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Home My WebLink AboutCC Resolution 15360 (Northgate Town Square Project)4860-8066-2782 v1 RESOLUTION NO. 15360 A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL CONDITIONALLY APPROVING A VESTING TENTATIVE SUBDIVISION MAP (TS21-002), MASTER USE PERMIT (UP21-007), ENVIRONMENTAL AND DESIGN REVIEW PERMIT (ED21-024), MASTER SIGN PROGRAM (SP24-002), AND PROJECT-WIDE AFFORDABLE HOUSING AGREEMENT, INCLUDING ASSOCIATED PARCEL-SPECIFIC AFFORDABLE HOUSING AGREEMENTS TO ALLOW FOR REDEVELOPMENT OF THE NORTHGATE MALL TO CREATE A MIXED-USE, PEDESTRIAN- ORIENTED DEVELOPMENT WITH INTERCONNECTIVITY TO SURROUNDING COMMERCIAL AND RESIDENTIAL USES (APNS 175-060-12, 175-060-40, 175-060-59, 175-060-61, 175-060-66 & 175-060-67;) WHEREAS, the Northgate Mall, located at 5800 Northgate Drive, began operation in 1964, underwent major renovations in 1987 to enclose the original open-air design, and was subsequently renovated and altered in 2008; and currently consists of approximately 766,507 square feet of commercial space in multiple buildings plus a movie theater, parking structure and surface parking lots; and WHEREAS, the term “Project” shall mean the Northgate Town Square Project as approved by the City of San Rafael, including Phase 1 (2025) includes operation of 501,941 square feet of commercial space, 864 residential units (87 deed restricted below market rate units affordable to low-income households), and privately owned publicly accessible open space and recreational uses including but not limited to the 56,975 square foot Town Square, 9,604 bicycle hub, and bicycle and pedestrian facilities. Phase 2 (2040) includes operation of 219,380 square feet of commercial space, 1,422 residential units (including 143 deed restricted below market rate units affordable to low-income households); and WHEREAS, the term “Project Site” shall mean the approximately 44.76 acre property commonly known as the Northgate Mall, inclusive of APN #s 175-060-012, -040, -059, -061, -066, and -067; and WHEREAS, in 2017 Merlone Geier Partners purchased the Project Site from The Macerich Company; and WHEREAS, on March 10, 2021, David Geiser, on behalf of Merlone Geier Partners submitted applications to the City of San Rafael Community & Economic Development Department for a Planned Development (PD) Rezoning (ZC21-001), Vesting Tentative Subdivision Map (TS21-002), Master Use Permit (UP21-007), Environmental and Design Review Permit (ED21-024) and associated Density Bonus application, Master Sign Program (SP24-002), and Development Agreement (DA21-001) for the phased redevelopment of the Northgate Mall, into a mixed-use development with retail and residential components, referred to as the Northgate Town Square Project, the Northgate Mall Redevelopment Project, or in this Resolution, simply the “Project”; and WHEREAS, the design and other details of the initially proposed Northgate Mall Redevelopment Project underwent revisions during its consideration by the City, as further described below, culminating in the Revised Project as described below, which Revised Project shall be deemed the “Project” as such term is used herein; and WHEREAS, the application for rezoning to a Planned Development District included a development plan and incorporated the information required pursuant to San Rafael Municipal Code Section 14.07.060; and WHEREAS, during initial review of the application materials, the City of San Rafael determined that the proposed redevelopment constituted a “project” pursuant to Section 15378 of 4860-8066-2782 v1 the California Environmental Quality Act (CEQA) Guidelines; and WHEREAS, the City of San Rafael obtained the services of LSA Associates, Inc. to prepare documentation of the project’s environmental impacts consistent with CEQA; and WHEREAS, on September 14, 2021, the San Rafael Planning Commission and Design Review Board held a Joint Study Session to provide feedback to the applicant regarding the project’s land use and design components; and WHEREAS, on December 9, 2021, a Notice of Preparation (NOP) of an Environmental Impact Report (EIR) was published with the State Clearinghouse, filed with the Marin County Clerk, published on the City of San Rafael website, circulated in the Marin Independent Journal, and mailed to all owners and occupants of properties within a 300-foot radius of the Project Site, commencing a public comment period on the scope and contents of the EIR, extending through January 14, 2022; and WHEREAS, on January 11, 2022, in compliance with local regulations and Section 21083.9 of the CEQA Guidelines, the Planning Commission held a duly noticed public scoping meeting on the NOP to take comments for preparation of the EIR; and WHEREAS, commenters provided verbal comments at the January 11, 2022, scoping meeting and 55 written comments during the NOP comment period; and WHEREAS, comments received in response to the NOP generally related to: project size; consistency with the San Rafael General Plan and other planning and policy documents; residential density and inclusionary housing; visual character, scenic views, and nighttime lighting; archaeological and tribal resources; stability of site soils; water quality, stormwater treatment, and nearby waterways; hazards and hazardous materials; vehicle trips, traffic congestion, vehicle miles traveled (VMT), circulation, emergency access, alternative modes of travel, and parking; air quality and health risks; greenhouse gas emissions, energy consumption, and use of backup energy sources; noise and vibration; public services; parks and recreational services; water supply, infrastructure improvement, and solid waste services; nesting birds, bats, and wildlife corridors; wildfire and emergency evacuation; and cumulative impacts; and WHEREAS, on March 9, 2022, the applicant submitted revisions to the Project application in response to feedback at the joint study session of the Planning Commission and Design Review Board held on September 14, 2021; and WHEREAS, on March 14, 2022, the application was resubmitted to the City of San Rafael Community & Economic Development Department, Planning Division for review; and WHEREAS, on May 17, 2022, the City of San Rafael Design Review Board held a public meeting to provide feedback on the Project, including revisions made to address comments provided at the September 14, 2021, Joint Study Session of the Planning Commission and Design Review Board; and WHEREAS, on November 29, 2022, the Planning Commission conducted a Study Session to provide feedback and comments on revisions made to address Planning Commission, Design Review Board, and community feedback; and WHEREAS, on May 8, 2023, the applicant submitted revisions to the Project application in response to feedback from both the Design Review Board and Planning Commission; and WHEREAS, on July 18, 2023, the Design Review Board held a public meeting to provide feedback on the Project, including revisions made to address comments provided at the preceding study sessions and public meetings; and WHEREAS, on July 21, 2023, the applicant submitted further revisions and refinements to 4860-8066-2782 v1 the Project application; and WHEREAS, on September 6, 2023, the Design Review Board held a public meeting to provide feedback on the Project, including revisions made to address comments provided at the preceding study sessions and public meetings; and WHEREAS, on November 3, 2023, the applicant submitted revisions to the Project application; and WHEREAS, between March 10, 2021, and August 26, 2024, the applicant conducted approximately 40 community outreach meetings with various community groups, organization, and nearby residents to receive feedback about the Project; and WHEREAS, on January 5, 2024 a Notice of Completion (NOC) and Notice of Availability (NOA) of the Draft EIR (DEIR) was filed with the State Clearinghouse, the Marin County Clerk, circulated in the Marin Independent Journal, and mailed to interested persons, property owners and occupants of all properties within the 94903 zip code and to all responsible, trustee and other public agencies, and was published on the City’s website, and made available for a 45-day public comment period, beginning on January 5, 2024 and closing at 5:00 p.m. on February 19, 2024; and WHEREAS, the City prepared and distributed copies of the DEIR in conformance with CEQA, specifically CEQA Guidelines Section 15086, to those public agencies that have jurisdiction by law with respect to the Project and to other interested persons and agencies, and sought the comments of such persons and agencies; and WHEREAS, on January 25, 2024, the City of San Rafael extended the 45-day public comment period on the DEIR for a total of 60 days to March 5, 2024; and WHEREAS, the Planning Commission held a public hearing on February 13, 2024, to consider the DEIR, the purpose of the hearing being to inform the public about the contents of the DEIR and to receive oral comments about the adequacy and accuracy of the DEIR; and WHEREAS, written and oral comments on the DEIR have been received and responses to those comments have been prepared in the form of a Response to Comments Document and Final Environmental Impact Report (“RTC Document”), which together with the DEIR constitutes the FEIR; and, WHEREAS, on June 4, 2024, the applicant submitted a Revised Project to respond to comments received from the Planning Commission, Design Review Board, and members of the public and for evaluation in the RTC Document; and WHEREAS, the Revised Project now is the final version of the Project before the City for consideration and includes a two-phase, mixed-use development, described as the 2025 Master Plan (Phase 1) and 2040 Vision Plan (Phase 2); and WHEREAS, Phase 1 of the Revised Project consists of demolition of approximately 308,946 square feet of existing commercial space, ongoing use of approximately 457,561 square feet of existing commercial space, construction of approximately 44,380 square feet of new commercial space (resulting in approximately 501,941 square feet of net total commercial space), construction of 864 residential units (inclusive of 87 low-income units), construction of an approximately 56,975 square foot Town Square, construction of an approximately 9,604 square foot bike hub with amenities, and construction of other site improvements including but not limited to bicycle and pedestrian facilities, parking areas, fencing, lighting, landscaping, stormwater management areas, and signage; and 4860-8066-2782 v1 WHEREAS, Phase 2 of the Revised Project consists of demolition of another approximately 339,861 square feet of the original existing commercial space, ongoing use of the remaining approximately 117,700 square feet of original existing commercial space plus the approximately 44,380 square feet of new Phase 1 commercial space, construction of approximately 57,300 square feet of additional new commercial space (resulting in approximately 219,380 square feet of net total commercial space), and construction of an additional 558 residential units (inclusive of 56 affordable units); and WHEREAS, at full buildout, the Revised Project includes 219,380 square feet of commercial space, 1,422 residential units (inclusive of 143 units affordable to lower income households), and all site improvements and amenities including the 56,975 square foot Town Square, 9,604 square foot bike hub with amenities, bicycle and pedestrian facilities, parking areas, fencing, lighting, landscaping, stormwater management areas, and signage; and WHEREAS, on June 4, 2024, as part of the Revised Project the applicant withdrew the Development Agreement (DA21-001) application; and WHEREAS, the proposed Planned Development District contains all standards and contents set forth in Section 14.07.100 of the San Rafael Municipal Code; and WHEREAS, on August 26, 2024, Merlone Geier Partners held a Community Open House at the Project Site to engage with the community about the Revised Project; and WHEREAS, the Revised Project is described in the RTC Document, including analysis of any changes in the environmental impacts or feasible mitigation from the original application analyzed in the DEIR; and WHEREAS, as outlined in Chapter 2 of the RTC Document, the Revised Project is determined to not present a substantial modification to the project description as analyzed in the DEIR and therefore does not trigger requirements for recirculation consistent with CEQA guidelines; and WHEREAS, the environmental effects of the Revised Project have been analyzed and compared to the environmental effects presented in the DEIR, and that analysis has been included in the RTC Document, concluding that: a) No new significant environmental impacts not previously identified in the DEIR would result from the Revised Project, and b) No substantial increase in the severity of a previously identified environmental impact has been identified as resulting from the Revised Project, and no additional mitigation measures are necessary to reduce such impacts to a level of insignificance, and c) There is no feasible alternative or mitigation measure considerably different from others previously analyzed in the DEIR that would clearly lessen significant environmental impacts of the Revised Project and that the Project applicant declines to adopt; and WHEREAS, on September 24, 2024, the Planning Commission held a publicly noticed study session to review the Revised Project and provide clarification of the scope of the Project and anticipated milestones; and WHEREAS, the notice of public hearing was published in the Marin Independent Journal on October 12, 2024, posted onsite, and mailed to interested persons, property owners and occupants of all properties within the 94903 zip code, and to all responsible, trustee and other public agencies that commented on the DEIR, informing them of the Planning Commission hearing on October 29, 2024 for recommendation to the City Council, and the RTC Document was released for public review on October 18, 2024; and 4860-8066-2782 v1 WHEREAS, the RTC Document was circulated for more than the required 10-day public review period beginning on October 18, 2024, and extending through City Council consideration, tentatively scheduled for December 2, 2024; and WHEREAS, the City distributed copies of the RTC Document in conformance with CEQA to those public agencies that have jurisdiction by law with respect to the Project and to other interested persons and agencies, and sought the comments of such persons and agencies; and WHEREAS, on October 29, 2024, the Planning Commission held a duly noticed public hearing to consider the FEIR and all Project entitlements, including the Planned Development Rezoning (ZC21-001), Vesting Tentative Subdivision Map (TS21-002), Master Use Permit (UP21- 007), Environmental and Design Review Permit (ED21-024) including the associated Density Bonus application, and Master Sign Program (SP24-002), accepting all oral and written public testimony and the written staff report published in advance of the hearing; and WHEREAS, at the duly noticed public hearing on October 29, 2024, the Planning Commission adopted Resolution No. 24-06, recommending that the City Council certify the FEIR on the basis of its compliance with all requirements of CEQA, and approve findings of fact, a statement of overriding considerations, and a mitigation monitoring and reporting program; and WHEREAS, also at the duly noticed public hearing on October 29, 2024, the Planning Commission adopted Resolution 24-07, recommending that the City Council adopt a Zoning Amendment to establish the Northgate Town Square Planned Development District, approve the associated Northgate Town Square Development Plan, and Rezone the Northgate Mall Property from General Commercial to the Northgate Town Square Planned Development District; and WHEREAS, at the duly noticed hearing on October 29, 2024, the Planning Commission adopted Resolution 24-08 recommending the City Council conditionally approve entitlements for the Northgate Town Square Project including the Vesting Tentative Subdivision Map (TS21-002), Master Use Permit (UP21-007), Environmental and Design Review Permit (ED21-024), and Master Sign Program (SP24-02); and WHEREAS, on November 22, 2024, the City published an Addendum to the RTC Document that included responses to approximately 20 public comment letters received during the public comment period on the DEIR, but which had previously been omitted from the RTC Document; and WHEREAS, the City received additional comment letters regarding the DEIR and the RTC Document prior to the Planning Commission’s October 29, 2024, public hearing and the City prepared responses to those comments in a Supplemental RTC that was also published on November 22, 2024; and WHEREAS, also on November 22, 2024, the City sent additional notification to Sonoma Marin Rail Transit (SMART) and Marin Transit as public agencies that had previously submitted comments on the DEIR in compliance with