, to ensure the detention and treatment systems are operating as designed and constructed as well as provisions to make any necessary repairs to the system. A signed and sealed copy of the report shall be provided annually to the Office of the City Engineer. 66. Prior to acceptance of the public improvements, the developer shall enter into a Storm Water Quality Treatment Facility Access and Maintenance Agreement/Declaration with the City of Petaluma, subject to City approval. The agreement shall include language that the subsequent entity responsible for maintenance shall comply with terms of the agreement in perpetuity. The agreement shall be recorded. 67. Erosion control and water quality control measures shall be employed throughout the construction life of the project. The necessary documentation including Notice of Intent, Storm Water Pollution Prevention Plan (SWPPP) and Notice of Termination shall be filed as required by the responsible agencies. The project shall comply with the City of Petaluma Phase II Storm Water Management Plan including attachment four post construction requirements. 68. No lot -to -lot drainage is allowed without drainage easements, subject to the approval of the City Engineer. 69. The water main system shall generally be constructed as shown on the tentative map and be capable of delivering a continuous fire flow as required by the Fire Marshal. Provide final, construction level water system flow and pressure calculations with the subdivision 9-1-12 ATTACHMENT 9 EXHIBIT l improvement plan and final map submittal. All new water service lines and meters shall be sized and installed in accordance with Petaluma Public Works Water Standards. Water meters shall be located within public easements and shall be placed outside of vehicle paved area wherever possible. No meters permitted in driveways. Cluster meters shall use Std Detail #888.00. Show all double check locations on improvement plans. Water mains will not extend down Courts A, B, And C. Meter clusters shall be at Accessway J. 70. Survey datum for public water main improvements shall be NAVD 88. At time of final map, the Public Water Main plan and profile shall be submitted for approval separate from the building permit plans per current City Standards. 71. All water main valves shall be located at curb extensions. 72. Landscaping in public utility easements shall be limited to ground cover and shallow rooted, low lying shrubs. Trees are not allowed. 73. Provide landscape meter locations and size. Backflows per City Standards 74. All existing water and sewer connections shall be abandoned per City Standards. All existing water laterals shall have full circle clamps at main. 75. End of line water mains shall have hydrants and not blow -offs. 76. Draft joint trench plans are required with the public improvement plan submittal. PG&E approval of the joint trench plans is required prior to the start of any construction. 77. The sanitary sewer and storm drain system shall generally be constructed as shown on the tentative map. Label all onsite sewer and storm as private and privately maintained. The only public utility onsite shall be the water main. Minimum water main size is 8 inches. Provide exclusive 15 -foot public water main easement for on-site water. The exclusive public water line easement shall include fire hydrants and meter sets. No trees shall be planted in easement. 78. Show the Sonoma County Water Agency (Sonoma Water) sewer force main in the profile view on sheets C3.3 and Sheet C3.4. Sonoma Water shall approve all crossing of the sewer force main or improvements within 10 feet of the force main. The Public water main crossing the force main shall have two feet vertical clearance and be encased in a 20 -foot encasement pipe centered on the force main. Fire hydrants installed on N McDowell are too close to the sewer force main and shall have a 10 -foot separation to force main and 5 -foot separation to the storm drain. 79. Plug to existing 8 -inch sewer lateral shown on C3.3 not intended to be used. Abandon the existing lateral per City Standards. Flood Management 80. Prior to approval of the Public Improvement Plans, a Final hydrology report shall be submitted to demonstrate that proposed grading, drainage, retention and storm facilities are in compliance with the City of Petaluma Floodplain Regulations in the Flood Ordinance (Chapter 6) of the City of Petaluma Implementing Zoning Ordinance. Development measures for the construction, location, conversion, or alteration of any land contained within FEMA designated flood hazard zones must adhere to the standards for fill placement and construction elevation set forth in the ordinance and assure that it will not increase the rate or amount of surface runoff in a manner which would result in flooding on or offsite. 9-1-13 ATTACHMENT 9 EXHIBIT l 81. The project shall comply with the Sonoma County Water Agency (SCWA) Flood Control Design Criteria for the design and construction of drainage structures and facilities within the City. Proposed projects are subject to review by the SCWA and City. Right of Way and Easements 82. All necessary right of ways and easements shall be dedicated on the final map corresponding to the architectural site and access plans, subject to City approval. 83. Public access easements for the proposed bicycle and pedestrian pathways shall be dedicated on the final map, corresponding to the architectural site and access plans, subject to City approval. 84. Public utility easements (PUE) shall be provided adjacent to and parallel to both sides of new streets and within the public right-of-way. Any proposed PUE's less than 10 feet wide shall be approved by the responsible public utility agencies. Additional PUE's may be required in shared driveways. Miscellaneous 85. Any existing overhead distribution utilities (electrical and communication) along the project frontages and traversing the site shall be placed underground. 86. Maintenance agreements shall be required for any shared utilities or facilities within common areas and shall be recorded with the final map. Agreements shall identify the utility or facility to be maintained, the parties responsible for maintenance and the funding mechanism for maintenance, replacement and repair. All agreements shall be reviewed and approved prior to recordation. 87. Prepare final map and improvement plans per the latest City policies, standards, codes, resolutions and ordinances. Final map fees and technical review deposits shall be required at the time of the application submittal. Public improvements shall be designed and constructed in accordance with City of Petaluma Standards, Caltrans and Manual of Uniform Traffic Control (MUTCD). 88. Prior to issuance of any permits and prior to public improvement plan approval, a subdivision agreement shall be executed including City standard surety bonds and insurance, as required for the subdivision improvements. Water Conservation 89. Prior to the issuance of a building permit, the applicant shall submit The applicant shall submit the following in accordance with PMC Section 15.17.050: A. PMC Section 15.17.050(C)(1)O): Applicant signature and date with statement, "I agree to comply with the requirements of the Landscape Water Use Efficiency Standards and submit a complete Landscape Documentation Package." B. PMC Section 15.17.050(C)(4)(c)(3): A minimum three-inch layer of mulch shall be applied on all exposed soil surfaces of planting areas except in turf areas, creeping or rooting groundcovers, or direct seeding applications where mulch is contradicted. C. PMC Section 15.17.050(C)(4)(d)(1,6,11,17,18):The landscape design plan at a minimum, shall include: 9-1-14 ATTACHMENT 9 EXHIBIT l • Delineate and label each hydrozone by number, letter, or other method. • Identify type of mulch and application depth. • Identify plant quantities. • Contain the following statement : "I have complied with the criteria of the ordinance and applied them for the efficient use of water in the landscape design plan"; and • The signature of a licensed landscape architect, licensed landscape contractor, or any other person authorized to design a landscape. D. PMC Section 15.17.050(C)(5)(a,b,c): A complete irrigation design plan that meets all the design criteria shall be submitted as a part of the landscape documentation package. E. PMC Section 15.17.050(C)(5)(c)(9,10): In addition the irrigation design plan shall also contain: • The following statement: "I have complied with the criteria of the ordinance and applied them accordingly for the efficient use of water in the irrigation design plan"; and • The signature of a licensed landscape architect, certified irrigation designer, licensed landscape contractor, or any other person authorized to design an irrigation system. 90. Prior to final inspection, the applicant shall submit the following in accordance with PMC Section 15.17.050. Please refer to the following sections of the PMC for detailed requirements of each item: A. PMC Section 15.17.050 (C)(3): Soil Management Report. B. PMC Section 15.17.050 (D)(1-3): Certificate of Completion to include the following attachments: • Certification by either the signer of the landscape design plan, the signer of the irrigation design plan, or the licensed landscape contractor that the landscape project has been installed per the approved landscape water use efficiency standards. • Irrigation Schedule — shall be regulated by automatic irrigation controllers, applied water should be the ETWU. • Landscape and Irrigation Maintenance Schedule - including routine inspection, adjustment and repair of irrigation system, fertilizing, pruning, weeding, etc. • Landscape Irrigation Audit conducted by a certified landscape irrigation auditor. Landscape audits shall not be conducted by the person who designed the landscape or installed the landscape. Audit reports shall meet the criteria listed in Section 15.70.050 (D)(2)(c). FIRE PREVENTION BUREAU 91. Where fire apparatus access roads or a water supply for fire protection are required to be installed, such protection shall be installed and made serviceable prior to and during the time of construction except when approved alternative methods of protection are provided. Temporary street signs shall be installed at each street intersection where construction of new roadways allows passage by vehicles in accordance with Section 505.2. CFC 501.4 92. Pursuant to California Fire Code Appendix D105.3, plans submitted for purposes of construction shall relocate street lights and obstructive landscaping adjacent to aerial apparatus access areas identified on the proposed plans, subject to Fire Marshal review and approval. 9-1-15 ATTACHMENT 9 EXHIBIT l 93. Where a fire hydrant is located on a fire apparatus access road, the minimum road width shall be 26 feet (7925 mm), exclusive of shoulders. Any request for alternative compliance must be presented by the applicant and approval is at the discretion of the Fire Marshal. CFC D103.1 94. Approved fire apparatus access roads shall be provided for every facility, building or portion of a building hereafter constructed or moved into or within the jurisdiction. The fire apparatus access road shall comply with the requirements of this section and shall extend to within 150 feet (45 720 mm) of all portions of the facility and all portions of the exterior walls of the first story of the building as measured by an approved route around the exterior of the building or facility. CFC 503. 1.1 Plans submitted for approval appear to meet this requirement without further modification. 95. Developments of one- and two-family dwellings where the number of dwelling units where the number of dwelling units exceeds thirty (30) shall be provided with two (2) separate and approved fire apparatus access roads. CFC D107.1 Plans submitted for approval appear to meet this requirement without further modification. 96. Turning radius. The required turning radius of a fire apparatus access road shall be determined by the fire code official. CFC 503.2.4 97. Where the vertical distance between the grade plane and the highest roof surface exceeds 30 feet (9144 mm), approved aerial fire apparatus access roads shall be provided. For purposes of this section, the highest roof surface shall be determined by measurement to the eave of a pitched roof, the intersection of the roof to the exterior wall, or the top of parapet walls, whichever is greater. Any request for alternative compliance must be presented by the applicant and approval is at the discretion of the Fire Marshal. CFC D105.1 98. Aerial fire apparatus access roads shall have a minimum unobstructed width of 26 feet (7925 mm), exclusive of shoulders, in the immediate vicinity of the building or portion thereof. Any request for alternative compliance must be presented by the applicant and approval is at the discretion of the Fire Marshal. CFC D105.2 99. Where required by the fire code official, approved signs or other approved notices or markings that include the words NO PARKING — FIRE LANE in accordance with the California Vehicle Code, shall be provided for fire apparatus access roads to identify such roads or prohibit the obstruction thereof. The means by which fire lanes are designated shall be maintained in a clean and legible condition at all times and be replaced or repaired when necessary to provide adequate visibility. PMC 17.20 503.3 100. Approved automatic sprinkler systems in new buildings and structures shall be provided in the locations described in Sections 903.2.1 through 903.2.20. Approved automatic sprinkler systems in existing buildings and structures shall be provided in locations described in Section 903.6. PMC 17.20 903.2 101. An automatic sprinkler system installed in accordance with Section 903.3.1.3 shall be permitted in Group R-3 occupancies and shall be provided throughout all one- and two-family dwellings regardless of square footage in accordance with the California Residential Code. An automatic sprinkler system shall be installed in all mobile homes, manufactured homes and multi-farnily manufactured homes with two or more dwelling units in accordance with Title 25 of the California Code of Regulations. PMC 17.20 903.2.8.1 9-1-16 ATTACHMENT 9 EXHIBIT l • The fire sprinkler system requires approved plans and permit from the Fire Prevention Bureau prior to work commencing. The owner/contractor shall submit a permit application with three (3) sets of plans, cuts sheets and calculations. This system shall comply with NFPA-13D (single family dwellings). 102. New and existing buildings shall be provided with approved illuminated or other approved means of address identification. The address identification shall be legible and placed in a position that is visible from the street or road fronting the property. Address identification characters shall contrast with their background. Address numbers shall be Arabic numerals or alphabetic letters. Numbers shall not be spelled out. Character size and stroke shall be in accordance with Section 505.1.1 through 505.1.2. Where required by the fire code official, address identification shall be provided in additional approved locations to facilitate emergency response in accordance with this code and Section 505.1.3. Where access is by means of a private road and the building cannot be viewed from the public way or when determined by the fire code official, a monument, pole, or other approved sign or means shall be used to identify the structure. Address identification shall be maintained PMC 17.20 505.1 103. Numbers for one and two-family dwellings shall be not less than four inches (4") (101.6 mm) high with a minimum stroke width of 0.5 inches (12.7 mm).PMC 17.20 505. 