CEQA requirements, sent at least ten days prior to the City Council’s consideration on the FEIR for certification; and WHEREAS, San Rafael Municipal Code Section 14.02.020 (General rules for applicability of zoning regulations) subsection J states that where a single development project seeks multiple development permit approvals, some of which require Planning Commission approval and others of which may only be approved by the City Council, the Planning Commission shall conduct a public hearing on all such multiple permit applications, together with appropriate environmental documents and shall recommend action to the City Council, which shall have exclusive and final approval authority over such multiple permit applications, and which shall pass on the sufficiency of the appropriate environmental documents related to the applications; and 4860-8066-2782 v1 WHEREAS, San Rafael Municipal Code Section 14.02.020 further states that any finding requirements applicable to the Planning Commission in connection with such multiple permit applications shall be requirements of the City Council and not the Planning Commission; and WHEREAS, notice of public hearing was published in the Marin Independent Journal on November 16, 2024, posted onsite, and mailed to interested persons, property owners, and occupants of all properties in the 94903 zip code, and to all responsible, trustee, and other public agencies that commented on the DEIR informing them of the City Council hearing on December 2, 2024 for consideration of the Project; and WHEREAS, the applicant submitted a revised Sign Program on November 19, 2024, in response to recommendations from the Planning Commission, and said revisions are incorporated into the Project before the City Council for consideration; and WHEREAS, on December 2, 2024, the City Council held a duly noticed public hearing on the proposed project, accepting and considering all oral and written public testimony and the written report of the Community and Economic Development Department; and WHEREAS, on December 2, 2024, at a duly noticed public hearing and by adoption of Resolution No. 15359 the City Council certified the FEIR for the Project; and WHEREAS, on December 2, 2024, at a duly noticed public hearing the City Council introduced Ordinance No. 2043 to approve a Zoning Amendment to establish the Northgate Town Square Planned Development District, approve the Northgate Town Square Development Plan, and rezone the Project Site from General Commercial to the Northgate PD District (hereinafter the “Ordinance”); and WHEREAS, also on December 2, 2024, at a duly noticed public hearing and as part of the introduction of Ordinance No. 2043 the City Council made CEQA Findings of Fact, adopted a Statement of Overriding Considerations, and adopted a Mitigation Monitoring and Reporting Program for the Project; and WHEREAS, as required by San Rafael Municipal Code Sections 15.02.080, 14.22.080, 14.25.090, and 14.19.046, the City Council makes the findings outlined below in support of adoption of a Resolution approving the Vesting Tentative Subdivision Map, Master Use Permit, Environmental and Design Review Permit, and Sign Program in connection with the proposed Northgate Mall Redevelopment Project; and WHEREAS, the Vesting Tentative Subdivision Map is consistent with the Findings outlined in Section 15.02.080 of the San Rafael Municipal Code as follows: A. The proposed map is consistent with the San Rafael General Plan and any applicable, adopted specific plan or neighborhood plan in that: a. The subdivision will facilitate development of a mixed-use pedestrian-oriented development on a site designated Community Commercial Mixed Use in the General Plan. As described in the Land Use Element of the General Plan, mixed use projects that combine housing and commercial uses, such as the Northgate Town Square Project, are encouraged on sites designated Community Commercial Mixed Use. b. The subdivision is consistent with the intent of the North San Rafael Promenade Conceptual Plan as it will result in improved bicycle and pedestrian linkages between the Terra Linda Recreation Center and Lagoon Park at the Marin County Civic Center and includes provisions for amenities such as improved public parks and new plazas. B. The design or improvement of the proposed subdivision is consistent with the San Rafael General Plan and any pertinent, adopted specific plan or neighborhood plan in that: 4860-8066-2782 v1 a. The subdivision improvements support development within the allowable density range (dwelling units per net acre) and non-residential intensity (floor area ratio) limits as specified on Page 3-11 of the General Plan Land Use Element for the Community Commercial Mixed Use designation. Specifically, the permitted residential density range is 21.8 to 43.6 units per net acre and the maximum floor area ratio is 0.3. At buildout, the Project contains 1,422 units and 219,380 square feet of commercial space across 44.76 acres, resulting in a residential density of 31.8 units per net acre, and a floor area ratio of 0.11, each of which are within the respective ranges specified in the General Plan. b. The subdivision improvements are consistent with various General Plan policies and programs contained in the Land Use; Neighborhoods; Community Design and Preservation; Conservation and Climate Change; Parks, Recreation, and Open Space; Safety and Resilience; Mobility; Community Services and Infrastructure; Housing; and Diversity Equity and Inclusion Elements of the General Plan as fully detailed in Exhibit 6 (General Plan Consistency) of the October 29, 2024, Planning Commission Staff Report. c. The subdivision is consistent with the North San Rafael Promenade Conceptual Plan as improvements include modification of the site’s circulation to install pedestrian pathways, bicycle lanes, and multi-modal paths, including a multi-modal path along the northern site boundary which will develop a portion of the North San Rafael Promenade, facilitating improved connections to local and regional greenways, bikeways, and the Marin Civic Center SMART Station. In addition, the subdivision improvements include privately owned, publicly accessible open space, such as a 56,975 square foot Town Square which provides a variety of amenities to the public. C. The property subject to subdivision is physically suitable for the type or density, and the density of development that is proposed in that: a. As discussed above under Finding B, the subdivision will facilitate the Northgate Town Square Project which has been designed consistent with both residential density and non-residential intensity standards for the Community Commercial Mixed Use land use designation as adopted in the San Rafael General Plan. Additionally, under current and proposed zoning regulations, residential density (expressed as the required minimum lot area per dwelling unit) is 1,000 square feet for every 1 unit. On the 1,949,746 square foot site, development of approximately 1,950 residential units would be allowed under current and proposed zoning regulations. At buildout, the site will have 1,422 residential units, which is less than the residential density that could reasonably be accommodated. Therefore, the site is physically suitable to accommodate the type of residential uses, including the density of residential development proposed. b. Under current and proposed zoning regulations, the permitted intensity of commercial development (expressed as floor area ratio) is 0.3. Under both existing and proposed regulations, the 1,949,746 square foot site could accommodate approximately 586,230 square feet of commercial use. Phase 1 of the Project results in 501,941 net square feet of commercial space, and at buildout the Project will contain 219,380 net square feet. Under both Phase 1 and Project buildout (Phase 2), the commercial square footage is less than what would otherwise be permitted. Therefore, the site is physically suitable to accommodate the type of commercial uses, including the intensity of commercial development proposed. c. The proposed mixed-use Project is proximate to existing public transportation infrastructure, including bus stops adjacent to the site and the Sonoma Marin Area 4860-8066-2782 v1 Rail Transit (SMART) Marin Civic Center station, located approximately 0.3 mile from the site. The Project also involves installation of new transportation infrastructure including bicycle and pedestrian pathways within and adjacent to the site. The proximity to existing public transportation and the installation of new bicycle and pedestrian pathways will allow residential, commercial, and recreational users of the site to utilize alternative travel modes to access the site and surrounding goods and services. As such, the site is physically suitable for the type and density of development proposed as it sites a denser, mixed-use Project near public and alternative transportation modes, thereby reducing the reliance on single-occupancy vehicles. D. The design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat in that: a. The site is in an urban area and is currently developed as the Northgate Mall. As stated in Section 6.3.2 (Biological Resources) of the DEIR, the site lacks native plant communities such as wetlands, salt marsh, woodlands, and grassland. In the absence of suitable habitat for any special status plant species, the design and improvements of the subdivision are not likely to cause substantial environmental damage nor injure special-status plants or their habitat. b. The design of the subdivision and proposed improvements will result in removal of mature trees and vacant buildings that could provide habitat for special-status species including the white-tailed kite, pallid bat, and other roosting bats. As conditioned, the Project will implement regulatory compliance measures (see Conditions of Approval 18 through 21) requiring preparation of nesting bird surveys, roosting bat habitat assessments and surveys, roosting bat building exclusion plans, and roosting bat tree protections. As conditioned, the subdivision and proposed improvements are not anticipated to cause substantial environmental damage nor injure wildlife or their habitat. c. The FEIR meets the substantive and procedural requirements of the California Environmental Quality Act (CEQA), including that the Mitigation Monitoring and Reporting Program (MMRP) appropriately identifies mitigation measures to reduce, to the extent feasible, all Project-related environmental impacts to levels below significance, with the exception of significant and unavoidable greenhouse gas emission (GHG) and operation noise impacts. d. Although the Project will result in significant and unavoidable impacts related to greenhouse gas emissions and noise, the City Council adopted a Statement of Overriding Considerations which explains the specific reasons why the social, economic, legal, technical, or other beneficial aspects of the proposed Project outweigh the unavoidable adverse environmental impacts. e. The Project incorporates components to reduce greenhouse gas emissions generated by the Project, including construction being all-electric with the exception of commercial kitchens. While still a significant and unavoidable impact as discussed in the FEIR due to exceeding thresholds established by the Bay Area Air Quality Management District, the Project exceeds local and current Building Code Standards. Additionally, Mitigation GHG-1 in the MMRP adopted by the City Council requires that no natural gas fire pits be included in the Project design. f. Mitigation NOI-2 requires feasible measures to control noise from outdoor HVAC and other equipment affecting Project residents. However, it cannot be verified exactly how effective such feasible measures will be, therefore the FEIR concluded that for 4860-8066-2782 v1 CEQA purposes a significant and unavoidable impact may occur if noise cannot be reduced enough to satisfy the City’s nighttime noise threshold. As discussed in the FEIR, potential noise might still slightly exceed the threshold. The City Council concluded that this risk does not constitute substantial environmental damage for purposes of this finding. E. The design of the subdivision or the type of proposed improvements is not likely to cause serious health problems in that: a. The subdivision and associated mixed-use development Project appropriately locates Residential 1 and Residential 2, which are lower density residential townhome buildings, across from existing single-family residential uses south of the site; Residential 3, which is a higher intensity apartment building is appropriately designed to decrease in scale and height at the nearest point to an existing assisted living facility; and Residential 4, 5, and 6, which are the highest density and intensity residential apartment buildings are sited closer to existing and proposed onsite commercial uses, which are located in proximity to other surrounding commercial uses north of the site. As such, the mixed-use Project provides an appropriate transition between residential and commercial uses and is not likely to cause serious health problems due to the design and type of proposed improvements. a. As proposed and conditioned, the Project will comply with all Building and Fire codes to ensure the health and safety of future onsite residents as well as nearby residential uses. b. The City’s Public Works Department and Las Gallinas Valley Sanitation District have reviewed the drainage and proposed sewer connections for the Project Site and determined that the Project design is consistent with applicable standards, subject to conditions of approval. c. Through implementation of mitigation measures in compliance with the Mitigation Monitoring and Reporting Program (MMRP), environmental impacts of the Project, including those related to public health and safety, will be reduced to less than significant, and the potential risk of nighttime equipment noise slightly exceeding the City threshold does not constitute a serious health problem for Project residents. d. As conditioned, the proposed subdivision will not result in impacts to water quality as an Erosion Control Plan and Stormwater Pollution and Prevention Plan must be implemented prior to any grading or construction work commences on the site. F. The design of the subdivision or the type of proposed improvements will not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision. In this connection, the city may approve the map if it is determined that alternative easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired or secured for public use in that: a. The Project includes quitclaim of some existing easements, retention of existing easements, and establishment of new easements that will, among other purposes, provide public access to and through the site. WHEREAS, the Master Use Permit is consistent with the Findings outlined in Section 14.22.080 of the San Rafael Municipal Code as follows: A. That the proposed use is in accord with the General Plan, the objectives of the Zoning Ordinance, and the purposes of the district in which the site is located in that: 4860-8066-2782 v1 a. The Northgate Town Square Project is in accordance with the Community Commercial Mixed Use General Plan land use designation, which encourages a mix of residential and commercial uses. As proposed, the proposed Master Use Permit would allow for establishment of 1,422 residential units, 219,380 square feet of renovated and new commercial uses, and publicly accessible open space which is consistent with the intent of the General Plan land use designation for the site. b. The overall Northgate Town Square Project is consistent with the General Plan, including various General Plan policies contained in the Land Use; Neighborhoods; Community Design and Preservation; Conservation and Climate Change; Parks, Recreation, and Open Space; Safety and Resilience; Mobility; Community Services and Infrastructure; Housing; and Diversity Equity and Inclusion Elements of the General Plan as fully detailed in Exhibit 9 (General Plan Consistency Analysis) of the December 2, 2024 City Council Staff Report. In addition, the proposed uses are consistent with several General Plan policies related to use including the following: i. The Project focuses a mixed-use development, including new residential development in an area proximate to the Marin Civic Center SMART Station and bus stops (Policy LU-1.3 Land Use and Climate Change). ii. The Project at buildout proposes a residential density of 31.8 units per acre, within the established range for the Community Commercial Mixed Use Land Use Designation, which provides for a residential density between 21.8 to 43.6 units per net acre (Policy LU-1.8 Density of Residential Development; Program LU-1.8B Minimum Densities). iii. The Project, at buildout, proposes a non-residential intensity (floor area ratio) of 0.11 where 0.3 is the established intensity for the Community Commercial Mixed Use Land Use