1.1 9-1-17 1ym 9 January 23, 2020 Mr. Todd Kurtin Lomas -Corona Station, LLC 13848 Weddington Street Sherman Oaks, CA 91401 Pedestrian Crossing on North McDowell Boulevard Dear Mr. Kurtin; As requested, we have reviewed the potential need for a crosswalk supplemented by overhead rectangular rapid flashing beacons (RRFBs) and a pedestrian refuge island on North McDowell Boulevard at Michael Drive. It is understood that the Pedestrian and Bicycle Advisory Committee of Petaluma requested the installation, and it was therefore included in the draft Conditions of Approval for the Corona Station project. The purpose of the crossing is to connect the mobile home park on the west side of North McDowell Boulevard to the future SMART (Sonoma - Marin Area Rapid Transit) station, the Multi -Use Path (MUP) connecting to the future station, as well as the northbound transit stop on North McDowell Boulevard about 300 feet south of Corona Road. This ADA -compliant pedestrian crossing is also referenced in the City of Petaluma Station Area Master Plan (SAMP) as a future access and connectivity component of the Corona SMART station area development. Setting North McDowell Boulevard is a five -lane arterial street that traverses the east side of the City of Petaluma, connecting Lakeville Highway to the south to Old Redwood Highway to the north. In the vicinity of the project site it has a posted speed limit of 40 mph. There are continuous sidewalks on the both sides of North McDowell Boulevard in the area south of Corona Road. The signalized intersection of North McDowell Boulevard/Corona Road has crosswalks supplemented with pedestrian phases on all four legs. When the SAMP was prepared in June 2013, the project site was envisioned to be a parking lot for the adjacent SMART rail station. Connectivity between Michael Drive was desired to allow residents direct access to the rail station via the planned parking lot. However, the current plan includes housing on much of this site with a smaller parking lot adjacent to Corona Road, and there would be no direct connection from the site to the SMART platform until such time as the MUP is constructed. Pedestrian Access Upon completion of the Corona Station project, the remainder of the currently vacant parcel on the northeast side of the intersection of North McDowell Boulevard/Corona Road would be fully developed with housing. While access between the proposed housing development and the planned Multi -Use Path is proposed, to gain access to the proposed SMART station residents will need to walk along the MUP toward Corona Road where to get access to the SMART station. The proposed crossing would be located about 950 feet south of the signalized intersection at North McDowell Boulevard/Corona Road. Because residents of the mobile home park would still need to travel almost to Corona Road to get into the station, crossing at Michael Drive versus North McDowell Boulevard would result in nominal reduction in the walking distance to the SMART station. It is noted that it is unknown if there would be substantial demand for such a crossing, especially during peak periods, from a community comprised primarily of retirees. Residents of the mobile home park would be more likely to walk to the nearby transit stop, and for this trip the proposed crossing would reduce walking distance by about 600 feet. However, a review of the warrants for crossing treatments based on methodologies included in Improving Pedestrian Safety at Unsignalized Crossings, 10-1 Mr. Todd Kurtin Page 2 January 23, 2020 National Cooperative Highway Research Program (NCHRP) Report 562, Transportation Research Board, 2006, indicates that for volumes of less than twenty pedestrians per hour, only traffic calming devices such as refuge islands or curb extensions would be warranted; active devices such as RRFBs or HAWKS are not warranted for this nominal level of use. Based on the count data obtained at North McDowell Boulevard/Corona Road, there were no pedestrians crossing North McDowell Boulevard during the morning peak hour and only two during the evening peak hour. It seems reasonable to assume that the site would generate fewer than twenty pedestrian crossings during peak periods, and probably fewer than ten pedestrian crossings, and during off-peak periods higher volumes would be needed to warrant an active warning device. Consideration was also given to pedestrians wishing to use the MUP, once finished, to walk for recreational reasons. While the proposed crossing would allow access to the MUP closer to the mobile home park if walking toward the north, for trips toward the south it would be closer to walk south on North McDowell Boulevard to where the MUP will cross the road. Due to the proximity of the signalized intersection of North McDowell Boulevard/Corona Road, drivers would be unlikely to expect an additional crossing so close to the traffic signal, which could lead to compliance issues and potential safety concerns about the proposed crossing. Experience with other locations where pedestrian crossings of high-volume, high-speed streets indicates that while the RRFBs improve driver awareness of pedestrians crossing, there are still safety concerns due to following drivers changing lanes rather than stopping when the vehicle in front of them slows for a pedestrian the following driver cannot see. A similar installation in the Town of Windsor was removed after pedestrians were struck on two separate occasions. Conclusions and Recommendations • Based on a review of the crossing facilities and likely paths of travel, it appears that a crossing at Michael Drive would provide limited benefit in terms of reducing the walking distance from the mobile home park to the SMART station or MUP. • While a crosswalk at Michael Drive would shorten the walking distance to the transit stop on northbound North McDowell Boulevard, the minimal numbers of pedestrian crossings that would reasonably be expected are insufficient to warrant an active warning device such as RRFBs or a HAWK. • Given the speed and volume of traffic on North McDowell Boulevard, there are potential safety concerns associated with an uncontrolled crossing, even supplemented with flashing beacons. • Because the limited benefit of a crossing at Michael Drive is outweighed by the potential negative safety implications, installation of this crossing is not recommended. Please call if you have any questions. Sincerely, W400,'L jO/-(OrU* QVVESS/p�y�, Allison Jaromin, EIT Assistant Enginee C038942 Dalene J. Whi k, PE, PTOE Senior Principal ,q G1VlL p � OF CAt�l�ti� DJW/acj/PET213.L1 Mew, 5.B - Document Received After Agenda Distribution Cooper, Claire Subject: Corona Station Development Attachments: IMG 0021.JPG From: tonya parnak Sent: Monday, January 27, 2020 8:28 AM To: Mayor Teresa Barrett<teresa4petaluma=gmail.com@vrmailer3.com>; McDonnell, Kevin <kmcdonnell@cityofpetaluma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetal uma.org>; Healy, Mike <mhealy@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Flynn, Peggy <PFlynn@cityofpetaluma.org> Cc: -- City Clerk <CityClerk@cityofpetaluma.org> Subject: Corona Station Development "K.',:G �':,,.b'.•.�, •,, ��,,�'i,'�s:;�:, .,.v.,�,'�:` ,-:..fit, �q', .,.` ,., .II :,.'• L.'. 'S11; `rl '�,�, rd l-"!:,.'�, �� : ��Y'u° i1.1:,r, ".j I'r ,,.^ - ,., iY'lrl if• rl u, ,t'. " -. I- a, !L. ,� ,'i '.I L" :i:u `r'^,i !�! ',:�1, -� `.�.,Il reit :: ',,t�:ri} °� '..r'.I ,;-•. l ,,,..._! �;';,! r t,, ,, ,,.! _>, r'�: http://ww«-3.NN-eforum.orL/docs/V'EF Global Risk Report 2020.pdf) ,'lu`•: p^!.,s.'. �;, .•,,i), �. ,; `�' .! lil:, r� •Y u,. `. ::_` _�: :I, " •. 'I II •It I,}1 i•.'1;�, .,, •lu t1:.1 -li ,f.il (�,.'i 9,, " ., t" .� Y I.. .^t' :Y'!' nli:�;�}^ i 71-�.ir:, :7': ��' Cit. ;, •'. rl; i-,- .:.+_„-, '.t. '1� I:',�•�. -r `•, '. �".,'ail l^',�;-t °ric� `i P It'I ': :,. ... �.r 'au,' .. �l,ii Int:.' �. i, l_ ^ -.-. ''ice `., .':` �I�. `.-in4 ;.9i 'il. :.tl;i r �:. .� C-11^ ,. ,x��,6 tt;, �i_,I 'Y I" �l '.I ,�'' .-,,, ll}I',. ?�}, •a � .I , i; (' -:; '_ C P;L„I C l:'' ii` t', ",`, ° i iii . ; i:.i r'' •i l r: r +' .. i' I,'i ^; :! Transit Oriented Development, i.. ivh. ',rt:` News: On Tuesday, January- 14th, Santa Rosa adopted a Climate Emergency- Resolution. The Resolution also set a target of zero GHG emissions by 2030, commits to tracking progress toward that goal, and publicizes that progress at least every two years. 1 a a .r"-iiA� 'I°Jq¢ ,.., .h�a, .lq��, I'�tl �ava _I.0"��"��.&'',:'�d A. �; � .I :, ., , ^ lt!� .i 9.i,: 'i'• I its, it'iti ,t 111 r^.'r `, ., ^,r " ,. Yit.• t •� I- ;, :'.'•^tl �'".: { I�-li• °� � `- �,.. ^ � .ili'I, , ..., ,Y ,r', (l..ud '.i^- .i ^', 1- -.. t'lllh;,. ^tl` 'i'," ils Il iu , .. h , .I'', -r -t IS- I'--"',I`-(":� ,-.": r: C^,�-i r•j'r ' , ,I L l ` .,.` ,., .II :,.'• L.'. 'S11; `rl '�,�, rd l-"!:,.'�, �� : ��Y'u° i1.1:,r, ".j I'r ,,.^ - ,., iY'lrl if• rl u, ,t'. " -. I- a, !L. ,� ,'i '.I L" :i:u `r'^,i !�! ',:�1, -� `.�.,Il reit :: ',,t�:ri} °� '..r'.I ,;-•. l ,,,..._! �;';,! r t,, ,, ,,.! _>, r'�: http://ww«-3.NN-eforum.orL/docs/V'EF Global Risk Report 2020.pdf) ,'lu`•: p^!.,s.'. �;, .•,,i), �. ,; `�' .! lil:, r� •Y u,. `. ::_` _�: :I, " •. 'I II •It I,}1 i•.'1;�, .,, •lu t1:.1 -li ,f.il (�,.'i 9,, " ., t" .� Y I.. .^t' :Y'!' nli:�;�}^ i 71-�.ir:, :7': ��' Cit. ;, •'. rl; i-,- .:.+_„-, '.t. '1� I:',�•�. -r `•, '. �".,'ail l^',�;-t °ric� `i P It'I ': :,. ... �.r 'au,' .. �l,ii Int:.' �. i, l_ ^ -.-. ''ice `., .':` �I�. `.-in4 ;.9i 'il. :.tl;i r �:. .� C-11^ ,. ,x��,6 tt;, �i_,I 'Y I" �l '.I ,�'' .-,,, ll}I',. ?�}, •a � .I , i; (' -:; '_ C P;L„I C l:'' ii` t', ",`, ° i iii . ; i:.i r'' •i l r: r +' .. i' I,'i ^; :! Transit Oriented Development, i.. ivh. ',rt:` News: On Tuesday, January- 14th, Santa Rosa adopted a Climate Emergency- Resolution. The Resolution also set a target of zero GHG emissions by 2030, commits to tracking progress toward that goal, and publicizes that progress at least every two years. 1 V ^., ;,, All kw,* W-m� %0 vw.db 40 Kai, kw IA,kobr �',,�, �+*��' " �s r4^�r � e`� � �Y�� mmd��'Hwr�ik91'��r "000,00widbe tool w Hip 5.B - Document Received After Agenda Distribution 'xI ICE g': `�ii\r,@ Yv ' •�"t w rw"w{ (,pal [ �' '. . w ° �ygv January 24, 2020 Mayor Theresa Barrett Petaluma City Council I I English St. Petaluma, CA 94952 VIA EMAIL Dear Mayor Barrett and City Council RE: Agenda Item #5.B - Corona Station Residential Project – Deny Appeal Dear Mayor Barrett and City Council, Greenbelt Alliance is writing to urge you to deny the appeal of the Planning Commission's denial of the Corona Station Residential Project as proposed. At issue is whether a prime development site adjoining the future Corona SMART station should be developed with mostly single-family, two -car garage houses instead of a more innovative mix of housing types that will likely better serve the community into the next century. We align with the Planning Commissioners and the community who are concerned with this proposal since it is the perfect location for transit -oriented development with a range of apartments sizes and low parking ratios. In Petaluma and around the Bay Area and beyond, one of the smartest choices we can make is to transform lands and parking lots around our transit stations into thriving neighborhoods with homes for residents across the income spectrum. This helps tackle the housing affordability crisis, increases transit ridership, and cuts our bone - crunching traffic. It also reduces sprawl pressure, ensuring residents can afford to live near transit and jobs rather than being forced to search for housing at the edges of the region. Greenbelt Alliance was instrumental in BART adopting an affordable housing policy for its properties —one of the largest landowners of sites for potential transit -oriented development in the Bay Area—that requires that 20% of all new homes developed on BART land must be affordable to low-income households. The BART policy applies on a station -by -station basis, allowing flexibility to include affordable homes in a variety of configurations. And to encourage development that exceeds the 20% requirement, greater weight will be given to development proposals that include more affordable homes or deeper affordability. P N "%mK .. .... ^..':*P :PNX�"t. "."" A""' .."n"A6„A.," nwn:dSnw-'^,w,.. ""dwC' "SA.Mrt, n.Aw"w�.,a`.�h.1d. u4XG. .8n ."'A ... .. ^".�.N.'T.' ' „�w. a�. "..W* w"M, ar. ......"ruryWk'"."a�'.. .'",ed�`. .wwT. sz. .•:..,, .a ,, o- �, M14, Perhaps to set a clear pathway forward, the city of Petaluma and other cities along the SMART line can partner to come up with a similar policy that will reduce future controversy and conflict about Transit -Oriented Development in the future. For new, please urge the developer to come back with the type of development that the city and the community can embrace and deny the appeal. Sincerely yours, Teri Shore Regional Director, North Bay tshore@greenbelt.or 5.B - Document Received After Agenda Distribution From: Amber Szoboszlai Sent: Sunday, January 26, 2020 6:06 PM To: Flynn, Peggy <pflynn@cityofpetaluma.org>; Petnic, Gina <GPETNIC@cityofpetaluma.org>; Patrick Carter <pcarter@cityofpetaluma.org>; Heather Hines <hhines@m-group.us>; Barrett,Teresa <tbarrett@cityofpetal uma.org> Subject: SB50, development at Corona, and NBOP's views on tenants and affordability Dear Peggy, Gina, Patrick, Teresa and Heather, I'll try to keep this brief! As you know, we have 2 items on the Jan 27th agenda related to transit oriented development (TOD). 