Designation (Policy LU-1.10 Intensity of Non- Residential Development). iv. The Project includes for-sale townhomes and rental apartments at a range of affordability levels, unit types, and unit sizes (Policy LU-3.3 Housing Mix). v. The Project will strengthen the role of the North San Rafael Town Center as an attractive, thriving heart for the North San Rafael community as it includes a mix of for-sale and rental housing options of various sizes, will update the site with existing and new commercial uses, and includes publicly accessible open space, including a 56,975 square foot Town Square with a variety of amenities (Policy NH-4.2 North San Rafael Town Center). vi. The Project includes a 56,975 square foot Town Square which will provide a day-to-day public outdoor gathering space as well as provide a public space that supports community activities and entertainment such as periodic arts and cultural events. The Project also includes provisions for outdoor patio dining, a children’s play area within the Town Square, and other uses that provide outdoor seating (Program NH-4.2B Outdoor Gathering Places). vii. As proposed and conditioned, the Project will improve access between the site and surrounding area through installation of pedestrian and bicycle paths throughout the Project Site, installation of a multi-modal path along the Las Gallinas Avenue frontage, and through a financial contribution of $500,000 that will be used to support improved access from the site to the Civic Center Sonoma Marin Area Rail Transit Station located at 3801 Civic Center Dr (Policy NH-4.4 Transportation Safety and Accessibility). viii. The Project Site is located in an urbanized and built-up area, surrounded by development of varying density and intensity. Though the Project will increase building heights on the site, it is appropriate for and respects the context of 4860-8066-2782 v1 the surrounding area. The Project design improves the appearance and function of the North San Rafael Town Center as it includes redevelopment of an underutilized site and strengthens the identity of the surrounding neighborhoods through provisions for lower density and intensity residential uses proximate to areas where this land use pattern is part of the existing character of the surrounding neighborhoods (Residential 1 and 2 include townhomes across from single-family residences), and focuses denser residential, mixed-use, and commercial buildings proximate to existing commercial uses (Policy CDP-1.2 Natural Features; Policy CDP-1.5 Views; Program CDP-1.5A Evaluating View Impacts; Policy CDP-2.1 Neighborhoods, Districts, and Centers) ix. The Project integrates privately owned, publicly accessible open space and associated amenities throughout the site. As proposed and conditioned, these spaces will be operated in such a way that they are continually maintained, remain safe and attractive, and contribute positively to the community. x. The Project includes redevelopment of the Northgate Mall into a mixed-use community and includes bicycle lanes, pedestrian pathways, and multi-modal facilities around the entirety of the site’s boundaries and throughout the Project Site. In addition, the Project includes various pedestrian and bicycle amenities that encourage access to the site by walking or biking, consistent with the intent of the North San Rafael Promenade Conceptual Plan. (Policy CDP-3.7 Greenways) xi. The Project includes provision of two types of open space, including privately owned, publicly accessible open space (Town Square, bicycle and pedestrian paths, Bike Hub Plaza, Corner Monument Rest Stops) and private open space as part of each residential parcel (pools, BBQ areas, private patios, etc.), and as proposed and conditioned these open space areas will be maintained throughout Project operation. (Policy CDP-4.6 Open Space in Multi-Family Housing) xii. The Project is within the development assumed for the Project Site in the General Plan and Housing Element. Additionally, the Project will contribute new, privately owned, publicly accessible recreational space on the Project Site (e.g., the Town Square), and therefore would increase the amount of publicly-accessible recreational space within San Rafael. The increased residential and commercial development was anticipated in the General Plan and proposed parks within the City were identified to maintain 4.09 acres of parkland per 1,000 residents, therefore the Project does not introduce the need for additional publicly owned parkland. (Policy PROS-1.2 Per Capita Acreage Standard) xiii. The Project includes a variety of privately owned, publicly accessible open space with a variety of amenities for gathering. Additionally, each residential building includes useable open space including but not limited to courtyards, roof decks, and private patios and balconies. (Policy PROS-1.11 Urban Parks and Plazas, Policy PROS-1.13 Recreational Facilities in Development Projects) xiv. The Project is within the development potential anticipated by the General Plan. As proposed and conditioned, the Project can be adequately served by existing community services and infrastructure. (Policy CSI-3.2 Mitigating Development Impacts; CSI-4.2 Adequacy of City Infrastructure and Services; CSI-4.8 Potable Water Supply and Delivery; CSI-4.9 Wastewater Facilities; CSI-4.17 Reducing Landfilled Waste Disposal) 4860-8066-2782 v1 xv. The Project includes a mixed use development proximate to existing transit opportunities including busses providing local and regional access and the Marin Civic Center SMART station. The Project applicant has also committed to contributing $500,000 to help fund improvements between the Project Site and the SMART station. The Project also includes a variety of sustainable design elements such as all-electric residential construction in exceedance of CalGreen. (Policy H-3.5 Housing and Greenhouse Gas Emissions; Policy H-3.6 Sustainable Design) xvi. The Project includes construction of onsite affordable housing that meets the City’s Primary and Secondary Requirements detailed in the Affordable Housing Guidelines. As conditioned, affordable units will be deed restricted in perpetuity, unless otherwise reduced by the City Council. (Policy H-4.3 Affordable Housing Requirements) xvii. The Project includes construction of on-site affordable housing for low- income households. As proposed, the Project includes construction of 143 affordable housing units, of which, 14 will be for-sale townhomes, and 129 will be available for rent. (Policy EDI-3.2 Affordable Housing Development) xviii. An affordable housing regulatory agreement must be recorded against the entire Project Site within ten (10) days following the effective date of the Ordinance (“Project-Wide Affordable Housing Agreement,” attached hereto and incorporated herein by this reference as Exhibit D. The Project-wide Affordable Housing Agreement requires the Project to comply with San Rafael Municipal Code Chapter 14.16 (“BMR Ordinance”) and the City of San Rafael Guidelines for Administration of the Affordable Housing Requirement Program (Resolution No. 14890, or (“Guidelines”). The BMR Ordinance and Guidelines require the Applicant to provide ten percent (10%) of the total number of units in the Project as affordable to low-income households, earning no more than 80% AMI. The project-wide affordable housing agreement requires the property owner to comply with the BMR Ordinance and Guidelines and allows parcels to be released from the project-wide agreement once parcel-specific affordable housing agreement and declaration of restrictive covenants is recorded on that parcel. The parcel- specific agreement will specify the precise number of affordable units required on said parcel and also includes standard restrictive covenants including restrictions on maximum income levels, rent, income verification, auditing, and default provisions c. The Northgate Town Square Project includes a rezone of the site from General Commercial to Planned Development. As introduced by the City Council on December 2, 2024, and provided in detail above, the PD is consistent with the land use and property development contained in Chapter 14.07 of the Zoning Ordinance, and all findings required under Section 14.07.090 can be made in the affirmative. B. The proposed use, together with the applicable conditions of approval, will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity, or to the general welfare of the city in that: a. The proposed uses contained within the Northgate Town Square Project, together with conditions of approval, will not be detrimental to the public health, safety and general welfare or materially injurious to properties or improvements in the vicinity, or to the general welfare of the city as the proposed use of the site implements the General Plan and conforms with applicable City standards. Furthermore, an Environmental Impact Report was prepared for the Project and includes all feasible mitigation measures to reduce impacts to a less-than-significant level. Additionally, a 4860-8066-2782 v1 statement of overriding considerations has been adopted which weighs the benefits of the Project with the significant and unavoidable environmental impacts, and as proposed and conditioned all feasible mitigation measures will be implemented to reduce to the extent possible, those significant and unavoidable impacts. C. The proposed use complies with each of the applicable provisions of the zoning ordinance in that: a. As fully detailed in Exhibit 7 (Zoning Consistency Analysis) of the December 2, 2024 City Council Staff Report, the uses contained in the Northgate Town Square Project, as proposed and conditioned, comply with all applicable provisions of the Zoning Ordinance, including those contained in Chapters 14.07 (Planned Development District), 14.16 (Site and Use Regulations), 14.18 (Parking Standards), 14.19 (Signs), 14.22 (Use Permits), 14.25 (Environmental And Design Review Permits), And 14.27 (Amendments). WHEREAS, The Environmental and Design Review Permit is consistent with the Findings outlined in Section 14.25.090 of the San Rafael Municipal Code as follows: A. That the Project design is in accord with the general plan, the objectives of the zoning ordinance and the purposes of this chapter in that: a. The Northgate Town Square Project is in accordance with the Community Commercial Mixed Use General Plan land use designation, which encourages a mix of residential and commercial uses. As proposed, the development of 1,422 residential units and 219,380 square feet of renovated and new commercial uses, is within the residential density and commercial intensity established for the site. b. The overall Northgate Town Square Project is consistent with the General Plan, including various General Plan policies contained in the Land Use; Neighborhoods; Community Design and Preservation; Conservation and Climate Change; Parks, Recreation, and Open Space; Safety and Resilience; Mobility; Community Services and Infrastructure; Housing; and Diversity Equity and Inclusion Elements of the General Plan as fully detailed in Exhibit 9 (General Plan Consistency Analysis) of the December 2, 2024 City Council Staff Report. In addition, the proposed uses are consistent with several General Plan policies related to use of the site in that: i. The Project proposes a residential density of 31.8 units per net acre which is within the established range for the Community Commercial Mixed Use Land Use Designation, which provides for a residential density between 21.8 to 43.6 units per net acre (Policy LU-1.8 Density of Residential Development; Program LU-1.8B Minimum Densities). ii. The Project, at buildout, proposes a non-residential intensity (floor area ratio) of 0.11 where 0.3 is the established intensity for the Community Commercial Mixed Use Land Use Designation (Policy LU-1.10 Intensity of Non- Residential Development). iii. The Project includes establishment of the Northgate Town Square Planned Development District, which allows flexible design standards on a site that is greater than five aces (Policy LU-1.15 Planned Development Zoning). iv. The Project includes a variety of building types, scales, and heights and utilizes concessions and waivers permitted by State Density Bonus Law, allowing for a maximum building across the site of 78-feet (Policy LU-1.17 Building Heights). v. The Project will enhance the existing site by upgrading the appearance of buildings, improving landscaping and outdoor spaces, providing community 4860-8066-2782 v1 services, providing multi-use pathways, and incorporating appropriate transitions between existing residential development south of the site and taller, denser residential buildings and commercial buildings to the north (Policy LU-3.2 New Development in Residential Neighborhoods). vi. As conditioned the applicant will be required to maintain the property in good condition, including conditions of approval related to ongoing maintenance of landscaped areas in parking lots, stormwater facilities operations and maintenance, and waste and recycling maintenance for commercial and residential uses. (Policy LU-3-4 Property Maintenance; Policy LU-3.4B Conditions of Approval). vii. The Project will maintain North San Rafael’s character as an attractive, suburban community with a strong sense of community identity through provisions for commercial, residential, open spaces, and amenity uses located in a central and easy to access location (Policy NH-4.1 North San Rafael). viii. The Project will strengthen the role of the North San Rafael Town Center as an attractive, thriving heart for the North San Rafael community as it includes a mix of for-sale and rental housing options of various sizes, will update the site with existing and new commercial uses, and includes publicly accessible open space, including a 56,975 square foot Town Square with a variety of amenities (Policy NH-4.2 North San Rafael Town Center). ix. The Project Site is located in an urbanized and built-up area, surrounded by development of varying density and intensity. Though the Project will increase building heights on the site, it is appropriate for and respects the context of the surrounding area. The Project design improves the appearance and function of the North San Rafael Town Center as it includes redevelopment of an underutilized site and strengthens the identity of the surrounding neighborhoods through provisions for lower density and intensity residential uses proximate to areas where this land use pattern is part of the existing character of the surrounding neighborhoods (Residential 1 and 2 include townhomes across from single-family residences), and focuses denser residential, mixed-use, and commercial buildings proximate to existing commercial uses (Policy CDP-1.2 Natural Features; Policy CDP-1.5 Views; Program CDP-1.5A Evaluating View Impacts; Policy CDP-2.1 Neighborhoods, Districts, and Centers) x. The Project includes approximately 324,870 square feet of landscaped areas and approximately 329,142 square feet of usable open space. These areas are dispersed along the public right-of-way, along site boundaries, lining pedestrian and bicycle pathways, and throughout surface parking areas and advance goals related to walkability as the landscaped and open space areas provide an environment that is conducive to walking and biking. (Policy CDP- 3.3 Landscape Design in Public Rights-of-Way; Policy CDP-3.5 Street Trees) xi. The Project has been through an iterative process and incorporates design- related feedback received from the public, neighborhood groups, organizations, and the City’s Planning Commission and Design Review Board. As detailed in Exhibit 7 (Design Guidelines Consistency Analysis) of the October 29, 2024 Planning Commission Staff Report, the Project is consistent with the City’s adopted Residential and Non-Residential Design Guidelines. (Policy CDP-4.1 Design Guidelines and Standards; Policy CDP- 4.5 Higher Density Design) xii. Large scale apartment and mixed-use buildings (Residential 4, 5, and 6) offer the highest residential density and building intensity on the site and are 4860-8066-2782 v1 appropriately located away from existing, low density and intensity residential uses and nearer to existing and proposed commercial uses and parking areas. These larger scale buildings provide a variety of architectural elements such as towers, courtyards, and awnings to create visual interest. (Policy CDP-4.7 Larger Scale Buildings) xiii. Residential townhomes (Residential 1 and Residential 2) are strategically located across from single-family residential uses south of the site and are in harmony with these uses in scale and intensity. Residential 3 is located north of an existing assisted living facility (known as AlmaVia of San Rafael) and incorporates sensitive scale and height transitions through the use of a variety of architectural features that break up the massing and ensure harmony with the character of this existing use. (Policy CDP-4.8 Scale Transitions) xiv. The Project includes surface parking lots and parking garages throughout the site. Parking areas are appropriately designed to include trees and other landscaping to minimize large expanses of pavement, screen parking areas from the street, and parking areas are designed to provide a clear path of travel to building entrances. The Project also includes multi-use pathways for use by pedestrians and bicyclists throughout the Project Site and as required by Project mitigation measures and conditions of approval, sight lines at Project driveways will remain uninhibited through compliance with specific provisions related to plantings and other improvements proximate to driveways. (Policy CDP-4.9 Parking and Driveways) xv. The Project includes installation of variety of trees, shrubs, grasses, groundcovers, and stormwater treatment species. Irrigation will be provided by municipal recycled water for all landscaping, as well as low water use practices (e.g., drip irrigation and smart controllers that track weather patterns and adjust irrigation run times accordingly). Additionally, green infrastructure techniques would be used to treat and infiltrate stormwater runoff from the Project Site. (Policy CDP-4.10 Landscape Design) xvi. As proposed and conditioned, the Project complies with zoning code regulations related to lighting, and the lighting design is complementary to the proposed building and landscape design. (Policy CDP-4.11 Lighting) xvii. As proposed and conditioned, the Project complies with zoning code regulations related to lighting. (C-1.19 Light Pollution) xviii. The Project will reduce impervious surface on the Project Site as compared to existing conditions through the introduction of increased landscaping and reduced surface parking, and also includes bioretention basins that will reduce and filter runoff. Additionally, as a standard condition of approval, the Project will be required to implement best management practices to control runoff throughout Project construction. (Policy C-3.2 Reduce Pollution from Urban Runoff; Policy C-3.3 Low Impact Development) c. The Northgate Town Square Project includes a rezone of the site from General Commercial to Planned Development. As introduced by City Council Ordinance No. 2043, the PD is consistent with the land use and property development contained in Chapter 14.07 of the Zoning Ordinance, and all findings required under Section 14.07.090 were made in the affirmative. B. The Project design is consistent with all applicable site, architecture and landscaping design criteria and guidelines for the district in which the site is located in that: a. As fully detailed in Exhibit 7 (Zoning Consistency Analysis) of the December 2, 2024 City Council Staff Report, the design of the Northgate Town Square Project, as 4860-8066-2782 v1 proposed and conditioned, complies with all applicable site, architecture, and landscaping design criteria provisions of the Zoning Ordinance, including those contained in Chapters 14.07 (Planned Development District), 14.16 (Site and Use Regulations), 14.18 (Parking Standards), 14.19 (Signs), and 14.25 (Environmental and Design Review Permits). Additionally, the proposed design is consistent with the City of San Rafael design guidelines for residential and non-residential development, as fully detailed in Exhibit 10 (Design Guidelines Consistency Analysis) of the December 2, 2024, City Council Staff Report. C. The Project design minimizes adverse environmental impacts in that: a. As proposed and conditioned, the Project complies with all applicable standard regulations intended to minimize adverse environmental impacts. Additionally, as fully detailed in the Northgate Mall Redevelopment FEIR, the Project is required to comply with a variety of Mitigation Measures, which have been identified to reduce or offset potential environmental impacts. Although the FEIR identifies some significant and unavoidable impacts, all feasible mitigation measures have been imposed on the Project and a statement of overriding considerations has been adopted that weighs the benefits of the Project with the significant and unavoidable environmental impacts. D. The Project design will not be detrimental to the public health, safety or welfare, nor materially injurious to properties or improvements in the vicinity in that: a. The Northgate Town Square design, together with conditions of approval, will not be detrimental to the public health, safety and general welfare or materially injurious to properties or improvements in the vicinity, as the proposed use of the site implements the General Plan and conforms with applicable City standards. Furthermore, an Environmental Impact Report was prepared for the Project and includes all feasible mitigation measures to reduce impacts to a less-than-significant level. Additionally, a statement of overriding considerations has been adopted which weighs the benefits of the Project with the significant and unavoidable environmental impacts, and as proposed and conditioned all feasible mitigation measures will be implemented to reduce to the extent possible, those significant and unavoidable impacts. 1. The Sign Program is consistent with the Findings outlined in Section 14.19.046(D) of the San Rafael Municipal Code as follows: A. All of the signs contained in the program have one or more common design elements such as placement, colors, architecture, materials, illumination, sign type, sign shape, letter size and letter type; a. The sign program provides a range of compatible color and font types for tenants to choose from as well as the option for circular or rectangular blade signs that are internally illuminated. All non-tenant signs, such as banners and wayfinding signs have common design elements including fonts and placement of the Northgate Town Square logo. All free-standing pylon, monument, and wayfinding signs also have common design elements, including use of natural stone, painted aluminum with push-though acrylic lettering, a unifying Northgate Town Square logo, and back-lit illumination. B. All of the signs contained in the program are in harmony and scale with the materials, architecture, and other design features of the buildings and property improvements they identify, and the program is consistent with the general design standards specified in Section 14.19.054; and 4860-8066-2782 v1 a. All signs contained in the Northgate Town Square Sign Program are in harmony and scale with the materials, architecture, and design features of the overall Northgate Town Square development. Specifically, Project identification, monument, and wayfinding signs contain stone accents that are compatible with retail and mixed-use buildings containing stone, and brick siding. The size of individual tenant building signs is based on the length of the corresponding tenant frontage, which ensures that signs are in scale with the overall buildings. Additionally, the Sign Program is consistent with the general design standards specified in Section 14.19.054 of the Zoning Ordinance in that: i. The design of signs is an integral part of, compatible with, and complements the design of the buildings and improvements on the Northgate Town Square site; signs are compatible with the character and design of signs in the immediate neighborhood of the site; the Sign Program encourages creative and unique design; the Sign Program utilizes an existing logo to create consistency and familiarity between the existing Northgate Mall and the proposed Project; and the Sign Program utilizes sans serif fonts which creates a sense of simplicity and clarity, and complements the overall modern architectural styles of the Northgate Town Square Project. ii. Signs permitted in the Sign Program are appropriate for the site and allows individual tenants to choose between wall-mounted signs with individual letters or blade signs in a circular or rectangular format; the Sign Program includes both monument and pylon signs throughout the site at primary entrances and are in harmony and scale with the materials, architecture, and other design features of the buildings and property improvements; the amount and placement of signage contained in the program is in scale with the Northgate Town Square site and associated improvements, as well as the immediately surrounding area. iii. The Sign Program allows for a range of colors in the purple, blue, green, yellow, and neutral palettes which provides for flexibility in design and creativity; all signs will be reviewed as part of individual tenant sign permits which will allow for review to ensure overall compatibility and to ensure contrasting colors are used to maximize legibility; sign materials are compatible with building materials used onsite, such as stone and brick veneer siding used on residential, commercial, and mixed-use buildings, metal railings used on apartment buildings balconies, and aluminum fence materials used in conjunction with commercial uses; and as conditioned, any sign materials, such as the glass face and etched metal pattern materials used for pedestrian wayfinding are required to include a matte finish or to be a non-glare surface. C. The amount and placement of signage contained in the program is in scale with the subject property and improvements, as well as the immediately surrounding area in that: a. The proposed pylon and monument signs are in scale with the overall Northgate Town Square Project as they provide clear identification of the site through use of uniform signage at primary intersections and entrances. Some Project identification signs will be repurposed from the existing Northgate Mall and are appropriately located proximate to commercial uses on the site. As proposed, pylon and monument signs are not located across from existing single-family residences, which is in keeping with the character of residential areas. b. Vehicular and pedestrian wayfinding signage measures between 7- and 9-feet, which is compatible with the purpose of the signage as it is large enough to easily identify while 4860-8066-2782 v1 traveling through the site by car or by foot, but is not so large that it is out of scale with the overall Project. c. The amount and placement of tenant signs is in scale with the overall Northgate Town Square Project. The Sign Program sets forth different regulations for multi- and single- tenant building signs, where multi-tenant buildings are permitted a smaller sign area (1 square foot of signage for every linear foot of frontage with a public entrance) and single- tenant buildings are permitted a larger sign area (1.5 square feet of signage for every linear foot of frontage with a public entrance). This ensures overall compatibility with building architecture as multi-tenant buildings will be permitted lesser sign area to ensure building facades are not overpowered by out oversized signage, and single tenant building are permitted more sign area to ensure signage is appropriately integrated with the overall architectural features of the building. NOW THEREFORE BE IT RESOLVED, by the City Council as follows: 1. The above recitals are hereby declared to be true and correct and are incorporated into the resolution as findings of the City Council. 2. The potential environmental impacts of the Northgate Town Square Project were fully analyzed in the Northgate Mall Redevelopment Project FEIR (SCH# 2021120187) containing all the requirements of CEQA Guidelines Section 15132, inclusive of the DEIR, RTC Document, Addendum to the RTC Document, Supplemental RTC, references, appendices, and all attachments thereto. On December 2, 2024, the City Council approved Resolution No. 15359 certifying the FEIR. 3. The Zoning Amendment to rezone the Project Site from General Commercial to the Northgate Town Square Planned Development and approve the Northgate Town Square PD Development Plan was introduced by the City Council on December 2, 2024, as Ordinance No. 2043. 4. As part of the introduction of Ordinance No. 2043 the City Council adopted Findings of Fact regarding potentially significant effects of the Revised Project, adopted a Statement of Overriding Considerations consisting of the City’s findings and determination regarding the Revised Project’s benefits as compared to its significant and unavoidable effects, and adopted a Mitigation Monitoring and Reporting Plan (Exhibit Ai) to ensure that all feasible mitigation measures which serve to reduce environmental impacts of the Revised Project as recommended by the FEIR are fully implemented. 5. The proposed Vesting Tentative Subdivision Map, Master Use Permit, Environmental and Design Review Permit, and Sign Program each is in general conformity with the San Rafael General Plan 2040 in that it is consistent with the Community Commercial Mixed Use land use designation and will allow for the phased redevelopment of the Project Site into a mixed-use project containing commercial, residential, and public amenity uses. BE IT FURTHER RESOLVED, that the City Council does hereby approve the Vesting Tentative Subdivision Map (TS21-002), as contained in Exhibit B subject to the conditions set forth in Exhibit A. The Vesting Tentative Subdivision Map approves the subdivision of six existing lots into 24 new lots, retention of existing utility and access easements, abandonment of existing utility and access easements, and establishment of new utility and access easements established as part of the phased redevelopment of the existing approximately 45-acre Project Site into a mixed use development known as the Project. Approval is pursuant to the Subdivision Map Act and Title 15 of the San Rafael Municipal Code. 4860-8066-2782 v1 BE IT FURTHER RESOLVED, that the City Council does hereby approve the Master Use Permit (UP21-007), subject to the conditions set forth in Exhibit A. The Master Use Permit approves operation of uses established as part of the phased redevelopment of the existing approximately 45-acre Project Site into a mixed-use development known as the Project. All uses approved through the Master Use Permit shall be in accordance with the Northgate Town Square Planned Development district. BE IT FURTHER RESOLVED, that the City Council does hereby approve the Environmental and Design Review Permit (ED21-024) subject to the conditions set forth in Exhibit A. The Environmental and Design Review Permit approves demolition and construction activities associated with the phased redevelopment of the existing approximately 45-acre Project Site into a mixed-use development known as the Project. BE IT FURTHER RESOLVED, that the City Council does hereby approve the Master Sign Program (SP24-02), subject to the conditions set forth in Exhibit A. The Master Sign Program, attached hereto and incorporated herein by this reference as Exhibit C, approves a coordinated sign approach to all signs, including both commercial tenant identification and wayfindings, within the Project and consistent with approved plans. BE IT FURTHER RESOLVED, that the City Council does hereby approve the Project-Wide Affordable Housing Agreement, attached hereto and incorporated herein by this reference as Exhibit D, including all exhibits and attachments to said Agreement. The City Council does hereby authorize the City Manager and City Attorney to make non-substantive modifications to the Project-Wide Affordable Housing Agreement and attachments, should such modifications be necessary and appropriate prior to execution of the Agreement or any attachments. EFFECTIVE DATE. This Resolution, and all entitlements, rights, agreements and approvals authorized by this Resolution, shall not become effective, and shall be of no force and effect until the effective date of the Ordinance. SEVERABILITY. If any term, provision, or portion of these findings or the application of these findings to a particular situation is held by a court to be invalid, void or unenforceable, the remaining provisions of these findings, or their application to other actions related to the Project, shall continue in full force and effect unless amended or modified by the City. I, LINDSAY LARA, CLERK of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly adopted by the City Council of the City of San Rafael, Marin County, California, at a regular meeting, held on the 2nd day of December 2024, by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Hill, Kertz, Llorens Gulati & Mayor Kate NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None LINDSAY LARA, City Clerk 4860-8066-2782 v1 EXHIBIT A: Conditions of Approval Exhibit Ai MMRP Exhibit Aii POPA Exhibit EXHIBIT B: Vesting Tentative Subdivision Map EXHIBIT C: Master Sign Program EXHIBIT D: Project-Wide Affordable Housing Agreement Exhibit Di: Legal Description Exhibit Dii: Rental Units Exhibit Diii: For Sale and Condo Units 1 General Terms and Standard Conditions The following are general terms and standard conditions that apply to each severable entitlement of the Northgate Town Square Project, hereby the “Project”: the Vesting Tentative Subdivision Map (TS21-002), Master