1 wanted to share the perspective of the North Bay Organizing Project, who is a major representative of renters in Sonoma County, and who also works on issues affecting vulnerable communities. First: Here is the letter NBOP signed onto in opposition to SB50 (https://docs.google.com/document/d/lGgXl4Nr)a2RiKAisrTaoh2mlDH814YIbtwNkDdMehBzw/edit). It speaks to issues of displacement of marginalized communities when affordability is not properly accounted for during TOD projects, or in other words, gentrification. I recommend to amend the SB50 letter that was proposed to City Council to include a renter perspective because this is more than just an issue of local control. That it's not included in the existing version indicates that the needs of renters are being overlooked in the city's planning around TOD. Please let me know if you have any questions about this perspective. Second, I wanted to express concern about the proposed development at Corona Station because it does not adequately hold space for enough affordable housing in this area to ensure that renters and low income folks will not be displaced as this site gets further developed. If we simply provide the required inclusionary affordable housing near transit development, we will get a majority of properties that are the type of market-driven development that favors wealthy people, as is the case with the current project. The irony is that when we lead with the needs of low income folks, we have better climate outcomes. For example, wealthy people are more likely to drive than use transit. Much of the controversy around this development rides on the climate -friendly nature of SMART, but we're not holding space for those who could benefit from it the most if they could afford to live near it. Folks who, given the opportunity to spend less on rent, might actually be able to afford to ride the train. It is well-established that allowing TOD without holding adequate space for very low income people will lead to displacement in these areas. I've attached a pdf on SB375 that characterizes the issues around race and economic displacement during TOD. I hope that we can find a time to meet soon to discuss how to make affordability for those who are very low income a priority in Petaluma's planning. Kindly, Amber Amber Szoboszlai Pronouns: she/her/hers rovefty & Race Vol. 23, No. 2014 Disadvantaged Comm u nit"Ies Teach Regional Planners.:Lesson"inEquitabledSustainable California's Senate Bill 375 (SB 375) tasks the state's metropolitan planning organizations with reducing greenhouse gas (GHG) emissions by better coordinating land -use planning and regional transportation invest- ments. In this article, we describe how San Francisco Bay Area advocates for affordable housing, public transit, pub- lic health and other social equity out- comes came together to show that a more equitable plan is better for the climate and for low-income commu- nities. Advocates were motivated, in part, by the opportunities and risks associ- ated with one of SB 375's primary policy tools for achieving GHG reduc- tions—transit-oriented development (TOD).TOD theory holds that infill development linking high-density housing, jobs and high-quality transit will increase accessibility, shorten trip distances and encourage more travel- ers to ride transit, walk and bike. If theory is borne out in practice, this will mean reducing vehicle miles trav- eled (VT) and therefore GHGs. De- cisively shifting housing and popula- tion growth toward TODs, however, can mean gentrification as housing values skyrocket in low-income com- munities of color. At the same time, TOD strategies that direct growth to denser urban areas can fuel the exclu- sion of low-income families from high -opportunity suburbs by provid- ing an environmental justification for exclusionary zoning practices. Richard A. Marcantonio (rtnarc antotiio@Pitblicadvocates. org) is Managing Attorney, Public Advocates Inc., San Francisco. Alex Kanter (alex.karner@gniail. cote) is a Postdoctoral Research Fel- low, Global Institute of Sustainability, Arizona State University. Economic displacement in the San Francisco Bay Area's transit -connected urban communities is already at high levels, and the risk that a long-term regional plan for concentrated devel- opment could dramatically fuel dis- placement while encouraging suburban exclusion was not lost on community residents. In fact, the risk of unleash- ing "urban renewal 2.0" in their neigh- borhoods helped draw community or- ganizing and policy advocacy groups with a focus on social, racial and en- vironmental justice into a complex three-year, nine -county planning pro- cess to implement SB 375. Community groups were drawn in not only by these risks, but also the promise of SB 375: If reducing GHGs meant undoing one of the effects of white flight—sprawl—then their region might also reverse the neglect and racialized exclusion of urban core com- munities that decades of suburban -fo- cused policy and investment left in its wake. A social justice vision of a plan for the region's future could include policy and investment that helps people stay and thrive in their communities by building affordable housing, put- ting more local bus service on the street, and promoting the health of its residents, while also promoting fair housing opportunities in suburban job centers. For community activists and their partners, this social justice vision served both as a campaign roadmap and a coalition structure. The social jus- tice coalition that would carry that vi- sion was born in mid -2010. Bringing together the goals of winning better local transit, more affordable housing, investment without displacement, healthy communities and quality jobs, this formation was known simply as the 6 Wins Network. The sixth "win" expressed their hope that, as they en- gaged in this campaign, low-income communities and communities of color across the region would build collec- tive power and voice. By the time the process ended in the adoption of a regional plan by the Metropolitan Transportation Commis- sion (MTC) and the Association of Bay Area Governments (ABAG), the 6 Wins Network had demonstrated that a community -developed plan that leads with the critical needs of disadvantaged communities can better meet the goals and aspirations of the entire region. Their plan, the "Equity, Environment and Jobs" (EEJ) alternative, held out the promise not only of delivering much-needed benefits to vulnerable communities, but also of reducing GHG emissions and environmental toxics more than the agencies' pro- posed plan. That confluence of envi- ronmental and public health values with social justice values helped spur unexpected levels of support for the EEJ alternative among members of the agencies' policy boards. In the course of engaging in this campaign, the 6 Wins Network has raised important concerns about the equity implications associated with SB 375 implementa- tion and transit -oriented development more broadly. (Please turn to page 6) (DEVELOPMENT: Coat. fi-®ar page 5) pant displacement and insufficient af- fordable housing, all with conse- quences for public health disparities. Public Transit Inequities The Bay Area is home to dozens of independent transit operators which cater to specific demographics. Alameda -Contra Costa Transit (AC Transit), for example, operates local bus service mostly used by people of color and low-income people in the East Bay. Caltrain, on the other hand, operates commuter rail connecting Silicon Valley and San Francisco and carries relatively wealthier and whiter passengers. MTC enjoys some discre- tion in allocating funds between the region's transit agencies. A 2005 class action lawsuit, Darensburg v. Metro- politan Transportation Commission, alleged that TC's regional transit expansion plan that invested substan- tial sums in regional rail while short- changing local bus service violated state and federal civil rights law. Plaintiffs claimed that TC's facially neutral funding policies discriminated against people of color, who comprise 80% of AC Transit's bus riders. Bay Area equity advocates have also challenged individual projects on civil rights grounds. A 2009 administrative Title VI complaint filed with the Fed- eral Transit Administration alleged that a proposed Oakland Airport Connec- tor project proposed by Bay Area Rapid Transit (BART)—a rail extension that would link East Oakland to the nearby airport - would not benefit the com- munities of color through which it passed. That complaint led FTA to re- voke $70 million that MTC had pro- grammed for the project. In the absence of more comprehen- sive reform, however, the performance of AC Transit has recently suffered. According to the National Transit Da- tabase, AC Transit's busses traveled 8 % fewer miles in 2011 than in 2008. Over the same period, ridership de- clined by 12% while the average fare paid per trip increased by 11 %. Trans- portation planners refer to this pattern as a "vicious cycle" in which decreased ridership leads to service cuts and fare increases, leading to further drops in ridership. This cycle was poised to con- tinue, to the detriment of the region's low-income and people of color popu- lations that rely on local bus service to meet their essential needs. Affordable Housing andDisplace- ment The Bay Area's wealthiest suburbs have long successfully excluded low- income people of color. For example, the Bay Area county with the highest median income, Marin, is 80% non - Hispanic white, compared to just 52 % in the region overall. In the South Bay, a significant number of the jobs on which the economic engine of Silicon Valley depends pay low wages but at - Displacement pressures continue fordable housing is generally lacking; for instance, 40 % of those expected to be employed at Facebook's new head- quarters in Menlo Park, where the median home value is over $1 million, will be low-wage workers. The struggle for affordable housing in sub- urban communities of opportunity like Menlo Park has always been difficult. For example, protracted litigation was necessary to put an end to the City of Pleasanton's "housing cap," requiring it to zone land for higher -density multi- family housing. Research has shown that the pursuit of otherwise laudable environmental goals can dramatically affect neighbor- hood demographics. Investments in public transit have been associated with increasing property values, neighbor- hood income, educational attainment and decreasing proportions of people of color. Not only do these changes bode ill for existing low-income resi- dents, whom they tend to price out, they also work against robust transit ridership and reductions in GHG emis- sions, as wealthier newcomers are less likely to use transit than those they dis- place. Of particular concern in the re- gional planning process was the indi- cation early on that "priority develop- ment areas"—identified voluntarily by cities as prime locations for high-qual- ity transit—would receive the lion's share of planned new housing growth. Not surprisingly, the existing residents of those areas, who would be placed at a high risk of displacement, were over- whelmingly low-income families of color. Recent demographic trends in the Bay Area depict the very real phenom- enon of economic displacement. Fig- ures from the decennial US Census show that cities with historically large proportions of African-American resi- dents lost significant numbers of black residents from 2000 to 2010. Both Richmond and Oakland saw their total black population decline by 23 %, while East Palo Alto had 31 % fewer black residents in 2010 than it did in 2000. Over the same time period, many outer -ring suburban and exurban cit- ies saw their number of black residents grow at high rates, including Antioch (100%), Tracy (91 %) and Stockton (30%). The trend that sees many lower-in- come families, especially African- American families, pushed out to the region's exurban fringes is particularly troubling in light of the difficulties they face in those places, which have been hard hit by the foreclosure crisis and offer tittle economic opportunity. Public Health Geographic location and socioeco- nomic status have long been known to influence health outcomes. Movements for health equity regard differences in health outcomes based on income, race and residential location as both avoid- able and unfair. Inequities are perva- sive. The gap in life expectancy be- tween African-American and white residents in Alameda County is wid- ening, even as both groups see im- provements in overall longevity. Ef- forts to plan for more climate -friendly cities in California intersect crucially with public health and health equity in the areas of air quality and physical activity. One cause of health inequities is dif- ferential exposure to air pollution. Al- though overall regional air quality in the Bay Area has improved substan- tially over the past two decades, re- cent research has highlighted the im- portance of heavily traveled roadways as emissions sources. In California, poor school -aged children of color dis- proportionately reside near these air pollution hotspots, suffering from at- tendant health problems, including high rates of emergency hospital visits due to asthma attacks. SB 375 again offers an opportunity to undo the patterns that led to health inequity. Ensuring access to high-qual- ity transit and walking and bicycling infrastructure across the Bay Area can facilitate physical activity, reducing the incidence of diabetes, depression and some types of heart disease. Reducing automobile trips can improve air qual- ity near roads, ensuring that the region's most vulnerable residents can breathe easier. In the Spring of 2010, as MTC and ABAG geared up their planning pro- cess, community groups across the nine -county region saw the potential perils and opportunities that SB 375 posed for low-income families of color. These varied groups also recog- nized the daunting nature of the chal- lenge they faced. Disadvantaged com- munities had struggled, to little avail, to have their needs recognized in past regional transportation planning cycles, as documented by Prof. Thomas Sanchez and others. Like most metro- politan planning organizations nation- ally, the regional agencies charged with adopting a plan were dominated by suburban votes that under -represented minority residents. In that context, policy advocates came together with community groups to create a regional policy and invest- ment platform that would put the needs of disadvantaged communities first. At an October 2010 retreat, some 40 par- ticipants launched the 6 Wins Network, and the campaign began in earnest. The Network developed a framework both for an initial, community -centered agenda for the complex SB 375 plan- ning process, and for a structure in which coalitions working in different issue silos could come together as a unified regional equity formation. A great deal of time was spent sim- ply keeping up with the numerous pub- lic meetings at each stage of the agen- cies' process. For instance, the 6 Wins Network asked the agencies to conduct a assessment and prioritization of trans- portation and related needs at the out- set of the planning process; won the inclusion of plan performance mea- sures around displacement and hous- ing -plus -transportation cost burden early on; succeeded in eliminating poor -performing "legacy" projects from the plan; and prevailed on the agencies to conduct equity analyses on an ongoing basis, rather than only at the end. The Network also demon- strated, with data showing large num- bers of in -commuting low-wage work- ers, that many cities—typically, sub- urban connnunities of opportunity— needed far more housing growth than they were volunteering for. While keeping its eye on the public process, the 6 Wins Network made it a priority to move forward its internal deliberations over the particular out- comes it would seek. Discussions about specific priorities first worked their way through issue -silo working groups organized around individual "wins," with policy advocates and community members at the table together. These meetings were followed by a series of discussions at which the 6 Wins Net- work came together across issue silos to see if it would be possible to reach consensus on key outcomes.. Months of deliberation paid off, and just in time. In June 2011, when the agencies released five staff -devel- oped alternative regional plans, the 6 Wins Network immediately issued its EEJ alternative. The EEJ was designed to protect families in disadvantaged communities by providing improved local transit service, affordable homes near jobs (especially in high -opportu- nity suburbs), and protections from rampant displacement pressures in the urban core. The EEJ proposed to achieve displacement protection by re- quiring local governments to produce affordable housing and to put effec- tive community -stabilization measures in place, as conditions for receiving a share of regional infrastructure fund- ing. The introduction of a community - developed scenario immediately sparked intense debate at the agencies, bringing the needs of disadvantaged communities to the fore in a planning process that had mostly sidelined them. At first, the agencies refused to ana- lyze the EEJ alternative against those developed by staff, and their final "preferred alternative" included no el- ements from the 6 Wins Network plan. Ongoing 6 Wins Network advo- cacy, including analyses, comment letters, one-on-one outreach with elected officials, and mobilizing com- munity members to attend important meetings, led the agencies to analyze the EEJ as one of the alternatives in the required environmental review of the plan. That March 2013 environmental impact report concluded that the EEJ was the "environmentally superior al- ternative." More than that, it con- cluded that the EEJ outperformed the "preferred alternative" substantially on a wide range of performance mea- sures, including those relating to air quality, public health and transporta- tion system effectiveness. For instance, MTC and ABAG found that the EEJ would result in 83,500 fewer cars on the roads and 165,000 more people riding transit each day than the pre- ferred alternative. They also found that the EEJ would place 15,800 fewer families at risk of displacement. The community plan, by leading with equity, produced a better future for the entire region, and the agencies' own demonstration of its superiority had a big impact in the final weeks of the three-year planning process. By the close of the public comment period, the agencies had heard more than 40 organizations—including groups focus- ing on public health, the environment, business and good government—call for the incorporation of key elements (Please turn to page 12) Poverty & Race 0 Vol. 23, No. 1 0 Januar7,/February 2014 0 7 (HUMAN RIGHTS: Cont. fivin Page 11) (2012), the Center for Constitutional Rights alleged that "prolonged solitary confinement violates Eighth Amend- ment prohibitions against cruel and unusual punishment, and that the ab- sence of meaningful review for SHU [Pelican Bay's Security Housing Unit] placement violates the prisoners' right to due process." In addition, and as a consequence of the Supreme Court's failure to significantly curb the use of solitary confinement in the past, U.S.- based organizations are increasingly referring to international human rights laws to mount pressure on the admin- istration. At a first-ever hearing on solitary confinement in the Americas in March 2013 the ACLU called on the Inter -American Commission on Human Rights (IACR) to investigate the practice of solitary confinement in the United States, calling it "an ex- treme form of punishment." In a re- action to the grievances of prisoners at Pelican Bay State Prison, the United Nations Special Rapporteur on torture, Juan E. Mendez, released a statement, arguing that solitary confinement in many cases amounts to torture, urg- ing the U.S. Government "to adopt concrete measures to eliminate the use of prolonged or indefinite solitary con- finement under all circumstances, in- cluding an absolute ban of solitary confinement of any duration for juve- niles, persons with psychosocial dis- abilities or other disabilities or health conditions, pregnant women, women with infants and breastfeeding moth - (DEVELOPMENT: Cont. fi-onr Page 7) of the EEJ scenario into the final plan. The 6 Wins Network demonstrated that a regional plan that leads with the needs of disadvantaged communities can better promote the general welfare. In doing so, the Network also won some tangible victories. For one, the agencies adopted a regional One Bay Area Grant (OBAG) program that con- ditions grants to local jurisdictions for planning activities and infrastructure on the completion of state -certified af- Z PRRAC te We are pleased to welcome Rachel Gosil to PRRAC's Board of Directors. She is a law profes- sor at Seton Hall Law School, with research interests in civil rights, housing, education, and environ- mental justice. Professor Godsil is also the co-founder and research director for the American Values Institute, a national consortium of social scientists, advocates and law professors focusing on the role of implicit bias in law and policy. ety Foundations as a Sen workingon of policy issues in U.S. Programs. • # i ers as well as those serving a life sen- tence and prisoners on death row." Culling data from civil and human rights organizations, the US Human Rights Network's report seeks to pro- vide a snapshot of human rights in America by looking at the connections and intersections between various poli- cies, particularly at the crossroads of individuals' various identities. For example, housing and segregation can have a direct bearing on the quality of fordable housing plans. Moreover, at the final hearing be- fore the Plan's adoption, the 6 Wins Network achieved three eleventh -hour amendments that hold out the promise of real change in the future. Among them are a commitment to adopt a strategy to fund improved levels of transit service, the integration of anti - displacement protections into the OBAG program, and the allocation of $3 billion in anticipated "cap and trade" revenues in the region, with at least 25 % to be spent to benefit disad- 12 0 Povertv & Race 9 ,, ,. 2014 year stint at the NAACP Legal De- fense Fund, where he served as Di- rector of the Education Practice Group for the past four years. •• r The New York Times, the Black R r the Civil Rights Movement * The Society of teachers has honored former PRRAC Board member Florence Gil - education an individual receives, which further impacts the job opportunities, earnings and housing they can afford, and ultimately translates into a vicious cycle that can span generations. The coming together of educational insti- tutions and the criminal justice system through so-called school -to -prison pipelines adds another layer that is addressed in the report. Highlighting these particular issues from a human rights point of view can have an im- pact on their resolution at the local level. ❑ vantaged communities. The fight is far from over. Displace- ment pressures continue to mount as the housing share allocated to many suburban job centers falls far short of the real need. Yet the 6 Wins Network proved that a multi -issue, region -wide coalition could successfully change the discourse and priorities of a regional planning process, and bring legitimacy to community concerns and solutions.-) 5.B - Document Received After Agenda Distribution Cooper, Claire From: Pete Gang Sent: Sunday, January 26, 2020 2:08 PM To: Barrett,Teresa; King, Dave; Fischer, D'Lynda; Healy, Mike; Kearney, Gabe; McDonnell, Kevin; Miller, Kathy Cc: -- City Clerk; Matt Brown Subject: Corona Station Proposal ---Warning: Use caution before clicking any attachments. THIS EMAIL IS FROM OUTSIDE OUR EMAIL SYSTEM. --- Dear Mayor Barrett, Vice Mayor Fischer, and Petaluma City Council members, I am writing to voice my strong opposition to the Corona Station proposal that is coming before you on appeal on January 27th, 2020. The Corona Station site represents a unique opportunity to build out a vision of Transit Oriented Development (TOD). At a transit stop, we would expect to see buildings three or four stories in height, an inviting mix of housing, retail, office, and community uses, and a "sense of place." Instead, the developer is proudly offering us 110 single-family houses, each with two parking spaces. The proposed project WILL NOT: • build community on the site • increase SMART ridership • increase the diversity of affordable housing • reduce traffic • create a safe streetscape for pedestrians • guide us out of the climate crisis We are being asked to vote on a project that is singularly uninspired, lacking in vision, and inappropriate for our City. Thank you for your consideration, Respectfully, Pete Gang 1 5.B - Document Received After Agenda Distribution Cooper, Claire Subject: Vote NO on Corona From: Julie Souza Sent: Sunday, January 26, 2020 2:26 PM To: -- City Clerk <CityClerk@cityofpetaluma.org> Cc: matt.brown@arguscourier.com Subject: Vote NO on Corona Please vote NO on the Corona Street development. NO MORE TRAFFIC! City infrastructure can not handle more and is already falling apart. NO MORE! vote NO. Julie Souza 5.B - Document Received After Agenda Distribution Cooper, Claire Subject: Please Deny Lomas' Appeal Attachments: Comments_on_Corona_SMART_Station_Dec13_2019.pdf From: Brian Barnacle Sent: Sunday, January 26, 2020 11:56 AM To: Barrett,Teresa <tbarrett@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetal uma.org>; McDonnell, Kevin <kmcdonnell@cityofpetaluma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetaluma.org> Cc: matt.brown@arguscourier.com; Flynn, Peggy <PFlynn@cityofpetaluma.org>; -- City Clerk <CityClerk@cityofpetaluma.org> Subject: Please Deny Lomas' Appeal Dear Mayor Barret and Council Members, Tomorrow night you will make an important decision about the future of East Petaluma. The City and the developer have heard from the community multiple times on this topic that the Corona SMART station should create a sense of place for East Petaluma and help address the challenges caused by years of auto -dependent development. We recognize that this site has many challenges, but great challenges present great opportunity, and great leaders seize moments like this to champion real solutions. The right design can improve safety, create a quality pedestrian experience, provide a diverse mix of housing options, and reduce traffic in the area. Another auto -oriented suburb fueled by a production home mentality will only exacerbate the existing challenges. Please reject Lomas' proposal so we can develop a project that addresses our challenges and benefits our community. In addition to the points made by my fellow community members, the attached memorandum from December 13th and the op-ed I recently authored in the Argus, I want to take this opportunity to highlight some of the larger cultural and process shortcomings I have observed recently. U:°;encyP;ease —You adopted an emergency climate resolution and established a Climate Action Commission (CAC). At the December CAC meeting, land use was the top climate mitigation priority identified by the CAC and the community. So, it should be no surprise that the community, comprised of conservationists, urbanists, housing and environmental justice advocates, people who hate traffic and many others, is and will continue opposing the continuation of a failed land use paradigm. Our consideration of this project is evidence that the City staff, City Council, Planning Commission and community are not in alignment about what a climate emergency entails. For others and me, Council Member McDonnell's support on the planning commission has been deeply troubling. Moreover, hearing the developer say at the January Planning Commission meeting that "council members encouraged him to put the zoning text amendment back in" (thereby allowing detached single-family homes at our train station) is extremely alarming and makes us wonder if you are even serious about our climate emergency. What does an emergency climate resolution even mean if the City Council does not act on the CACs top priority area and keeps approving the same style of auto -oriented development that has been a major contributor to our crisis? This is an emergency and you need to be courageous and champion a new paradigm. 01/ho da you ,,erve — A year ago the developer heard from the community that this project needed to embrace TOD best practices. Now a year later, nothing has changed and the community has been let down by the people we rely on to negotiate on our behalf. But not having an advocate who successfully negotiated with Lomas for modifications that benefit the community and bring the project into compliance with the General Plan is the lesser of our concerns. Some City Council members have actually been encouraging single-family homes, advising the developer along the way and, as we will see tomorrow night, likely making excuses that their hands are tied and we need to get this done. To those of you who are intentionally choosing to look out for the developer's interests instead of implementing our General Plan and negotiating on behalf of your community for a better project: shame on you. The covert advocacy for the developer's interests over the community's highlights just how valuable a $200 campaign contribution can be for a developer who is trying to do business in Petaluma. Priorities 11,,U e,w r:P — The fact that we are considering this auto -oriented project at our train station is a failure of our reactive planning process. Being proactive is more than just a motto. We have limited resources (time, expertise, money) and, if our staff are stretched too thin, our process cuts corners and we have substandard outcomes (like Lomas' proposed project). You set our priorities and are the last line of quality control on our process. Approving this project will not fix our resourcing, systemic or cultural problems. Rejecting it and adopting a proactive strategy focused on clear priorities can ensure superior outcomes for our great town. 1 realize I am being critical and making this sound easy. It is not easy, but it works. Prioritization and being proactive is a best practice that most all experts endorse. I've personally helped multiple cities articulate and augment priorities and, by being proactive, bring in 10s of millions of dollars to advance initiatives like clean energy, affordable housing, resilience, e -buses, etc. I would be happy to meet with any of you and/or give a presentation on my proven process at an upcoming Council meeting. Be proactive and reach out. "'ruyers, ,'Jq rnpiow edurati,."sed — Vibrant, walkable, mixed-use development, located close to transit, and that does not promote the automobile has been embraced by leading planners everywhere because it can reduce traffic, increase tax revenues, improve affordability, and generate many other benefits. For Petaluma, it is also key to preserving the green fields and farms that make Petaluma what it is. I have spoken with some of you and this has been acknowledged in our 1:1 conversations. However, I've also seen firsthand the same council members selling the notion that higher density equals more traffic to residents that do not understand the tenets of Transit Oriented Development (TOD). I have heard council members say that "this is complicated," "the public does not see the bigger picture," and "people should be responsible for educating themselves." I agree people need to take responsibility, but the people opposing this are not ignorant about land use or the typical NIMBY. We see this as a tremendous opportunity for our City and do not want to squander it. We have opposed this suburban design from the start, given productive feedback at every opportunity, and have been ignored without justification. Our lack of support is a result of the City not effectively educating the community about the bigger picture. As a body, you