Use Permit (UP21-007), Environmental and Design Review Permit (ED 21-024), and Master Sign Program (SP24-02) 1.For purposes of these Conditions of Approvals, the following terms shall have the following meanings: •“Director” shall mean the Director of the Community and Economic Development Department •“Building permit” shall mean any permit required for construction related activities on a structure including permits for building, foundation, or superstructure, but excluding demolition permits. •“Site development permit” shall mean any permit required for earth-disturbing activities, including, permits for grading, excavation, shoring, utilities, demolition, site preparation, or any other permits required for earth-disturbing activities, but excluding building permits. •“Applicant” shall mean Merlone Geier Partners, LLC and/or any successor in interest. •“Property Owner(s)” shall mean MGP XI Northgate, LLC and/or any successor in interest. •“Project” shall mean the Northgate Town Square Project as approved by the City of San Rafael and including Phase 1 (2025) and Phase 2 (2040). Phase 1 (2025) includes operation of 501,941 square feet of commercial space, 864 residential units (87 deed restricted below market rate units affordable to low- income households), and privately owned publicly accessible open space and recreational uses including but not limited to the 56,975 square foot Town Square, 9,604 square foot bicycle hub, and bicycle and pedestrian facilities. Phase 2 (2040) includes operation of a total of 219,380 square feet of commercial space, a cumulative total of 1,422 residential units (including 143 deed restricted below market rate units affordable to low-income households). •“Project Site” shall mean the approximately 44.76 acre property commonly known as the Northgate Mall and encompassing the Project as represented on Sheet SD-12 of the approved plan set. Inclusive of APN #s 175-060-012, -040, -059, -061, -066, and -067. •“Privately Owned Publicly Accessible Open Space” or “POPA” shall mean privately owned publicly accessible open space provided as part of the Project, not including private open space for exclusive use of the residential and residential-mixed use parcels, and inclusive of the Town Square, Bike Hub, Exhibit A: Conditions of Approval 2 Restaurant Entry Plaza, and Corner Monument Rest Stops, the locations of which are depicted on Exhibit ii. 2.The conditions of Project approval set forth herein include certain fees, dedication requirements, reservation requirements and other exactions. Pursuant to Government Code Section 66020(d)(1), these conditions constitute written notice of the statement of the amount of such fees and a description of the dedications, reservation, and other exactions. You are hereby notified that the 90-day period in which you may protest those fees, the amount of which has been identified herein, dedications, reservations, and other exactions required in connection with the instant approvals has begun. If you fail to file a protest complying with all the requirements of Section 66020, you will be legally barred from later challenging such exaction. 3.In accordance with Government Code Section 66006(e), the Applicant is hereby notified of the right to file with the City Clerk: (a) a request for an audit of the City’s development impact fees in accordance with Government Code Section 66023; and (b) a written request for mailed notices of the City’s public meetings to review annual reports of development impact fees under Government Code Section 660066(b)(1). 4.At the times (e.g., building permit) provided for in the City’s fee ordinances, the applicant shall pay all applicable City Development Impact fees. 5.Prior to the approval of any Final Map applicable to a particular portion of the Project Site, the applicant shall pay the applicable Parkland Dedication Fee, as defined by Government Code Section 66477 and set forth in SRMC Chapter 15.09. Said Parkland Dedication Fee shall be based on the number of residential units proposed on parcels associated with each Final Map in accordance with the formula for calculating said fee in SRMC Chapter 15.09. The project does not qualify for any credit for privately owned publicly accessible open space such as the Town Square, consistent with SRMC Section 15.09.055. The fee will be calculated by the City based upon the adopted formula set forth in SRMC 15.09.040. 6.Prior to issuance of any/each building permit, the applicant shall verify for the City that it has paid all third party-outside agency fees applicable to such portion of the Project, including but not limited to any school fees, water capacity fees, and sewer capacity fees. 7.Unless a condition includes a different time for payment, the applicant shall pay all applicable City fees prior to the issuance of each building permit. 8.All Conditions of Approval shall be printed on the second sheet of each plan set submitted for a building permit. Additional sheets may also be used if the second sheet is not of sufficient size to list all of the conditions. The sheet(s) containing 3 the conditions shall be of the same size as those sheets containing the construction drawings; 8-1/2” by 11” sheets are not acceptable. 9. Development of the Project and Project Site shall adhere to and be subject to all mitigation measures set forth in the certified Environmental Impact Report (EIR) and adopted Mitigation Monitoring and Reporting Program (MMRP) pursuant to City Council Resolution No. 15359 and Ordinance No. 2043. The timing and method of compliance with all mitigation measures shall be as specified in the MMRP. The MMRP is attached hereto and incorporated herein by this reference. 10. The applicant shall ensure compliance with all conditions of approval, including submittal to the project planner of required approval signatures at the times specified. Failure to comply with any condition may result in construction being stopped, issuance of a citation, and/or modification or other remedies. 11. All information and representations, whether oral or written, including the building techniques, colors, materials, elevations, and overall appearance of the project, as presented at the Planning Commission meeting dated October 29, 2024, City Council meeting dated November 18, 2024, and as presented in project plans as outlined below shall be the same as required for the issuance of a building permit, except as modified by these conditions of approval. Minor modifications or revisions to the project shall be subject to review and approval by the Director. Modifications deemed not minor by the Director may require review and approval as an amendment to the approved project entitlements including the Master Use Permit (UP21-007), Environmental and Design Review Permit (ED21-024), and/or Master Sign Program (SR24-002), as applicable. Final Maps shall, pursuant to standards set forth in the Subdivision Map Act, substantially conform to Vesting Tentative Subdivision Map (TS21-002). a. Northgate Town Center Development Waste and Recycling Plan, prepared by Recycling & Waste Solutions (RWS), dated July 11, 2023, b. Northgate Town Square Project Description 2024, prepared by Merlone Geier Partners, Document ID 156095944.10, received June 4, 2024 c. Northgate Town Square Density Bonus Application, prepared by Merlone Geier Partners, Document ID 156003267.8, received June 4, 2024 d. Northgate Town Square Redevelopment Plans, dated June 4, 2024 i. Site Design (Sheets SD-1 to SD-16), prepared by Merlone Geier Partners ii. Retail Architecture (Sheets RT-1 to RT-50), prepared by Field Paoli Architects iii. Residential Architecture (Sheets RE-1 to RE-103), prepared by Studio T Square iv. Landscape Architecture (Sheets L-1 to L-62), prepared by Urban Arena v. Civil Engineering (Sheets C-0.1 to C-5.29), prepared by CSW/Stuber-Stroh Engineering Group, Inc. vi. Lighting Design (Sheets LT-1 to LT-4), prepared by Oculus Light Studio 4 e.Northgate Town Square Master Sign Program, prepared by Merlone Geier Partners and Romero Thorsen Design, revisions dated November 19, 2024 f.Northgate Town Square Fire Access Plan, prepared by Merlone Geier et. al (Sheets FIRE-1 to FIRE-15), dated August 15, 2024. 12.Approved use and/or construction is subject to, and shall comply with, all applicable City Ordinances and laws and regulations of other governmental agencies. Prior to any construction, tenant improvement or installation of signage, the applicant shall identify and secure all applicable permits from the Community and Economic Development Department, Public Works Department, and other affected City divisions and departments. 13.Consistent with the City of San Rafael Municipal Code Section 8.13.050.A, construction hours on private property shall be limited to 7:00 a.m. to 6:00 p.m. Monday through Friday and 9:00 a.m. to 6:00 p.m. on Saturdays. Construction shall not be permitted on Sundays or City-observed holidays. Construction activities shall include delivery of materials, hauling materials off-site; startup of construction equipment engines, arrival of construction workers, playing of radios and other noises caused by equipment and/or construction workers arriving at, or working on, the site. 14.Any construction work, including on-street traffic control, is subject to review and approval through the Department of Public Works Encroachment Permit process. Truck routes are submitted to review and approval through Department of Public Work’s Transportation Permit process and shall comply with City of San Rafael Municipal Code Chapter 5.52. 15.At least two weeks prior to initiating any construction activities (for each component of the project), the Applicant shall post weatherproof signs at the Project Site. This notice shall at a minimum provide the following information to the public: a.Project Liaison’s name and contact information (phone and email) b.Date construction work is expected to commence c.A brief project description d.The expected construction duration of the particular component of the project noted. These signs shall be posted at the project site for the duration of the project in a location easily visible to the public. The locations, contents and font size of these signs are subject to approval of the Director. The Project Liaison shall also record all complaints received and actions taken in response, and submit written reports of such complaints and actions to the Director on a quarterly basis 16.Consistent with SRMC Section 8.13.050, the Property Owner or Applicant shall post a sign at all entrances to the construction site prior to commencement of construction, for the purpose of informing all contractors and subcontractors, their 5 employees, agents, and all other persons at the construction site, of the basic requirements of SRMC Chapter 8.13 (Noise). Said sign(s) shall be posted in a conspicuous place visible from the public right-of- way near the entrance to the job site, at least five feet above ground level, and shall be of a white background, with legible black lettering, which lettering shall be a minimum of one and one-half inches in height. Said sign shall read as follows (or as consistent with other hours approved by the City Council): CONSTRUCTION HOURS Includes any and all deliveries Monday – Friday 7:00 a.m. to 6:00 p.m. Saturday 9:00 a.m. to 6:00 p.m. Sunday/Holiday Prohibited NOISE LIMITS Noise level at any point outside of the construction property plane shall not exceed ninety (90) dBA. 17. If potential human remains, cultural, archaeological or paleontological resources are encountered during the course of construction applicant shall comply with City Council Resolution 10980, Mitigation Measures CUL-1a, CUL-1b, CUL-1c, TCR- 1a, and TCR-1b, and applicable state law. 18. Regulatory Compliance Measure 1: Nesting Bird Surveys. If construction, grading, or other project-related construction activities are scheduled during the nesting season, February 1 to September 1, a focused survey for active nests shall be conducted by a qualified biologist within 7 days prior to the beginning of project- related activities. If an active nest is found, the qualified biologist shall delineate a no-work-zone buffer distance around the nest that is site and species specific using high visibility fencing or flagging. The buffer distance shall be specified to protect the bird’s normal behavior and prevent nesting failure or abandonment. No work shall occur within the no-work zone until the nest is no longer active as determined by a qualified biologist. If a lapse in project-related work of 7 days or longer occurs, another focused survey shall occur before project work is reinitiated. 19. Regulatory Compliance Measure 2: Roosting Bat Habitat Assessment and Surveys. Prior to any building demolition or tree removal, a qualified biologist shall conduct a habitat assessment for bats. A qualified bat biologist shall have at least 2 years of experience conducting bat surveys that resulted in detections for 6 relevant species, such as pallid bat, with verified project names, dates, and references, and experience with relevant equipment used to conduct bat surveys. The habitat assessment shall be conducted no more than 15 days prior to tree removal or building demolition and shall include a visual inspection of potential roosting features (e.g., cavities, crevices in wood and bark, exfoliating bark, suitable canopy for foliage roosting species, attics, eaves). If suitable habitat trees or buildings are found, or bats are observed, Regulatory Compliance Measures BIO-3 and BIO-4 shall be implemented. 20.Regulatory Compliance Measure 3: Roosting Bat Building Exclusion Plan. If the qualified biologist identifies buildings scheduled for demolition as potential bat habitat, then building demolition shall not occur until either (1) a qualified biologist conducts night emergence surveys or completes visual examination of roost features that establishes absence of roosting bats, or (2) an appropriate bat eviction and exclusion plan has been approved by the City of San Rafael and implemented. The City of San Rafael shall seek the California Department of Fish and Wildlife’s input on the exclusion plan. The plan shall: (a) recognize maternity and winter roosting season as vulnerable seasons for bats and require exclusion outside of these times, generally between March 1 and April 15 or September 1 and October 15; (b) identify suitable areas for excluded bats to disperse or require installation of appropriate dispersal habitat, such as artificial bat houses, prior to project activities and include an associated management and monitoring plan with implementation and funding; and (c) include a requirement that exclusion materials shall be re-evaluated for effectiveness by the qualified biologist up to 2 weeks prior to building demolition. 21.Regulatory Compliance Measure 4: Roosting Bat Tree Protections. If the qualified biologist identifies potential bat habitat trees, then tree trimming and tree removal shall not proceed unless the following occurs: (1) a qualified biologist conducts night emergence surveys or completes visual examination of roost features that establish absence of roosting bats, or (2) tree trimming and tree removal occur only during seasonal periods of bat activity, from approximately March 1 through April 15 and September 1 through October 15, and tree removal occurs using the two-step removal process. Two-step tree removal shall be conducted over two consecutive days. The first day (in the afternoon), under the direct supervision and instruction by a qualified biologist with experience conducting two-step tree removal, limbs and branches shall be removed by a tree cutter using chainsaws only; limbs with cavities, crevices or deep bark fissures shall be avoided. The second day the entire tree shall be removed. 