can/should lead the education campaign to build support for change. If you exempt yourself from the role of genuine education about topics like land use best practices, the community will be rightfully skeptical about dark interests and be forced to fill the void you create (potentially without understanding the complete picture). Tomorrow night, you owe the community a clear and cogent explanation of the "bigger picture" that we are missing — and each of you should explain why you do/do not support this project. Klho wiikv,; her, — It is not surprising that as people are hearing about this potential tragedy at Corona, they are upset. The environmental community, environmental justice community, urbanist community, traffic haters, adjacent residents, and many others all want more from this site. If you approve this proposal, the real winner is the developer — an outsider who has ignored our General Plan and community feedback. The losers here are the community. We are your constituents and deserve better. Please take our voice seriously, deny Lomas' appeal, and champion a better project at this site. I hope that you make the right decision on January 27th and we can work together going forward in a more proactive and productive manner. Believe me, 1 would much rather be supporting good projects and educating the community about how TOD can improve our situation than writing opposition articles and rallying the community at the 11th hour. Have a good Sunday. I'll see you tomorrow. Regards, Brian Barnacle Petaluma Resident and Small Business Owner To: City of Petaluma Attn: City Council Members 11 English St Petaluma, CA 94952 RUN! VMS IRIF I! III I III I At the November Planning Commission Meetings, several citizens voiced •I and opposition to the development project proposed by Lomas Properties adjacen'! to Petaluma's second SMART stop. Fortunately, the Planning Commission (Commission) demonstrated leadership and rejected the proposed project. We commend their leadership. This memorandum is an addendum to the Community's public comments shared with the Commission. Our goal is to help the Council establish a forward - thinking design • for this site and • like it so that developers and Staff are in a better position to bring forward projects that incorporate Transit Oriented Development (TOD) best practices. Having clear criteria and a clear understanding of the market to be served is key to finding the right partner. In this case, because the market to be served is poorly defined and the City has not adopted appropriate evaluation criteria for TOD projects, the City is in a poor position to attract such a partner or make a development decision at this time. Frankly, this is a terrible project for the City. It would be incredibly shortsighted to approve the project when we so desperately need long-term vision. In the face of our housing shortage, budget shortfalls, increasing congestion, decaying roads and climate emergency, we residents are relying on you to be bold, encourage density and affordable housing, discourage thk-; automobile, and ensure we are implementing good business practices. Please deny the appeal and suggest to Staff and the developer that the Corona SMART stop adopt TOD best practices and become a destination for East Petaluma. We are available to discuss this memorandum with anyone interested. Thank you for your consideration. mum- R Concerned Citizens III luv-�u 61,0TALT1 INTRODUCTION P] have a small airway between them). The Commission held firm, with five Commissioners supporting a resolution recommending that the City Council not support the project. However, at that meeting, the Vice Mayor asked the Commissioners what their on was and what recommendations they have for the project. The Commissioners offered a few suggestions but not a vision or design guidance. At the December 2, 2019 City Council Meeting, the Vice Mayor provided an updat on the most recent Commission meeting on this project. He cited a "lingering sentiment" from the prior week's criticism that the project had detached single- family homes. We find this characterization to be a significant understatement of the expressed concerns. Rather, the Commission rejected the project because, aside from being near a train station, it lacks any element of TOD. The Planning Commission deliberated on this proposal for almost six hours and reject it due to its myriad shortcomings. I The project we envision seeks to maximize benefits from the Vision Statement• the wall at City Hall's meeting room: sustainability, health and active living, economy, public safety, affordability, and accessibility. With the following recommendations, we seek to help the Council and the Commission advance TO principles and practices in this project - and others that will come. 1. Seek Guidance from TOD Experts Based on project documents and presentations at the November 12, 2019 Commission Meeting, it is not clear that the developer or its planning consultant have experience with TOD. This experience is required to design this important space. If we mess up this project, naysayers can complain that did not work here," when in fact it was never properly designed and implemented. When Commissioner Alonzo asked Staff at the November 12 1h meeting for a definition of TOD, the Staff Lead stated that she was not an expert on TOD - and there was no other TOD expert in the room. Thus, the community is concerned thal- the project has not been vetted by TOD experts. The City made clear in the SMART TOD Plan that it wanted TOD, so it should worA.11 with TOD experts to design these foundational TOD projects. We would not have pediatricians perform brain surgery, and we should not have suburban planners and developers design TOD sites. On November 13, Know Before You Grow hosted an event on parking at Delia Fattoria. Both Commissioner Streeter and the Vice Mayor attended. The speaker, Patrick Siegman,recognized expert on parking management and TOD. He explained why our traditional policy of minimum parking requirements increases I congestion, costs to residents, and VMT. After the event, the project was discussed with Mr. Siegman, and he chuckled at the idea that single-family homes, low density, and oversized parking could be considered TOD. We want Petaluma to be a leader in new urbanism and TOD - not a case study for what not to do. Community Partnership Strategy - Understanding that engaging a TOD expert could be costly, we suggest the City, M Group, and the developer work with the Department of Geography, Environment, and Planning at Sonoma State University or another planning school such as Cal Poly or UC Berkeley, to design the site with TOD best practices. Planning schools look for real projects and this is a dream site for an advanced design class or master's thesis. Grants are also available for such projects. 2. Define Transit -Oriented Development At the November 12, 2019 Planning Commission Meeting, the Vice Mayor stated that the City has not adopted a definition of TOD. This was alarming. Staff, the Commission and the Council need a common definon so that they can collectively evaluate the TOD merits of a project, and so that developers are clear on what the City wants. The TOD Institute, a recognized voice on TOD best practices, claims that well- designed TOD can reduce vehicle miles traveled (VMT) by 85%. The TOD Institute uses ten criteria to certify TOD projects. Given the auto -oriented design, we seriously doubt that the current project would achieve 85% below city average VMT or be certified by the TOD Institute for excellence. It is substandard in nearly every criterion. Instead of the suburban design, we encourage the City to promote site layouts that resemble the images in Error! Reference source not found.. Notice how the buildings and transit, rather than roads, define the space. These are key attributes of TOD. Figure 1: Example Schematics of TOO RAO Ir 4 v 4� J, ........ . . . . . . . . . NAA 4 7Z M Adopt a TOD Deflnition - Following a review of the TOD Institute's website a resources, we propose this definition for adoption by the City: I "Transit oriented development (TOD) is regional planning, city revitalization, suburban renewal, and walkable neighborhoods combined to create compact, walkable, pedestrian -oriented, mixed-use communities centered on high- quality train systems. TOD makes it possible to live a healthier, more active life with significantly less - or no - dependence on a car." 11111111171 1 1 11111tir; JUJ7,rAC-b717VrJ_Wr MM VJ M 010-m- j-IAJF,- __;�JU7UVV.U1 lased on guidance from TOD experts. Adopt Evaluation Criteria - To the right are criteria that the TOD Institute uses to certify TOD projects, and which the Council should use at the January meeting to evaluate the developer's proposal. • LA Metro TOD Plannino Toolkit • Mixed Income TOD Action Guide • TOD Institute's Ten Elements of TOD 3. Implement the Development Incentives Memo There are several external funding sources and examples that Cities have used to encourage TOD. Many of these funding opportunities and incentives were detailed in the Development Incentives Memo that accompanied the SMART TOD Plan. Two recommendations from the Development Incentives Memo are summarized below. At minimum, the City should pursue both recommendations for this project. 1. Modify Impact Fee Formula - The first recommendation in the memo is Change Impact Fee Formula for Multifamily TOD: "One of the stumbling blocks to meeting market conditions is the per unit impact fee structure for multifamily. The fees remain the same no matter what the unit size, and this adds a burden to the provision of smaller units for one and two person households and for the creation of affordable units. The current fee structure is a very great disincentive to the proposed TOD and, at the same time, a positive incentive to build the largest units possible. At an average unit size of 1,000 square feet, the cost per square foot for the impact fee is approximately i a 500 square foot unit the cost per square foot of the fees doubles to $82, but the leasable space is halved, lowering project feasibility. If the formula for the fees were based upon square feet of use, the developer would have the flexibility to respond to market conditions and affordability without rising project costs. G, The justification for such a change is in the fact that this is TOD and, as recognized in California law, should have lower traffic impacts than residential development in areas where the use of a car is an absolute necessity. Changing the impact fee formula would increase the feasibility of proposed development by increasing the certainty of developer flexibility to meet markets and by increasing profitability if a mix and range of units is contemplated." This is an action that the Council can take in the near term to promote TOD. It was a major barrier in 2013 when the SMART TOD Plan was finalized aril' remains a barrier today. 2. Affordable Housing and Sustainable Communities (AHSC) Program' - Another recommendation was to leverage the State of California's TOD Housing Program, which has been renamed the AHSC Program. "The purpose of the AHSC program is to reduce greenhouse gas (GHG) emissions through projects implementing land - use, housing, transportation, and agricultural land preservation practices to suppor) infill and compact development, and support related and coordinated public policy objectives." The grant solicitation is open now and due on February 11, 2020 A fraction of $30 million award potential could address the funding and land swap challenges that have slowed - and now are driving - the entire process. The City could potentially avoid having to pay anything for the new station. Table L Overview of Current AHSC Grant Total Program Funding Maximum Award per Project Maximum Award per Developer Proposal Due Date Award Announcements $550,000,000 $30,000,000 $60,000,000 February 11, 2020 June 2020 Rather than expediting the Cinnabar Parcels project with Warmington - another auto -oriented project with no outside funding available from the State - the developer, the City and SMART should work together over the next two months - or the next year if need be - to create an awesome design and author a stellar grant application. 1 November 1, 2019 Notice of Funding Availability: httDs://hcd.ca.00v/arants- fund inq/active-fund inq/ahsc/docs/AHSC- NOFA- Rou nd-5 . pdf 0 4. Define Who the Residents Are "Most of the existing housing stock [in Petaluma] is single-family detached units. According to Department of Finance estimates, over 75 percent of Petaluma housing units were single-family homes, as of 2010. A greater range of unit types including .pr'rtments, i` i; and live/work units may be appropriate to serve first-time homebuyers, young professionals, seniors, and families." ;�; �# ►�, �, I i Good product design requires a strong understanding of the customer and the market. Unfortunately, the developer has not demonstrated a strong understanding of the likely residents or visitors to the site. TOD is much more than just development near a transit stop; it is a different lifestyle than that which is traditionally promoted by Petaluma's single-family residential land use. This project should invite a new, transit -oriented lifestyle. • People who live near a train station are willing to embrace a more urban, active, and sustainable lifestyle that does not center around automobiles. • Residents will average less than two cars per household. • Residents will value using SMART to access schools (SSU, SRJC), regional it centers, and nightlife (Santa Rosa, Petaluma, San Rafael, etc.) throughout the Sonoma -Marin region. • Residents' income will be range from substantially below to substantially above area median income. The City should make clear to developers that housing near SMART stops not only should assume transit -oriented lifestyles, but also should intentionally attract residents with these and other TOD characteristics. The developer has said that this project is for families and first-time homebuyers. While some prospective occupants may fall into these categories, we believe that the developer's target demographic is not the best fit for this location. The City would need to implement significant and costly speed mitigation and public safety measures to provide children safe pathways to schools, parks, and other amenities. Because there is a lack of definition for target demographics served by the site, we are concerned that the development does not meet the needs of the envisioned residents. The Council should ensure that the target demographic is clearly defined and realistic to enable assessment of how well the proposed project serves the needs of residents, prior to voting. We believe that there are demographics that would be better suited to this site and more likely to be attracted to it. These residents are much more likely to be renters than owners. Examples include: ni; � lI imin; nra; i i INA • Singles living alone; • Couples living together without children; and • Low-income residents. Regardless if the Council believes these are more likely demographics than developer's target demographic, it should be sure that the site design, housi units, and onsite amenities meet the needs of the target demographics. S. Consider the Needs of Non-resident SMART Riders A glaring omission from the developer's proposal is the consideration of the needs of SMART riders. It is critical that the developer consider their needs and experience in the development plan. SMART, Sonoma County Transit, Petaluma City Transit Advisory Group, and Golden Gate Transit have been notably absent from all public discussions on this project, raising concerns that these institutions have not provided significant input on this foundational tra n sDo rtation -oriented Droiect for the recillon. I 1 J 111711 iiiii! I IN 11 1 11 5 • Arriving at the station, commuters will appreciate the ability to grab coffee and snacks while waiting for their train. Some may arrive early enough to explore the residential space, socialize with other train goers at a caf6 table, or venture to semi -private spaces onsite. Similarly, SRIC Petaluma students may need a place to wait for a shuttle to the campus. • Commuters are likely to work in the area and, if possible, the SMART stop could offer lunch options. A strategy for unlocking this potential is discussed in the "Include a Mixture of Uses" section. • With the residential units planned for the site, and their proximity to venues such as Lagunitas and Henhouse breweries, SMART riders will also come for leisure. 