22.The applicant shall submit a Construction Management Plan (CMP) for review and approval by the City prior to issuance of first site development permit for each construction area (e.g., on-site parcel(s) or building site(s), or off-site improvement construction area). The construction management plan shall include, at a minimum, the following information: 7 a. All materials and equipment shall be staged on-site, unless otherwise approved. b. Designated contact information of contractor. Project Liaison contact information that is to be posted on site in case of noise or other construction- related complaints. c. A statement that the project shall conform to the City’s Noise Ordinance (Chapter 8.13. of the San Rafael Municipal Code), including provisions outlined in condition no. 16 above. d. Traffic control plan to address on-site and off-site construction traffic. e. Statement that no construction truck traffic shall encroach into any of the surrounding residential neighborhood streets at any time. f. Location of construction trailers on-site and location of construction worker parking on-site, unless otherwise approved. g. Acknowledgement that the project sponsor shall be required to repair any roadway damage created by the additional construction truck traffic. h. A screened security fence approved by the City shall be placed and maintained around the perimeter of construction areas within the Project and removed upon issuance of certificate of occupancy. i. Proposed construction phasing, schedule of work, and approximate timeline. j. In the event that the CMP is conflicting with any conditions imposed by the grading permit for the project, the more restrictive language or conditions shall prevail. k. Mass grading shall occur between April 15 through October 15, unless otherwise approved in writing by the Department of Public Works. l. A demonstration of compliance with the following Construction Noise Best Management Practices, including: i. Utilize the best available and factory approved noise control techniques (e.g. improved mufflers, use of intake silencers, ducts, engine enclosures, and acoustically attenuating shields or shrouds) on stational and mobile construction equipment and vehicles. ii. Require the contractor to use impact tools (e.g. jack hammers and hoe rams) that are hydraulically or electrically powered wherever possible. Where the use of pneumatic tools is unavoidable, an exhaust muffler on the compressed air exhaust shall be used along the external noise jackets on the tools. iii. Locate stationary equipment such as generators and air compressors as far as feasible from nearby noise‐sensitive uses. iv. Locate stockpiling as far as feasible from nearby noise‐sensitive receptors. v. Limit construction traffic —to the extent feasible—to haul routes approved in advance of issuing building permits by the City. vi. Require the telephone numbers of the contractor that are assigned to respond in the event of a noise or vibration complaint to be displayed on construction signs posted at the construction site. If the authorized contractor’s representative receives a complaint, he/she shall investigate, take appropriate corrective action, and report the action to the City. 8 vii.Post signs at the job site entrance(s), within the on‐site construction zones, and along queueing lanes (if any) to reinforce the prohibition of unnecessary engine idling. All other equipment shall be turned off if not in use for more than 5 minutes. viii. Limit the use of noise‐producing signals, including horns, whistles, alarms, and bells, to safety warning purposes only, to the extent feasible. The construction manager shall use smart backup alarms, which automatically adjust the alarm level based on the ambient noise level or switch off back‐ up alarms and replace with human spotters in compliance with all safety requirements and laws. 23.Prior to issuance of the first site development permit for each construction area (e.g., on-site parcel(s) or building site(s), or off-site improvement construction area), a pre-construction meeting shall be held, including representatives from the applicant and the City to review the CMP and including applicable conditions and mitigation measures. The pre-construction meeting shall include, but not be limited to, discussion of the following: a.General Contractor to review planned construction schedule and present overall approach to construction b.General Contractor to review traffic control plan to address on-site and off-site construction traffic c.Verification of certification that all 50 horse power or greater diesel-powered equipment are powered with California Air Resources Board (CARB)-certified Tier 4 Final engines in accordance with Mitigation Measure AIR-3a. d.Verification that temporary noise barriers or shrouds are to be installed in accordance with Mitigation Measure NOI-1. e.Review of BAAQMD Basic Construction Mitigation Measures per Mitigation Measure AIR-2. f.Verification of the location where the designated contact information for the contractor and Project Liaison are to be clearly posted so as to be clearly readable from the public right-of-way as required by condition no. 15. 24.Prior to the issuance of the first site development permit on any parcel within the Project, the Applicant shall provide a plan that demonstrates how existing tenants to remain in operation during Project construction will maintain adequate emergency services access, parking and parking lot circulation, and pedestrian, bicycle, and transit access. The plan shall ensure each building maintains the following: a.Adequate site access (vehicular and pedestrian/bicycle) b.Adequate parking c.Access to transportation facilities d.Access to POPA areas that have been installed consistent with executed POPA agreements e.Adequate fire protection access f.Utility services 9 In approving the plan, the Community and Economic Development Director and Public Works Director may consider the historical vehicular and pedestrian connections between the Project Site and adjacent properties and the location of driveway entrances and exits. The Applicant shall ensure improvements to remain, or any new improvements required in the approved plan, are maintained in a safe condition for use by vehicles, pedestrians, and bicyclists for as long as the improvements are needed to serve affected buildings until the Project is completed. 25.Prior to the issuance of each building permit for the Project, the Applicant shall submit documentation of compliance with all applicable conditions of approval on the plans or in supporting documents for review and approval of the Public Works and Community Development Departments. 26.Applicant or permittee shall defend, indemnify, and hold harmless the City of San Rafael or its elected and appointed officials, agents, officers, and employees from any claim, action, or proceeding brought by a third party against the City of San Rafael or its elected and appointed officials, agents, officers, or employees to attack, set aside, void, or annul an approval of the Planning Commission, the City Council, the Director, or any other department, committee, or agency of the City concerning a development, variance, permit or land use approval; provided, however, that the Applicant’s or permittee’s duty to so defend, indemnify, and hold harmless shall be subject to the City promptly notifying the Applicant or permittee of any said claim, action, or proceeding and the City’s full cooperation in the Applicant’s or permittee’s defense of said claims, actions, or proceedings. With respect to VTSM and final map approvals only, this condition may be limited by Government Code Section 66474.9. 27.If any term, provision, or portion of these conditions or the application of these conditions to a particular situation is held by a court to be invalid, void or unenforceable, the remaining provisions of these conditions, or their application to other actions related to the Project, shall continue in full force and effect unless amended or modified by the City. 28.All of the conditions contained herein shall run with the land comprising the Project Site and shall be binding upon, and shall inure to the benefit of the Applicant and its heirs, successors, assigns, devisees, administrators, representatives and lessees, unless otherwise expressly provided herein. Upon transfer, sale, or assignment of all or any portion of the Project Site to another owner, the Applicant shall be released from its obligations pursuant to these Conditions of Approval with regard to the transferred, sold, or assigned property that arise or accrue subsequent to the effective date of the transfer, sale and/or assignment. 29.No later than ten days after Ordinance No. 2043 (a Zoning Amendment (ZC21- 001) to establish the Northgate Town Square Planned Development (PD) District, approve the Northgate Town Square Development Plan, and rezone the 44.76 10 acre Northgate Mall Property from General Commercial to the Northgate PD District) becomes effective, the City Clerk shall record with the Marin County Recorder a copy of these conditions of approval. Vesting Tentative Subdivision Map (TS21-002) Conditions of Approval 30. The Vesting Tentative Subdivision Map (hereinafter the “VTSM”) (TS21-002) approves the subdivision of six existing lots (APNs 175-060-12, -40, -59, -61, -66, and -67) into 24 new lots, retention of existing utility and access easements, abandonment of existing utility and access easements, and establishment of new utility and access easements established as part of the phased redevelopment of the existing 45-acre site containing the Northgate Mall into a mixed-use development, known as Northgate Town Square (“Project”). 31. All Final Maps shall be in substantial conformance with the VTSM and project plans submitted on June 4, 2024, approved by the City Council on December 2, 2024 by Resolution No. 15360, and in conformance with applicable conditions of approval and mitigation measures. Final Maps may be submitted and recorded in multiple phases. 32. Notwithstanding any vesting conferred by the VTSM, pursuant to Government Code Section 66498.1(c), the City may deny a building permit, approval, extension, or entitlement if it determines any of the following: (1) a failure to do so would place the residents of the subdivision or the immediate community, or both, in a condition dangerous to their health or safety or both; or (2) the condition or denial is required in order to comply with state or federal law. 33. Concurrent with the submittal of each phased Final Map the applicant shall submit the adopted Mitigation Monitoring Fee deposit ($5,713) to cover the City’s costs (including without limitation staff time and consultant fees) to review compliance with conditions of project approval relating to reduction in environmental impacts identified in the project Environmental Impact Report. All staff time shall be billed to the deposit and any additional hours shall be paid by the applicant at the fully burdened hourly rate within 30 days of receipt of invoice. 34. The Applicant shall enter into a reimbursement agreement with the City and provide a deposit in an amount reasonably required by the City to fund the City’s third-party plan review fees prior to start of review(s). This may include, but not limited to, fees associated with the review of fire protection and alarm systems, traffic, civil engineering, geotechnical engineering, and surveying aspects of future project submissions. All staff time shall be billed to the deposit. 35. The Applicant shall provide a deposit to fund the City’s third-party inspection activity during construction of the project. Inspections are required for activities including, but not limited to, on-site fire protection and fire alarm system 11 inspections, grading, traffic, drainage, and encroachment into the public-right-of- way. All staff time shall be billed to the deposit. 36.No Final Map within the Project site will be approved by the City until the Applicant demonstrates, to the reasonable satisfaction of the City Engineer, that all requirements set forth in these Conditions of Approval applicable to such Final Map are completed including: a.Each Final Map is prepared in accordance with the applicable requirements of the San Rafael Municipal Code, applicable State and Federal laws, and the VTSM. b.Consistent with SRMC Section 15.10.020.b, the Applicant shall dedicate a minimum 10-foot wide Public Utility Easement (PUE) within the Property, for the installation, repair, use, operation, and maintenance of other public or private utilities such as electric, gas, telephone, cable TV, and others. Larger public or private utility structures may require additional PUE “bump outs” to accommodate the structures. The Subdivider shall coordinate with the respective owner(s) of the utilities including but not limited to PG&E, AT&T, and Comcast, for the design and installation of these utilities within the Property. Engineering design and construction details of these utilities must be prepared as part of the joint utility trench plans to be submitted for City’s review. c.Subdivider shall submit documentation for establishment of any new easements for utilities. d.Subdivider shall submit documentation for vacation or abandonment of existing easements that are to be abandoned. 37.As part of its submittal for an Encroachment Permit consistent with SRMC Chapter 11.04, the Applicant shall include requisite approvals from Las Gallinas Valley Sanitary District for the Northgate Sewer Trunk Line upgrade. 38.Prior to issuance of the first building permit for the Project, the Applicant shall provide requisite approvals from Marin Municipal Water District for extension of purple pipe through the Project Site. 39.Improvement Plans submitted for city approval shall show purple pipe from off-site connections into the project site as necessary to connect each landscape area and building as required to comply with condition nos. 136 and 137. 40.The conditional approval of the VTSM shall confer a vested right to proceed with development in substantial compliance with the city of San Rafael ordinances, policies and standards adopted and in place on the date the VTSM application has been deemed complete, as described in Section 66474.2 of the Subdivision Map Act. 41.Prior to the first residential certificate of occupancy, the applicant shall upsize the Northgate Trunk Sewer line in coordination with the Las Gallinas Sanitary District (also refer to Mitigation Measure UTL-1). 12 42. Upon submittal of any Final Map, the Applicant shall include proposed street names for all private streets within such Final Map which shall be subject to review and approval by the Community and Economic Development Department, Fire Department, Police Department, and Public Works Department. 43. Concurrently with each Final map applicant shall grant easements for public access, subject to conditions, to the private streets and pathways (including Multi- modal Class 1 bike lane, Class II bike lanes, Multi-modal shared paths, Multi-modal path with class II bike lane, Class III bike lanes, Bike parking, and Enhanced transit stops) within and around the Project Site and assign maintenance and repair obligations to the property owner. 44. Prior to recordation of any Final Map, Conditions, Covenants, and Restrictions (CC&Rs) shall be submitted for review and approval by the Community and Economic Development Department and the City Attorney’s Office. These rules shall be consistent with the City’s zoning code and any applicable design and development standard in the Northgate Town Square PD District Standards. The CC&Rs shall include provisions for maintenance and repair of the POPA improvements (Town Square, Bike Hub, Restaurant Entry Plaza, Western Entry Rest Stop, and Eastern Entry Rest Stop). The CC&Rs shall name the City as an intended third party beneficiary to the CC&Rs as they relate to the POPA improvements and further provide that those provisions cannot be amended or otherwise modified without the City’s written consent in its reasonable discretion. 45. CC&Rs shall include stormwater treatment measure reporting provisions to provide required data to Department of Public Works to meet County reporting requirements. 46. CC&Rs shall be enforced by the subdivision owners association and/or other party with responsibility and authority for regulating the site. 47. All easements and restrictions shall be recorded by map and deed in accordance with the provisions of Section 15.10.040 (Recordation of easements and restrictions) of the San Rafael Municipal Code. 48. Transit stop improvement on Lot 7 and as shown in approved project plans shall be completed concurrently with adjacent frontage improvements. The applicant shall coordinate with the respective transit agency operators for the design, construction, and installation of transit stop improvements. Engineering design and construction details of the improvement shall be submitted for City review. The applicant shall dedicate a public access easement for the bus stop. The bus stop shall be maintained by the property owner. 49. All bicycle connectivity improvements as shown on approved Sheets L-3 and L-38 shall be completed/installed concurrently with adjacent connectivity improvements and/or building construction. The design of bike parking/storage adjacent to the public right-of-way shall be submitted to the City for review. The applicant shall 13 dedicate a public access easement for bike parking/storage directly adjacent to the existing public rights-of-way, including at the two identified transit stops (Los Ranchitos and Las Gallinas), within the entry rest areas at the corner of Northgate Drive and Las Gallinas and adjacent to Residential 4 at Los Ranchitos and Merrydale, and Class II bike parking adjacent to Los Ranchitos near Residential 3 and 4. 