6. Urbanize,, Not Suburbanize "The provision of diverse housing opportunities near the Downtown Petaluma and Corona Road SMART stations is essential to the vitality and success of station area development, Transit -oriented residential development will support SMART ridershii# goals and provide residents with a range of housing unit types and sizes. ' Instead of making concessions to suburbanize the size, the City should proactively urbanize the site: increase density and height, minimize building footprint and road area, and so on. However, the current proposal uses regressive suburban development principles that have caused high GHG emissions, congestion, and infrastructure maintenance costs. We need to curtail this trend - here and now. M aspect of TOD, per the TOD Institute, and it is not present in the developer's proposal. 7. Include a Mixture of Uses "A different solution from auto -only orientation is to create complete walkable neighborhoods around transit. This model of development is not new—many cities have historic neighborhoods that grew as a result of streetcars rather than automobile transit. It does not suggest losing the advantages of auto -oriented development but rather adds an extra dimension, using both the passing traffic and an intenscation of land use to achieve viability for businesses. pw�1 ' �,� Instead of continuing California's and Petaluma's history of suburban sprawl, we should make this first development near the second SMART stop a demonstration of how cities can overcome the perils of being reliant on sales tax: increase density and focus on the pedestrian experience. It should be the model for other development proposals that will come before the Commission and the Council. Approving the proposed project would establish a terrible precedent for future project proposals. The SMART TOD Plan accurately stated that "One of the keys to ensuring success is to consider carefully how much retail is placed into new development and where th,4 retail will be located." (3-12) The site should not compete with the businesses in downtown Petaluma and other commercial areas. Instead, this project should serve the needs of residents and riders - while NOT over -building commercial space. With additional job growth in the area or the right business, it could become a lunchtime favorite. Please do not be misled by the developer and Staff, who have said that the site cannot support retail. They are applying regressive suburban design principles to a site that is zoned for mixed use. Suburban development, while the easiest and mo profitable to build, has been proven over and over to increase congestion, VMT, an housing costs. If planned properly, SMART stops represent a significant sales tax opportunity - and they do not increase emissions, congestion, or strain on our decaying roadways from VMT. In addition to the commercial uses, the City's adjacent parcel could be turned into destination park that attracts local Petalumans and residents from around the region. For example, youth in Petaluma have advocated that the City use Measure M funds to create a new or expand the existing skate park. By allocating its Measure M funds to create a new skatepark at the second SMART station, the City could attract youth from around the region to the site, helping build the customer base for the onsite businesses. This is just one idea; let's be creative and design the site. IN Economic Development Strategy - To create a pull to the site, the City should pre - identify known and successful local businesses to locate there. Successful businesses in West Petaluma would be immediately known by the community and would not erode their existing locations by opening one in East Petaluma at the Corona SMART station. Moreover, by making it easier to serve the East Petaluma populations, the site could help alleviate the cross-town traffic congestion that residents increasingly complain about. We strongly encourage the City to create opportunities for local businesses and residents to meet their daily needs without using cars and contributing to congestion, emissions, and potholes. S. Encourage Zero Emissions Buildings and Transportation All -electric buildings powered by 100% renewable energy should be the norm. These measures are commercially available, and leading ces across the state ar" adopting all -electric reach codes. The City is already considering an all -electric reach code that could be passed and in effect by the time this project is permitted. Thus, in addition to rooftop solar and all -electric design, consider solar canopies over parking spaces that direct rainwater into bio-swales and provide kiosks that educate residents about regenerative energy and water systems. More importantly, Petaluma desperately needs public EV chargers - everywhere. This site especially should be an EV charging haven, with dozens of trickle chargers, several level II, and potentially DC Fast Chargers (DCFC). The current proposal includes "EV chargers in every garage" and says nothing about inclusion of public chargers. Instead of an approach that has several dozen charget unused (and increases costs to homebuyers), EV chargers should be in the public domain, facilitating both daytime and overnight charging for residents and SMART riders. If done right, EV charging can also attract patronage to the businesses at the site. Trickle chargers are suggested because charging at the site will remain a parking experience - not a fueling experience. Experience with EV charging development has shown that businesses are starting to replace level II chargers with trickle chargers because the level II chargers are constantly in demand and unavailable. By emphasizing low voltage chargers, the site can offer 4-5 times more EV chargin spaces, with the same electrical capacity, and people can leave their vehicle all da without needing to move People will also arrive at the SMART stop by bike. They will want a place to park and feel comfortable leaving their bike during the day and even overnight. To accommodate these users, bike parking must be well lit, visible, and protected - and 1OX the number of spaces planned should be provided, so as to overcome any hesitancy SMART riders have about availability of bike parking. Lastly, the project should carefully consider the appropriate role for parking in a Or The speaker at the Know Before You Grow meeting was generally opposed to I&I minimum parking requirements. In place of this traditional approach, he offered a feasible alternative: a residential permit program. To paraphrase him, if you build it (parking), they will drive. The project as proposed is the opposite of what Mr. Siegman recommended. 9. Find the Right Partners If the residents at this site will be renters, the City needs a developer who wants to invest in our community and be a landlord (or have an entity that wants to be a landlord). It is concerning that the homes start at $600,000; these units are not entry-level homes (as the developer claims) and even in a sublet scenario the rental prices will end up higher than average. We believe that the developer's desire to just build and sell - which is widely understood to be a more profitable development style - is what is driving the questionable market analysis that concludes the site cannot support any commercial uses. The gross shortcomings of the project have us concerned that M Group and the City are eager to accept the project solely to accelerate creation of a second SMART stop. However, sacrificing TOD performance to get the station sooner will defeat the very purpose of the station, with unsatisfactory outcomes virtually guaranteed. "In 2005, the Metropolitan Transportation Commission (MTC) adopted Resolution 3434, the TOD Policy for Regional Transit Expansion Projects (TOD Policy). The TOD Policy calls for a minimum threshold of housing units along transit corridors for projects receiving regional funding, including SMART. Stations along the SMART corridor must accommodate an average of 2,200 housing units within a half -mile radius of each station. As discussed in Finding 1 (Section 4.2) and Section 4.3 (Residential Development Potential), it is anticipated that the Downtown station area will greatly exceed the unit threshold, while the Corona Road station area may fall slightly short of the target due to the rural/ suburban nature of area and the limitations imposed by the City's Urban Growth Boundary... New below market -rate housing units are encouraged and counted as a "bonus" in meeting the corridor threshold." (P. 4-4) Thus, aside from the auto -oriented design and lack of affordability, if the City is unable to increase the density around this stop, it may disqualify itself from funding that could be available. It would be a shame to intentionally miss out on funding from the AHSC program, lose out on future funding from MTC and, in the process, increase VMT, congestion, strain on our roads, GHG emissions, housing shortages. As was stated at the November 12 1h meeting, the developer has been working on this for five years and the last round of public meetings on this project was in thd Spring of 2019. Now, the developer is asking for the process to be fast tracked in lieu of proper vetting. We recognize that issues with SMART have slowed the IN project, but pressure campaigns such as this are a serious red flag that the partner is not a good fit. Instead of fighting SMART, the developer and the City should have been collaborating with SMART to design the project and author an outstanding AHSC grant (note we are not pointing fingers at SMART, the developer or the City; everyone needs to work together better and in good faith •Rwill not achieve its potential). Fortunately, the Commission majority saw through the developer's negotiating tactic. A desirable development partner will have prior TOD development experience, assist the City in identifying and pursuing grant opportunities, incorporate TOD best practices and, in so doing, help to position Petaluma as a regional and national leader in responsible urban design solutions. SUMMARY OF RECOMMENDATIONS 1. Adopt a credible definition of TOD and appropriate project evaluation criteria (such as those used by the TO Institute) 2. Define credible demographics and lifestyles of project residents and SMART station users 3. Implement the recommendations in the Development Incentive Memo, especially "Change Impact Fee Formula for Multifamily TOD" and pursuing outside monies 4. Ensure the project is designed to suit the needs of the targeted demographics 5. Require significantly more protected bike parking than is currently planned for 6. Require significantly more public EV chargers (including trickle chargers) than are required by code 7. Require 20% affordable housing 8. Increase the maximum density to at least 40 units per acre (higher if feasible) 9. Increase the maximum height allowable to 50 feet (higher if needed) 10.Require at least 65 percent of the units be apartments 11.Do not permit detached single-family units on the site (including the units proposed that have small spaces between each unit) 12.Require that the developer include retail uses near the SMART stop (which is consistent with the mixed-use zoning designation and TOD principles) 13.Require all -electric buildings 14.Require onsite electricity demand to be met by onsite renewables 15.Do not allow alleys and unit -specific garages (especially rear -facing garages) 16.Require the addition of community spaces and amenities that attract residents and SMART riders to "stay a while" 17.Develop the City's adjacent parcel into a connecting park, potentially a skatepark IN 18.Work with credible TOD experts (and/or higher education institutions to get low/no-cost TOD design services) 19.Prior to the Commission and the City Council vote, have an independent TOD expert review the merits and faults of the project 20.Vet the developer's (or its design firm's) experience with TOD, including a review of prior TOD projects and how well they are performing 21.Proactively seek out and recruit successful local businesses to fill commercial MEM Name Brian Barnacle (Lead Author) Stevan Bosanac(Editoh Ann Edrninster (Editor) Ben Peters (Editor) Teddy Herzog Jesse Rankin Annie Stuart, 350 Petaluma RaUieKuU Moira Sullivan Nicole Carnarda Ha|Bohner Thomas Knudson Gretchen Klein Rhyne Erde Nick Hess Sarah Tatum Ellen Fitzgerald Sue Hess Davis Everett CherryRovve-Pa|ados Claudia de|a Pena David Alan Boyde Gina Barnacle |Affiliation Petaluma Resident, Strategist, TODAdvocate Petaluma Resident, ]50Petaluma Member Petaluma Resident, Zero Energy/Carbon Consultant Petaluma Resident, Energy Project Finance Petaluma Resident, TDDAdvocate Petaluma Resident, 35QPetaluma Member Petaluma Resident, 35OPetaluma Member Petaluma Resident, Environmental Scientist Petaluma Resident, Toxicologist Petaluma Resident, Elementary Teacher Petaluma Resident, Attorney Petaluma Resident, Commercial Real Estate Petaluma Resident, Florist Petaluma Resident, Musician Petaluma Resident, Wine Maker Petaluma Resident, Operations at Daily Acts Petaluma Resident, Server Petaluma Resident, Retiree Petaluma Resident Petaluma Resident Petaluma Resident Community Member, Architect Community Member, Sonoma County Employee G RE E N PA u"TA OF •COUNTYDER, DE SO��40tILA_ Dear Mayor Barrett and City Council, 5.B - Document Received After Agenda Distribution -I--' A!-,J`��T ! t_') VERDE January 27, 2020 The Green Party of Sonoma County urges you to deny the Lomas Partners' appeal of the Planning Commission's denial of the Corona Station Residential Project as proposed. The proposed project's minimal amount of affordable housing does not provide adequate housing units accessible to community members who have low-income. The project also does not offer a quality high-density, mixed-use transit -oriented design. The proposed project epitomizes the auto -oriented suburban land use model that's a major contributor to our climate and housing crisis. The proposed project will increase our transportation - related greenhouse gas (GHG) emissions, undermining a key objective of the endeavor of building SMART. The proposed project is contrary to the city's Emergency Climate Resolution and Climate Action Commission charter that includes equity along with GHG emissions. If the climate emergency is to be taken seriously, the first thing to do is cease activities that exacerbate the problem. Please do NOT approve the applicant's appeal of the Planning Commission's denial of a Zoning Text Amendment, do NOT approve the Development Agreement between the City and the applicant, do NOT approve a Density Bonus Housing Agreement, and do NOT approve a Tentative Subdivision Map creating a 110 residential subdivision. We encourage you to engage with the Climate Action Commission and the community to design an equitable transit -oriented project for the East Side which will be beneficial to the goals of and overall success of SMART. Respectfully, June Brashares On behalf of the Green Party of Sonoma County PO Box 15073, Santa Rasa, CA 95402 info@sojiort age-eeiipai,ty.oi,� 5.13 - Document Received After Agenda Distribution Cooper, Claire Subject: Comment on Final EIR for SID Commons Project, Petaluma From: Taryn Obaid Sent: Monday, January 27, 2020 7:08 AM To: Barrett,Teresa <tbarrett@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetaluma.org>; Kearney, Gabe <gkearney@cityofpetal uma.org>; McDonnell, Kevin <kmcdonnell@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; -- City Clerk <CityClerk@cityofpetaluma.org>; Flynn, Peggy <PFlynn@cityofpetaluma.org> Subject: Comment on Final EIR for SID Commons Project, Petaluma Dear City Council, I request tonight you not approve the proposed Feb 3 Meeting Agenda item: Sid Commons Appeal Hearing. My neighbors and I who live along the Payran Flood Wall have made multiple Public Records Requests. I made a Public Records Request Dec 13 -- nearly 6 weeks ago, yet we have not received a substantial portion of the documents I have requested. As you can appreciate, our neighborhood wants to be informed so we can properly engage with the process. Without the requested information, we are left in the dark. Further, we are "normal working people" -- not civic planners, developers, attorneys, . We need sufficient time to read, comprehend, and formulate response to the information in order to effectively participate in our City government process and have a better Petaluma for our children. I believe City staff's recommendation of Feb 3 date is in violation of the process rules (CEQA?), and not aligned with City's asserted priority of "public engagement." Please vote to postpone this item so the people may have a voice. Thank you, Taryn Obaid Time is of the essence given the Appeal and failure to produce this information in a timely manner in response to this CPRA would impede both the public and the Council from being fully and accurately informed prior to any action on the appeal. 5.B - Document Received After Agenda Distribution Cooper, Claire Subject: Reject Lomas Partners' Corona Proposal From: Annie Stuart Sent: Friday, January 24, 2020 11:28 AM To: Barrett,Teresa <tbarrett@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetal uma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org>; McDonnell, Kevin<kmcdonnell@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetaluma.org>; arney@cityofpetaluma.org Cc: Brown, Matt <matt.brown @arguscourier.com>; -- City Clerk <CityClerk@cityofpetaluma.org> Subject: Reject Lomas Partners' Corona Proposal Dear City Council Members, Last year, the City of Petaluma became an inspiration for our community and the rest of Sonoma County when it passed a Climate Emergency Resolution and an ordinance forming a Climate Action Commission. As you well know, that was the easy part. More challenging issues now confront you, including those concerning land use. I encourage you to be courageous as you address them, first by rejecting Lomas Partners' proposed development for the Corona Smart Station. Some might argue, "Don't let the perfect be the enemy of the good." After all, the developer has proposed all electric without gas infrastructure, rooftop solar, EV charging stations, and greywater features, for example. However, I would argue that if we are to have a livable city and planet in the future, we need to get our actions as close to perfect as is humanly possible. When it comes to this project, what does that mean? It means you will be able to answer "yes" to questions like these. Does this project: • Encourage reliance on transit and minimize greenhouse gases to the fullest extent possible—even becoming a model for transit -oriented development? • Maximize density and fully address needs for low-income housing? • Create a sense of "place" for East side residents? • Produce a "win" for the developer in a way that also addresses the needs of our City and our community? I am no expert on land use and transit -oriented development. But I do know this: We do not have endless opportunities to get this right. Please use the power of your vote wisely. Please continue to be leaders. Sincerely, Annie Stuart Annie Stuart Encore Editorial Services 707.242.6171 www.encoredit.com 5.B - Document Received After Agenda Distribution Cooper, Claire Subject: Give the neighborhood something to walk to From: teddyherzog@yahoo.com Sent: Friday, January 24, 2020 10:46 AM To: -- City Clerk <CityClerk@cityofpetaluma.org>; Barrett,Teresa <tbarrett@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; McDonnell, Kevin<kmcdonnell@cityofpetal uma.org>; Miller, Kathy <kmiller@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetaluma.org> Cc: citymgr <citymgr@cityofpetaluma.org>; Hines, Heather <hhines@cityofpetal uma.org> Subject: Give the neighborhood something to walk to Dear City Council, .ae'McDowell GIve the ne-tahborhood somethincyc: walk to. 1 When A rebuilt network, o never bothered to change accommodatethe zoning near its stations to i.. new infrastructure. That's why you don't ,see single pedestrian, i i every building is designed .i is approachedi d happen to work nearby, a pedestrian would i.. to spend i minutes crossing parking lots to get N 5.13 - Document Received After Agenda Distribution Cooper, Claire Subject: Reject the Lomas Partners' proposed development for the Corona Smart Station, From: Davis Everett Sent: Friday, January 24, 2020 10:21 AM To: Barrett,Teresa <tbarrett@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetal uma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org>; McDonnell, Kevin<kmcdonnell@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetaluma.org> Cc: matt.brown@arguscourier.com; -- City Clerk <CityClerk@cityofpetaluma.org> Subject: Reject the Lomas Partners' proposed development for the Corona Smart Station. Dear Petaluma City Council Members: I respectfully urge the Petaluma City Council to reject the Lomas Partners' proposed development for the Corona Smart Station. 1. You have declared a climate emergency for the City of Petaluma and this proposed project exacerbates rather than mitigates the climate change that is threatening our city. Rather than promoting the use of mass transit by creating high-density housing and retail venues within walking distance of the Smart train station, this project encourages more automobile travel with its two -car garage design, emphasis on single-family units, and failure to include commercial space around the Smart station to meet the shopping needs of the local residents. 2. The City Council also needs to heed its call for more affordable housing which this project only minimally provides. We need to maximize our housing densities rather than continue supporting projects such as this one by the Lomas Partners which promotes outdated and harmful -to -the - environment suburban development. Please vote to reject the Lomas Partners' Corona Development. Instead please work with the newly formed Climate Action Commission to develop new guidelines for development that will protect our community from climate change and allow it to flourish in the 21 st century. Sincerely, Davis Everett 310 Vallejo St. Apt. A Petaluma, CA 95461 5.B - Document Received After Agenda Distribution Cooper, Claire Subject: Corona SMART Station From: Jesse Rankin Sent: Thursday, January 23, 2020 10:50 PM To: Barrett,Teresa <tbarrett@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetaluma.org>; Kearney, Gabe <gkearney@cityofpetal uma.org>; King, Dave <dking@cityofpetaluma.org>; McDonnell, Kevin<kmcdonnell@cityofpetal uma.org>; Miller, Kathy <kmiller@cityofpetaluma.org> Cc: -- City Clerk <CityClerk@cityofpetaluma.org>; kathryn.palmer@arguscourier.com Subject: Corona SMART Station Dear Mayor Barrett and Petaluma City Council Members, I am writing in regards to the Lomas Partners project proposal, that the Petaluma Planning Commission voted against, to build 110 single family homes with 2 car garages near Petaluma's second Smart Station at Corona and McDowell. As a Petaluma resident and member of 350 Petaluma, I can say that I oppose the development of this project. The Lomas proposal does not meet the criteria of transit oriented development, is not affordable with a starting price of $600k (more than my family paid for our 3 bedroom home on 8th street in 2014), will increase car traffic and GHG emissions, and is not congruent with our Climate Emergency Resolution. I agree with Mayor Barrett's response to a question regarding the Climate Emergency Resolution published in the Argus on May 17, 2019: "/ have no problem with adopting a climate emergency resolution. Obviously l think there is a climate emergency," Mayor Teresa Barrett said. "l do have a problem with thinking that that is enough, that by adopting a resolution we can give people the idea that we can check that box and move on." I am grateful our city passed the resolution, but words are not enough. We need to act to deliver affordable, transit oriented development that addresses the long-term climate and economic needs of our community. Respectfully, Jesse Rankin Petaluma Resident & 350 Petaluma Steering Committee Member 5.B -Document Received After Agenda Distribution Cooper, Claire Subject: Reject Lomas Partners' Corona Proposal From: Liz Platte-Bermeo Sent: Monday, January 27, 2020 11:58 AM To: Barrett,Teresa <tbarrett@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetal uma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org>; McDonnell, Kevin<kmcdonnell@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetaluma.org> Cc: Brown, Matt <matt.brown @arguscourier.com>; -- City Clerk <CityClerk@cityofpetaluma.org> Subject: Reject Lomas Partners' Corona Proposal Good Afternoon Petaluma Council, I am writing to urge the City Council to reject Lomas Partners' Corona proposal. The proposed project will increase our transportation -related greenhouse gas (GHG) emissions. Last year, the City adopted a climate emergency resolution and formed a Climate Action Commission (CAC) to assist the City in taking swift action. This proposal is completely out of alignment with, and undermines our City's emergency climate resolution. This is unacceptable. The proposed project before you will only accelerate our climate emergency. It will not build community on the site, make SMART successful, increase the diversity of available housing, calm the traffic, or create a safe streetscape for pedestrians. I urge you to engage with the Climate Action Commission and the community to design a transit -oriented foundational project for our East Side, and a project that will help the overall success of SMART. With Passion, Liz Platte-Bermeo Liz Platte-Bermeo Senior Programs Coordinator - Daily Acts 1364 N. McDowell Blvd. Suite A-2 Petaluma, CA 94954 (707) 789-9664 - office (650) 714-4284 -cell www. da ilvacts. or - "Nature does not hurry, yet everything is accomplished" -Lao Tzu 5.13 - Document Received After Agenda Distribution Cooper, Claire Subject: Reject Lomas Partners' Corona Proposal From: Marie Kneemeyer Sent: Monday, January 27, 2020 2:01 PM To: Barrett,Teresa <tbarrett@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetal uma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org>; McDonnell, Kevin<kmcdonnell@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetaluma.org> Cc: matt.brown@arguscourier.com; -- City Clerk <CityClerk@cityofpetaluma.org> Subject: Reject Lomas Partners' Corona Proposal Hello there, I urge the City Council to reject Lomas Partners' Corona current proposal, and redesign it in collaboration with the Climate Action Commission's input. This project should be designed with a transit -oriented foundational project that lays the ground work for our regenerative future. The current proposed project will increase our transportation -related greenhouse gas (GHG) emissions. It is out of alignment with and undermines our City's emergency climate resolution. This is unacceptable. If we are truly committed to design a Petaluma that upholds equitable Climate Action, then I urge you to move forward a project that honors surrounding community input and is co -created with the Climate Action Commission. This project needs to be a transit -oriented project for our East Side that can serve as a multi use space, incorporates greenbelts, prioritizes walkways & bike paths, and a project that will help the overall success of SMART. Have a nice day, Marie K. 5.B - Document Received After Agenda Distribution Cooper, Claire Subject: Transit -Oriented Development at Corona Station From: Beverly Schor Sent: Monday, January 27, 2020 2:47 PM To: -- City Clerk <CityClerk@cityofpetaluma.org> Cc: Flynn, Peggy <PFlynn@cityofpetaluma.org> Subject: Transit -Oriented Development at Corona Station Dear City Clerk, Please distribute to Mayor and Council Members: Mayor and Council Members, I strongly support transit -oriented development in the City of Petaluma. I strongly urge you to uphold the Planning Commission's DENIAL of tonight's applicant requesting an appeal of a largely single family/two car garage development at the Corona Station. The Commission's denial of the project had a strong majority in opposition to the proposed project. The denial was based on a concern that the site should have a transit -oriented development (TOD) configuration, with greater density, reduced car -dependency, and an environmental focus better suited to our future. Petaluma recently signed a climate proclamation striving, in part, for a reduction of traffic congestion on our streets. Petaluma recently signed a new minimum wage of $15 per hour. Petaluma recently declared our City an age friendly city. Please support TOD development at Corona Station. TOD is in line with our City goals and Climate goals. Please support the Planning Commission's denial of the proposed Corona Station development. Thank you, Beverly Schor 5.B - Document Received After Agenda Distribution Cooper, Claire Subject: Corona Station Project From: David Powers Sent: Monday, January 27, 2020 2:47 PM To: Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetaluma.org>; Barrett,Teresa <tbarrett@cityofpetal uma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; McDonnell, Kevin <kmcdonnell@cityofpetaluma.org> Cc: Flynn, Peggy <PFlynn@cityofpetaluma.org>; -- City Clerk <CityClerk@cityofpetaluma.org>; Richard Marzo <richard@lacehouselinen.com>; Diana Gomez <dianaegomez@gmail.com>; Heidi Bauer <heidibauer2000@gmail.com>; Scott Alonso <alonsoplanningpet@gmail.com>; Patrick Streeter <patrickstreeter@gmail.com> Subject: Corona Station Project Dear Members of Petaluma City Council— I am sending this message to encourage you to support the recent decision of the Planning Commission to deny the Corona Station project as currently proposed for the following briefly stated reasons: 1. Transit Oriented Development is a foundational necessity for building out a vibrant community around the Corona Street Station. Even more, it will support the future growth of SMART and its success in addressing our pressing transportation needs in Petaluma and in Sonoma County. Single family dwellings with two car garages are a step backwards. Approving this project as proposed is a vote for additional traffic congestion and increased carbon emissions. 