50.The applicant shall record each Final Map with the Marin County Recorder’s Office prior to the issuance of the first building permit or site development permit for any parcel that is subject to the Final Map. 51.Prior to any Final Map approval, the applicant shall enter into a Subdivision Improvement Agreement which shall provide subdivision improvement plans, prepared by a California registered civil engineer, to meet all requirements set forth for the Final Map filing, as set forth in SRMC Title 15 (Subdivisions) as amended herein, and shall include the following: a.The improvement plans shall show all existing and proposed site improvements and shall conform to the preliminary improvement plans submitted and approved with the VTSM. b.Applicable security to cover the cost of construction and installation of the improvements, consistent with SRMC Section 15.11.060. c.The improvement plans shall show vertical and horizontal alignments of roadway. d.The typical street sections shall be incorporated into the improvement plans in accordance with the approved VTSM. e.All improvements within the development must comply with all applicable requirements of the Americans with Disabilities Act (ADA). f.The onsite traffic circulation and parking plan shall be subject to approval of the City Traffic Engineer and Fire Marshal. g.The improvement plans shall show all proposed and existing utilities. All utilities within the development shall be underground. h.Prior to acceptance of the final map, provide a letter from the respective utility companies: i. Confirming availability and ability to provide services. ii.Review of plans and map for inclusion of easements. iii.Providing requisite documentation for recycled water infrastructure to serve the Project iv.Providing requisite documentation for the upsizing of the Northgate Sewer Trunk Line. 52.Prior to first building permit or site development permit issuance for each construction area (e.g., on-site parcel(s) or building site(s)), storm drain profiles detailing the connections between the private property and City storm drain pipe shall be required to ensure the proposed connections do not conflict with existing 14 infrastructure. Connection to the City storm drain pipe shall be made through a manhole or inlet structure, unless otherwise approved. 53.Minimum storm drain pipe size in the public right-of-way is 12” HDPE. Blind connections to an existing storm drain pipe are not permitted. Prior to issuance of first building permit or site development permit for each construction area (e.g., on- site parcel(s) or building site(s)), drainage drawings shall be provided showing that new structures will be provided at connections to the existing storm drain system and that the minimum pipe size in the public right-of-way will be 12” HDPE. 54.This project includes more than 5,000 square feet of total impervious area replacement and creation and therefore is considered a regulated project. The following documents shall be provided in accordance with the Marin County Stormwater Pollution Prevention Program (MCSTOPPP) requirements: a.Stormwater Control Plan – A written document/report and exhibit to accompany the plan set used primarily for municipal review to verify compliance with stormwater treatment requirements and SRMC Section 9.30.151. (Provide prior to issuance of the first site development permit for each construction area (e.g., on-site parcel(s) or building site(s), or off-site improvement construction area).) b.Stormwater Facilities Operations and Maintenance (O&M) Plan – A written document/report and exhibit outlining facilities on-site and maintenance activities and responsibilities for property owners. (Provide prior to issuance of the first site development permit for each construction area (e.g., on-site parcel(s) or building site(s), or off-site improvement construction area).) c.Stormwater Facilities Operations and Maintenance Agreement – A formal agreement between the property owner and the City that shall be recorded with the property deed prior to issuance of a certificate of occupancy. (Provide prior to issuance of the first certificate of occupancy within each construction area (e.g., on-site parcel(s) or building site(s)).) 55.Prior to first site development permit issuance for the Project, a hydrology and hydraulic study with drainage layout shall be submitted to ensure adequate on-site and off-site infrastructure exists. The hydrology study shall include hydrology and hydraulic calculations for the 10-year storm frequency for pre- and post- construction conditions and demonstrate the proposed development does not increase drainage flow/runoff into the public storm drain system. No increase in runoff due to the proposed development shall be allowed. 56.Prior to first building permit issuance for the Project, the project geotechnical engineer shall review the proposed bioretention planter designs for the project to determine whether the designs meet the geotechnical recommendations regarding lining of stormwater drainage swales to address expansive soil conditions. Refer to Mitigation Measure GEO-1 for more information. 15 57.Prior to first building permit issuance for the Project, a design-level geotechnical report shall be prepared in accordance with Appendix F of the San Rafael General Plan and Mitigation Measure GEO-2. 58.Prior to issuance of the first building permit for each construction area (e.g., on- site parcel(s) or building site(s)), the applicant shall provide a plan review letter from the geotechnical engineer of record confirming that the project drawings are in conformance with their recommendations. 59.Prior to start of construction, the applicant shall obtain a grading permit from the Department of Public Works and ensure compliance with SRMC Section 15.06.110. 60.Prior to issuance of first site development permit, an Erosion Control Plan and Stormwater Pollution Prevention Plan (SWPPP) and applicable WDID number shall be submitted in accordance with Sections 15.06.110(c) and 15.06.110(d) of the San Rafael Municipal Code and as required by applicable state regulations. 61.Prior to issuance of the first building permit or site development permit for each construction area (e.g., on-site parcel(s) or building site(s), or off-site improvement construction area), the applicant shall submit a separate set of drawings detailing the frontage improvements in the public right-of-way (ROW) adjacent to the proposed development for Department of Public Works review and approval as part of the application for an encroachment permit (e.g., sidewalks, pavement restoration, driveway approach, lighting). Frontage improvements shall be designed in accordance with City of San Rafael design standards and reference Marin County Uniform Construction Standards (UCS) where applicable. At a minimum, frontage improvements shall include all improvements shown on the preliminary improvement plans submitted and approved with the VTSM. 62.Prior to issuance of the first building permit or site development permit for each construction area (e.g., on-site parcel(s) or building site(s), or off-site improvement construction area), the applicant shall submit a photometric analysis for driveways and bicycle and pedestrian access areas and areas of public easements within or adjacent to such construction area on the project site. Depending on the results of the photometric analysis, lighting improvements may be required to be constructed by the applicant. 63.All backflow preventers, fire department connections (FDC), electrical transformers, and other above ground utility structures shall be placed on private property. 64.Pursuant to SRMC Chapter 11.04, prior to any commencement of any work within the public right-of-way or obstruction of any part of the public right-of-way, an Encroachment Permit shall be obtained from the Department of Public Works. 16 65. All public streets and sidewalks that are impacted by the grading and construction operation for the project shall be kept clean and free of debris at all times to the satisfaction of the Director of Public Works. 66. Consistent with Section 15.06.040 of the SRMC, access over private rights-of-way shall require adoption of easements for public access, subject to conditions, as part of the Final Map approval. 67. The design and construction of all site alterations shall comply with the 2022 California Fire Code or current edition of the California Fire Code that has been adopted by the City of San Rafael, current NFPA Standards, and all applicable City of San Rafael Ordinances and Amendments. 68. The fire apparatus access roadway must conform to all provisions in CFC Section 503 and Appendix D. 69. On site fire hydrants will be required. Residential model: Clow 950. Commercial Model: Clow 960. The Prevention Bureau will identify the locations. 70. Fire lanes must be designated; painted red with contrasting white lettering stating, “No Parking Fire Lane” A sign shall be posted in accordance with the CFC Section 503.3 and to the satisfaction and approval of the San Rafael Parking Services Division. 71. Contact the Marin Municipal Water District (MMWD) to plan for the water supply serving the fire protection systems. Master Use Permit (UP21-007) Conditions of Approval 72. This Master Use Permit (UP21-007) approves operation of uses established as part of the phased redevelopment of the existing approximately 45-acre site containing the Northgate Mall into a mixed-use development, known as the Project. Uses approved through this Master Use Permit shall be in accordance with the Northgate Town Square Planned Development (PD) District approval (ZC21-001). 73. At issuance of first Building Permit, this Master Use Permit (UP21-007) shall supersede, void and nullify the existing Master Use Permit previously approved for the Project Site and all conditions associated with that approval. 74. Consistent with SRMC Section 14.22.10, any change to a condition of approval associated with the Master Use Permit or change to the operation of a use that would affect a condition of approval shall be considered an amendment to the approved Master Use Permit and shall be considered at the discretion of the City Council as the original hearing body. 75. Notwithstanding condition no. 74, pursuant to SRMC Section 14.22.150, the Director may review and approve minor amendments to the Master Use Permit, 17 which are within the limits of the approved Northgate Town Square Planned Development District and the development standards contained therein and considered minor, noncontroversial, and will not alter the basic function of the approved uses under the Master Use Permit. 76. In accordance with SRMC Section 14.22.180, this Permit shall become effective on (date) and shall be valid for a period of two (2) years from the date of final approval. The Permit shall expire and become null and void if prior to the expiration date: (a) a complete building permit application is not submitted to the City; or (b) a time extension is not applied for. 77. Consistent with SRMC Section 14.22.130, the Master Use Permit approval shall run with the land and shall continue to be valid whether or not there is a change of ownership of the site or structure to which it applies. 78. Temporary uses not consistent with provisions and performance standards in the Northgate Town Square PD District shall be subject to review and approval by the Zoning Administrator, subject to all performance standards and findings contained in the Northgate Town Square PD District approval and in Section 14.17.130 of the San Rafael Municipal Code. 79. Consistent with General Plan Program NH-4.2D: Farmers Market of the General Plan, the applicant shall coordinate with the Agricultural Institute of Marin (AIM) or successor organization to consider operation of a Farmers Market at the privately owned, publicly accessible Town Square. 80. Prior to the issuance of the first residential building permit for the Project, the applicant shall pay the applicant agreed-to contribution of $500,000 toward City completion of the Merrydale path to connect the Project to the Civic Center SMART Station. In the event the Merrydale path is not approved by the City or another governmental agency, such contribution shall be applied toward other off-site transportation improvements in the vicinity of the Project Site. 81. Consistent with the Northgate Town Square PD zoning district and approved development plan, new drive-through facilities are approved on Pad 2 (2025) and Pad 4 (2040) and have been designed consistent with provisions in SRMC Section 14.16.110. Additional analysis may be required to evaluate traffic, queueing, or equivalent for any specific tenants with anticipated volume that exceeds stacking for 12 cars to ensure that available stacking lanes are adequate to serve the anticipated drive-through volumes. Such analysis shall be reviewed and approved at the discretion of the Community and Economic Development Director and Public Works Director unless changes to layout and design is determined to a be a major modification of the approved Development Plan or Environmental and Design Review Permit. 18 82. Drive-through lanes on Pad 2 (2025) and Pad 4 (2040) shall maintain the minimum stacking lane length for restaurant uses as specified in Section 14.16.110 of the San Rafael Municipal Code. 83. Drive-through lanes shall be maintained to ensure overflow from the stacking lane does not spill onto major circulation aisles of the adjacent parking lots. 84. All outdoor eating areas within the Project shall meet the following standards: a. All outdoor eating areas shall be consistent with the approved Development Plan and associated Northgate Town Square PD District Standards and the approved Environmental and Design Review Permit b. The area inside the outdoor eating area, the adjacent areas outside of the eating area, and all appurtenances related thereto, shall be steam cleaned or pressure washed on a quarterly basis, and shall be maintained in good repair and in a clean and attractive condition as determined by the Director. 85. Commercial vehicular and bicycle parking shall be available for common use across the site and shall be made available to patrons of all commercial uses, with no restrictions or reserved parking for specific tenants, except for any spaces approved by the Director for the exclusive use of special orders (e.g., pick-up orders) for drive-throughs operated by future tenants of Pad 2 (2025) or Pad 4 (2040). 86. Commercial spaces and parking areas shall be kept clear of litter at all times and shall be the joint responsibility of all tenants, property owners, and/or the association of property owners. 87. All commercial uses shall have a dedicated space for refuse containers that shall be clearly identified on plans for building permits. 88. Commercial waste and recycling shall be managed consistent with the approved Northgate Town Center Development Waste and Recycling Plan, prepared by Recycling & Waste Solutions (RWS), dated July 11, 2023. 89. The Project includes privately owned publicly accessible (“POPA”) open space and improvements as shown in the approved Development Plan. Prior to issuance of the first Building Permit or site development permit for any construction area (e.g., on-site parcel(s) or building site(s)) located adjacent to one or more POPAs, the locations of which are depicted on Exhibit ii, the Applicant shall execute, acknowledge and deliver to the City for recordation in the Official Records, a POPA Agreement for such POPA or POPAs. Project POPAs include: (1) Town Square, (2) Bike Hub, (3) Restaurant Entry Plaza, (4) Western Entry Rest Stop, and (5) Eastern Entry Rest Stop (each individually, a “POPA Improvement”; collectively the “POPA Improvements”). 90. The conceptual POPA open space design for the Town Square located on Lot 1 includes approximately 56,975 square feet of privately owned publicly accessible 19 open space and the following minimum elements and design features, as such elements and features are shown in the approved Development Plan: a. Pavilion structure with stage and pedestrian promenade b. Dog Park c. Playground including amenities for toddlers d. Open lawn area e. Seating Areas f. Watch screen g. Trees h. Decorative paving 91. Prior to issuance of any building permit or site development permit for the Town Square, revised plans shall include the following modifications: a. The playground amenities shall include an area specific to toddler aged children b. A drinking fountain shall be included in the Town Square c. A shade structure shall be incorporated into the playground area 92. The conceptual POPA open space design for the Bike Hub located on Lot 23 includes approximately 9,604 square feet of common area and the following minimum elements and design features, as such elements and features are shown in the approved Development Plan: a. Bike fix it hub b. Seating areas c. Umbrellas d. Bike racks e. Trees f. Retractable bollards will be located in a drive aisle between Lot 23 and Lot 1 and although not technically within the 9,604 square foot Bike Hub area they are a required element to be installed concurrently with the development of the Bike Hub. 93. The conceptual POPA open space design for the Restaurant Entry Plaza located on Lot 21 includes approximately 8,984 square feet of common area and the following minimum elements and design features, as such elements and features are shown in the approved Development Plan: a. Seating areas b. Benches c. Bike rack d. Trees 94. The conceptual POPA open space design for the West Entry Rest Stop located on Lot 9 includes approximately 2,093 square feet of common area and the following 20 minimum elements and design features, as such elements and features are shown in the approved Development Plan: a. Benches b. Bike racks c. Pet waste area d. Unique paving e. Trees 95. The conceptual POPA open space design for the East Entry Rest Stop located on Lot 5 includes approximately 508 square feet of common area and the following minimum elements and design features, as such elements and features are shown in the approved Development Plan: a. Benches b. Pet waste area c. Drinking fountain d. Unique paving e. Trees 96. All POPA Improvements shall be maintained by the Applicant to the standards set forth in the POPA agreements. 