2. Failure to include Affordable Housing in this project denies Petaluma a huge opportunity to support current and future economic diversity in this community. You must insist that ANY project that is built around the Corona Street Station includes the Affordable Housing in a meaningful way. 3. Upholding the Planning Commission's decision will be a dramatic statement in support of the Climate Emergency Resolution passed in Council last year, and will prove that the Council is willing to walk the walk of addressing our climate emergency. This is one of only a few chances for the Council to emerge into a position of leadership on this crucial issue with respect to development in our local area. 4. Overriding the recommendation from the Planning Commission sends a disheartening and devastating message that the Council is unwilling to support the collected knowledge of its appointed commissions and committees. The council's record in similar past situations has been dismal. Supporting the Planning Commission in this matter sends a message to the public that appointed commissions and committees are not irrelevant in the City's eyes, but instead perform a very important function of harnessing recognized community expertise, and are a model for informed community input. Thank you for lending your consideration to these important items, David Powers 112 7th Street Petaluma, CA 94952 5.B - Document Received After Agenda Distribution Cooper, Claire Subject: Reject Lomas Partners' Corona Proposal From: Deborah Garber Sent: Monday, January 27, 2020 4:31 PM To: Barrett,Teresa <tbarrett@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetal uma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org>; McDonnell, Kevin<kmcdonnell@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetaluma.org> Cc: -- City Clerk <CityClerk@cityofpetaluma.org> Subject: Reject Lomas Partners' Corona Proposal Dear Madam Mayor and member of the City Council, As a concerned resident of Petaluma, I urge the City Council to reject Lomas Partners' Corona proposal. The proposed project will increase our transportation -related greenhouse gas (GHG) emissions. It is out of alignment with and undermines our City's emergency climate resolution. This is unacceptable. I urge you to engage with the Climate Action Commission and the community to design a transit -oriented foundational project for our East Side, and a project that will help the overall success of SMART. Regards, Deborah Garber Cooper, Claire Subject: Corona Station Residential Project (item 5B on tonight's agenda) From: Ellen Sent: Monday, January 27, 2020 5:44 PM To: McDonnell, Kevin <kmcdonnell@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetaluma.org>; Kearney, Gabe <gkearney@cityofpetal uma.org>; King, Dave <dking@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetal uma.org>; Barrett,Teresa <tbarrett@cityofpetaluma.org>; -- City Clerk <CityClerk@cityofpetaluma.org>; Flynn, Peggy <PFlynn@cityofpetaluma.org> Subject: Corona Station Residential Project (item 5B on tonight's agenda) Dear Mayor, City Council members, City Clerk and City Manager, Unfortunately I'm unable to attend tonight's meeting but want to voice my opposition to the proposed project to build 110 single-family homes on the site that will become the East Side SMART Station. From every standpoint, this project is a terrible idea. Rather than prioritizing transit -oriented development in keeping with the City's Climate Emergency Resolution, each of these homes will have a two -car garage. In addition, the project goes against the City's goal of inclusivity as it allocates the bare minimum to affordable housing and the cheapest market -rate house starts at $600.00. The Planning Commission got it right to reject this project. Hope you will deny the appeal. Thank you for your consideration, Ellen Obstler Petaluma 5.13 -Document Received After Agenda Distribution Cooper, Claire Subject: 2nd SMART Station Question: From: Ben P Sent: Monday, January 27, 2020 10:45 AM To: -- City Clerk <CityClerk@cityofpetaluma.org>; Hines, Heather <hhines@cityofpetaluma.org> Cc: Barrett,Teresa <tbarrett@cityofpetaluma.org>; King, Dave <dking@cityofpetaluma.org>; Fischer, D'Lynda <dfischer@cityofpetaluma.org>; McDonnell, Kevin <kmcdonnell@cityofpetaluma.org>; Miller, Kathy <kmiller@cityofpetaluma.org>; Healy, Mike <mhealy@cityofpetaluma.org>; Kearney, Gabe <gkearney@cityofpetaluma.org> Subject: Fwd: 2nd SMART Station Question: Hello Ms. Cooper & Ms. Hines- after reviewing the staff report for the Corona station, I am unable to find any supporting documentation that explains why SMART is unable to secure construction contracts for the 2nd Petaluma station, unless the controversial Corona project & related Development Agreement are approved (as proposed) this evening; so entitlements can be obtained prior to March and the construction happen as part of an existing contract. • The pretext for this urgency is especially important - as the requirement to remove all affordable housing from the downtown station described in the staff report regarding the Development Agreement (newly available to the public for the first time?) merits a serious examination of these issues. Could you make sure that this documentation regarding SMARTS contracting and construction capacity is added to the staff report and presentation? I have spoken with Supervisor Rabbitt's office, the contractor Stacey and Witbeck & with Matt Stevens, SMART Community Outreach contact (email below) regarding SMARTS capabilities to serve Petaluma Everything we have heard indicates that SMART is fully capable of securing and building a 2nd Petaluma station, independent of the construction of the Cloverdale station..... the concerned citizens of Petaluma are really struggling to understand this one... It really seems like the Developer has tried to wait to the last minute to force some bad votes and have ZERO AFFORDABLE HOUSING AT DOWNTOWN SMART Thank you —Ben Peters ---------- Forwarded message From: Ben P Date: Mon, Jan 27, 2020 at 10:03 AM Subject: 2nd SMART Station Question: To: <mstevens@sonomamarintrain.org> Hello Matt - thank you for taking my phone call this morning. As I mentioned, several concerned citizens of Petaluma are questioning the time urgencv of approving a controversial development zoning amendment to allow single family housing at the proposed 2nd Petaluma SMART station. As reported in the North Bay Bohemian (article linked below) and described in the staff report (images and attachments below): the staff of City of Petaluma are saying... • "If the necessary entitlements are not secured by March 2020 [to align with an existing construction contract] the needed construction contracts will not be able to be secured until construction of the Cloverdale station, which remains uncertain." • We are requesting confirmation (from a group other than Petaluma's contracted Planning Department the M Group, or the Developer Lomas Partners) that it is in fact true that unless entitlements are not approved by March„ it is impossible for SMART to secure a construction contract for the 2nd Petaluma until after the Cloverdale station is built. • Our group of concerned citizens has experience in these types of public works construction contracts, and struggle to accept that it is impossible to obtain these contracts, independent of other work. • Given the importance of SMART to our community, we want to ensure SMARTs capabilities and capacity to work for its constituents are accurately construed, as the potential appearance that SMART is working with a developer to push through controversial project will not sit well with the public, especially given recent press regarding the SMART sales tax renewal measure. We hope you are able to confirm or deny what is alleged in the staff report, as it is a key pretext for this vote tonight. —Ben Peters ....."And then there's the time crunch, according to staff. The report presented at the Nov. 12 meeting warns that '7f the necessary entitlements are not secured by March 2020 [to align with an existing construction contract] the needed construction contracts will not be able to be secured until construction of the Cloverdale station, which remains uncertain. " This is the link to city of Petaluma Meetings, which lists the city staff report for the Corona Station (the 2nd SMART Station) Page 7. of the staff report attachments 1-9 describes SMARTs efforts Discussion a%ith SAIART Ota �T aff ha" Continued to v kauk collabolaatiaeiv oath hoth SMAR I and Lomas to ensure lhaat :a ,econd Petalmmi SMART 44ation al Ch -mow crate be fluldeal and caaa4lluctcal cowi�lelat wilh tete timetable th.al SNIART hay psewclibed, Cite and SMART �Wtf are cooper.atillg, on mitical' aesolntiolls to eke pal e"eulted ter the CityCouncil Cutch ou Felklalcatr , and alae SMART I" Tome ou Febm ate 6 anallar+alA112 lllc Citi` l;alaal ger aril€l. llae Genelaal IN I'll 9a Ler, retipaectip; elv. to e%ecl to an :a,2reenient belv,een SMART and the ( 1tE oblig.'1lm,g° °`w.'11ART to ctyit5111 o 11w Second Pet;1111 wi S -MART wl.atioll ;at t" ole. na ming the ploceeck of" the ,Ae of the Downtown SMAR`F paareel at ',Ii F) Street to Lomas and 52 tna@lion in rite` i'raaadic Impact Fee proceeck p ogr.anuneai toi parking and aelaatetl illlploveillen8'+p.kto� 0111=W 11asftic lelle1 fol ills` Cm, Page 19 of attachment 10 highlights the staff described time urgency..... Idae tiiaaiia�t ai; lefcrcatrecd tta file I)ew cicpl?tiacllt peeanetlt an inkdatpt t;akat �cwsaalrc+aiciat c d`tlac d itaacin entltlenient tewimww. If Ow dilmdina and Ind dedlication a a?tltWwd ladwcwwe ate wo"d i1nongl'a entiilemen't aklalkl+owaal� bel+afar Nlmvh 2020 ti'a+:n the eliding cd aawaa to iawsl cons acl t6i the Win d"ot ataation nkat he akttkended 10 Umisle filet batlr"clneia Conriytrnt?tit,n of file iiai1 mint Coram Rtatldd St,atitwn. If Idle necemmy enlitleltrelats fisc nol se+ nal dww Nhicll 2020 the needed coustimli m Isis contracts ww`idd not be ;able to lac "ecured niktil conAt1llnon o llae Clovea(hll+: slant'%n. which tens alno lancet'talt). I ln4 itllnn'<", to a key Collyond:nt to cn1urin°g dt'+nc`splkacatt dt1 tale MOW R<WI w atiaral �kiul enlg,la:ici;�4a rdac itaalsc-�at;asked• d�ttltr tlktiticnictat* 1,rFd,ee tliaz [°arlaktaatc,.tc,t1 file re�c,lkallacat4intinas ,at to nine -------------------- -------------------- Requirement to eliminate all affordable housing from the downtown SMART site via alternative compliance `"idle i7ewclqwlawnt A Treenmu also anehAs a mytem A ahan,atiw'e e+mq la nre ON d+nWe nlclnhlolliltw' dtcaliaillg a' quiletalent" pnrwtmnt to Section 30-10 all the IZO fol both the C lio nal 5mbn Rr:aidoinal pi:oixt and the fiviiie Dowwnicmn Station Pippa on ilae almw•Irrc?twtl SNI,.LR d-awwwned pmecd ;wt ? 1 a D Stteet. wld ac d?eeili .kldw :a s4aei,;aicdi ww itli rias d °a ra7ll;a Strktia7ti Real,lcrinaal d'rdadF'4.'t. file ailed?llerint i,N Beyatewtall!r to Itlovi de the ictInn'ed 15'c, tonal e nichi,o hail' how nit: at an adtenkataw'e tnkl �a1' naconac of 500 low Income and W". niod lel nlcolne° deal i,,tcn! ww'kth 1, k7'm i�iow, ou llmed in iA't„1 Mon 34 UR.Ati*,t+t"1awd with the han't-e Doww'titoww-nStation Re�,identiil 'Pr(?ja:ct. die rklwlllicant is tl'queatiln4 approval to donate <appra.xallatelw 2.5 developable edea ,at 1601 Pel aluniak Boulevard Smith list ddeweldwpinein of NIlwtOGUawy- 50 how ind:mw mog ill c ll;liac l.ttican wwitit I10auk Fiawti;ing and dwaynwiv of SMIAN aft in -lien to mpatlialiw fluted devel+3l)lnelat, 81"n Con:i'lent 11 -01) poo vooni cltatlitiedl an IZO Yawn ; t00 Benjamin Peters To: Petaluma City Council City Council Chambers City Hall of Petaluma 11 English Street Petaluma, CA 94952 Dear Sirs: 5.13 - Document Received After Agenda Distribution Monday, January 27th 2020 Re: 890 North McDowell Blvd Residential Project Petaluma, CA (PLMA -18-0006) (APN 137-061-019 As a follow up on the last meeting and information gleaned from neighbor's and the newspapers I tried walking around the property at 890 North McDowell, but was not able to because the pathway was blocked by construction fencing and a section near the railway track that had been taken away and sign(s) indicating no access. I also tried driving into the ongoing construction area around Brody Ranch. Again the "still being built" pathways were blocked for one or more reasons. I did take photographs of the area on the east side of the railway track that had been flooded by the recent rain storms. The area was flooded and various birds (ducks and birds and gander geese) were using the area for a rest stop. Flooding was also present at the site of 890 North McDowell and again bird life was present and using the area for rest and feeding. I was not able to drive over the railway track that crossed Corona Road into the area adjacent to 890 North McDowell to take pictures. I'll assume this is going to be the road access into the proposed construction. Again from a distance at Brody Ranch there was extensive flooding. What will happen when the construction is complete, as I'm sure it will be, but hope not, to any rain run-off into Corona Creek? This area of North McDowell and Corona Road always floods during rain storms. That will probably mean the creek, which runs along both senior parks at 901 and 911 North McDowell, will flood as it did several years, because the water run-off has no where to go. One question, which I know the City Council will not be able to answer at this meeting, is — has any of the council and planning committee members visited this whole construction area in recent weeks? It's a mess, with construction garbage left to fall over to a flooded area, which will eventually get into the Corona Creek. I ask that the City Council, again, fault the owner and developer of this 890 North McDowell site, for inappropriate planning, with no regard for what is happening at this intersection at Corona Road. The road cannot take any more cars and trucks. It will be gridlock at it's worst, The trucks that use the parking area adjacent to 890 North McDowell use their one entrance and exit road 24,17. The only time I have seen no truck parking was a recent Saturday night, One of residents' that lives at Brody Ranch is a good friend and she said that the trucks move in and out of the parking area mostly at night which makes for a very sleepless time. Please do not approve this construction project,. We do not need more housing in this area and certainly no more cars which will result from the project. Muriel A. Truett Petaluma, CA 94954-1342