97. The POPA agreements shall include the following minimum maintenance standards: a. Signage shall be installed for all common use outdoor areas identifying the hours for public access. b. Property owner(s) and/or the association of property owners shall be responsible for security of the POPA areas. c. POPA Improvements shall be kept clear of litter at all times and shall be the responsibility of the property owner(s) and/or the association of property owners. 98. Development of each POPA Improvement shall occur concurrent with development of the construction area (e.g., on-site parcel(s) or building site(s)) located adjacent to such POPA Improvement as depicted on Exhibit No. ii which is attached hereto and incorporated herein by reference and are as follows: a. Town Square and Bike Hub (which shall be developed concurrently) – Lots 1 and 23; b. Restaurant Entry Plaza – Lot 21; c. Corner Monument Rest Stop (Northgate Drive and Las Gallinas Avenue) – Lot 9; and d. Corner Monument Rest Stop (Las Gallinas Road across from Merrydale Road) – Lot 5/6. 21 99. Completion of each POPA Improvement shall occur prior to issuance of any certificate of occupancy for development within a construction area (e.g., on-site parcel(s) or building site(s)) located adjacent to such POPA Improvement as depicted on the attached Exhibit No. ii, and described in condition no. 89. 100. Consistent with condition no. 75 above, minor modifications to the minimum elements and design features for each POPA Improvement may be approved by the Director. 101. An encroachment permit shall be required for those portions of the walkways/pathways that run along the entirety of the Project frontage that are located on public property. 102. POPA Improvements shall be made available to the public in perpetuity for public purposes during agreed upon operating hours, subject to Property Owner’s and its agents’ right to exclude the public and/or temporarily limit access to, and use of, the POPA Improvement as necessary for reasons including, but not limited to, ensuring public safety, allowing for private events, precluding activities that unreasonably disrupt non-public uses in the Project, or enabling Property Owner, its authorized occupants or users, or their respective employees, agents, and contractors, to construct, repair, maintain, relocate or replace any improvements located upon the property from time to time. 103. Prior to opening the Town Square to the public, the Property Owner or Owners’ Association, as applicable, shall prepare Operating Rules for the Town Square, which shall set forth reasonable rules and restrictions regarding the public’s access to and use of the Town Square per the requirements of this Master Use Permit and conditions of approval and, subject to review and approval of the Directors of Community Development and Public Works, City Manager or their designee, and City Attorney. The Operating Rules may include without limitation provisions such as: (a) permitting the Property Owner or Owners’ Association, as applicable, to reasonably restrict or prohibit public access and use as reasonably necessary to (i) ensure security of the Project Site and persons or property within or around the Project Site and (ii) preclude activities that unreasonably disrupt non-public uses in the Project; (b) providing exclusive use by Property Owner for a specified number of private events; and (c) providing terms of use for community use of the Publicly Accessible Open Space. 104. The Property Owner shall have the right to adopt, implement, and impose reasonable rules, regulations, and conditions for use of POPA Improvements to the extent necessary for reasons including, but not limited to, (a) to reasonably impose safety and security requirements in the interest of public health and safety, and (b) for purposes of preventing (i) interference by any member of the public with the operation of any business conducted by Applicant or its authorized occupants or users of buildings, other site improvements, or the property, and (ii) damage to the property, including any improvements thereon. 22 105. Special events at the Town Square outside of the temporary uses pre-approved under the Northgate Town Square PD Zoning Standards shall require review and approval of a Temporary Use Permit by the City, consistent with SRMC Section 14.17.130. 106. Removable bollards shall be maintained as shown on approved project plans (Sheets L-19 and L-20) between the bike hub plaza adjacent to theater and the Town Square to allow for expansion of the Town Square for special events. 107. No later than ten days after Ordinance No. 2043 (Zoning Amendment (ZC21-001) to establish the Northgate Town Square Planned Development (PD) District, approve the Northgate Town Square Development Plan, and rezone the 44.76 acre Northgate Mall Property from General Commercial to the Northgate PD District) becomes effective, the City Clerk shall record with the Marin County Recorder a copy of the Project-Wide Affordable Housing Agreement. Subsequent parcel specific BMR agreements shall be recorded prior to issuance of the first building permit for the associated vertical construction. 108. The number, type, and location of below market rate (BMR) residential units in the parcel specific BMR agreements shall be as indicated on the Project-Wide Affordable Housing Agreement which shall result in the construction of BMR units that meet the requirements of SRMC section 14.16.030 and City Council Resolution No. 14890, resulting in the Project providing the following low-income deed restricted housing units: a. Residential 1/Lot 2 (4 BMR units): 1 one-bed; 1 two-bed; 1 three-bed; 1 four- bed b. Residential 2/Lot 3 (10 BMR units): 1 one-bed; 4 two-bed; 3 three-bed; 2 four- bed c. Residential 3/Lot 4 (28 BMR units): 6 studio; 17 one-bed; 5 two-bed d. Residential 4/Lot 5 (45 BMR units): 4 studio; 31 one-bed; 10 two-bed e. Residential 5/Lot 13 (31 BMR units): 5 studio; 19 one-bed; 7 two-bed f. Residential 6/Lot 16 (25 BMR units): 4 studio; 16 one-bed; 5 two-bed 109. Prior to issuance of a building permit for each residential or mixed use parcel (Residential 1 – 6/Lots 2-5, 13, and 16) the property owner shall enter into and record parcel specific affordable housing agreements with the City, consistent with the terms of the project wide agreement approved by the City on December 2, 2024 by Resolution No. 15360. 110. Each parcel specific affordable housing agreement shall include requirements and exhibits to demonstrate compliance with Resolution No. 14890 in terms of the design, arrangement, size, and number of below market rate units in comparison to the market units and more specifically shall demonstrate to the satisfaction of the City that the minimum of 10% below market rate units are: 23 a. The same or substantially similar mix of unit size (number of bedrooms and square footage) to the market rate units b. Compatible with the design, materials, amenities, and appearance of the market rate units c. Dispersed throughout the residential project on each parcel d. Constructed prior to or concurrent with the construction of market rates units 111. Each parcel specific affordable housing agreement shall establish the affordability levels for all units available to low-income households, establishing a responsible party for selecting qualified tenants, establishing provisions for annual reporting to the city or its designee containing information on the rent charged for affordable units and eligibility of tenants, and resale restrictions (when applicable). 112. The parcel specific affordable housing agreements shall be recorded against the associated parcel in perpetuity, except that the City Council may, upon a finding of financial need or infeasibility, include a time frame for affordability, which shall not be for a period of less than 55 years. 113. No certificates of occupancy for maket rate residential units, including rental and for-sale townhome or condominium units, shall be issued until all certificates of occupancy have been issued for below market rate units required for such market rate units. On any of the six Project residential development parcels, Applicant shall not be required to provide more than 10% of the total number of units as below market rate units, except that the number of required below market rate units shall be rounded up to the nearest whole number if its calculation would result in a fractional number.. 114. All residential units shall have a separate and secured entrance and exit. 115. All residential townhome units and apartment building shall have a dedicated space for refuse containers that shall be clearly identified on plans for building permits. 116. Residential waste and recycling shall be managed consistent with the Northgate Town Center Development Waste and Recycling Plan, prepared by Recycling & Waste Solutions (RWS), dated July 11, 2023 as follows: a. Residential apartment trash, recycling, and compost totes shall be moved by maintenance staff to the identified staging areas for pickup by the refuse- collection agency. Once collection is complete, totes shall be removed from the staging area, and any debris left behind shall be sufficiently cleaned. b. Residential townhome owners shall be responsible for moving their trash, recycling, and compost totes for pickup. Totes shall be left at driveway aprons near garage doors and shall be moved following pickup. Any debris left behind shall be sufficiently cleaned. 24 117. Consistent with the Northgate Town Square Planned Development (PD) District approval, a minimum of 150 square feet of usable open space shall be maintained for each residential unit. 118. Any future tenant of the Project with one hundred or more employees working on the site shall comply with travel demand management requirements as outlined in SRMC Chapter 5.81.010. 119. The City shall have the option in its sole and absolute discretion to utilize the community center, library, restroom facilities proposed in Residential 4 as shown on Sheet RE-50 and the police office space in Major 2 as shown on Sheet RT-16 of the approved project plans under terms that are generally consistent with those applicable to the City’s use of such spaces in the existing Northgate Mall, if any, for such facility with the understanding that such spaces provide a benefit to the community. Prior to issuance of the first Building Permit for the building in which the facilities are located, the Applicant shall notify the City Manager and the City shall have 90 days to confirm in writing whether the City elects to use the space. 120. Within three months of the issuance of the final certificate of occupancy for Phase 1 of the project, the applicant shall pay all out of pocket costs related to a comprehensive City traffic study that studies all intersections and road segments originally studied as a part of the Project EIR in order to determine whether such intersecitons and road segments are maintining LOS D. The study shall be for informational purposes only. Environmental and Design Review (ED21-024) Conditions of Approval 121. This Environmental and Design Review Permit (ED21-024) approves demolition and construction activities associated with the phased redevelopment of the existing 45-acre site containing the Northgate Mall into a mixed-use development, known as the Project. 122. In accordance with SRMC Section 14.25.200 this Permit shall become effective on (date) and shall be valid for a period of two (2) years from the date of final approval. This permit shall expire and become null and void if prior to the expiration date: (a) a complete building permit application is not submitted to the City; or (b) a time extension is not applied for. 123. Minor site development and building design modifications shall be subject to review and approval by the Director, who shall issue a written statement of substantial compliance with the approved plans. 124. Modifications deemed by the Director not to be minor shall require review and approval by the original decision-making body. 125. Prior to issuance of any building permit, the Applicant shall present a detailed mock up of colors and materials for the construction associated with that permit to verify 25 consistency with the approved plans and rendering presented during entitlement hearings at the discretion of the Director. 126. Based on the provision of below market rate units the Project qualifies for a 20% density bonus, one incentive/concession, and unlimited waivers under State Density Bonus Law. Consistent with the Applicant’s request for a concession to increase the maximum building height across the site to a maximum height of 78 feet, this permit includes approval of increased building height as follows: a. Residential 3/Lot 4 of 68’ to parapet b. Residential 4/Lot 5 of 78’ to parapet c. Residential 5/Lot 13 of 68’ to parapet d. Residential 6/Lot 16 of 78’ to parapet Any modification to the design and including building heights of the Project shall be reviewed consistent with Condition nos. 123 and 124. 127. Consistent with concessions approved consistent with State Density Bonus Law, an additional 12 feet of building height is allowed for projections for non-habitable space. 128. Landscape areas adjacent to drive-through lanes on Pad 2 (2025) and Pad 4 (2040) shall be modified to provide greater density of landscape materials between the drive-through lane and pedestrians and bicycles utilizing the multi-use path adjacent to Las Gallinas Avenue. Species selected for these areas shall provide adequate screening year-round. 129. The project shall be designed to include all-electric construction with the exception of existing mixed fuel structures and new or redeveloped commercial restaurant kitchens (also refer to Mitigation Measure GHG-1). While new or redeveloped commercial restaurant kitchens are not required to be all-electric, they shall be built to be electric ready to facilitate conversion in the future. 130. Prior to issuance of the first certificate of occupancy for a particular residential building for Phase 1, solar equipment shall be installed on the rooftop of such residential building and, if not already completed, the parking structure. Solar installation shall include all associated equipment, such as an inverter required to convert power from direct current "DC" to alternating current "AC" and connections made between the site and power grid equipment. 131. All building permit plans for Phase 1 and Phase 2 shall demonstrate that all new commercial structures are “solar ready” consistent with the requirements of Section 110.10 of the California Energy Code (CEC), entitled “Mandatory Requirements for Solar Readiness”. At a minimum, plans shall indicate reserved locations for inverters, reserved pathways for conduit from the solar zone to the electrical service connection, and if central water heating is used, pathways for plumbing from the solar to the water-heating system. 26 132. Solar battery storage systems shall be installed in all apartment-style buildings (Residential 3, 4, 5, and 6) and shall comply with the prescriptive or performance criteria set forth in Section 140.10(b) of the 2022 California Energy Code or the version of the code applicable at the time of building permit submittal. 133. Where provided, new vehicle parking for commercial uses shall provide a minimum of 45% of the total spaces shall be EV capable (requires raceway, service panel 208/240V, 40 AMP minimum for each space), a minimum of 33% of the total EV capable spaces shall be active charging stations, and a minimum of 50% shall be designated “Clean Air Vehicle” parking (no charging or infrastructure required). 134. All townhome garages shall be equipped with one 40-ampere, 208/240-volt dedicated EV branch circuit. 135. Where provided, surface parking within the residential townhome parcels (Residential 1 and 2) shall provide a minimum of 15% of the total outdoor parking with active EV charging stations and a minimum of 85% of the total outdoor parking provided shall be EV ready. 136. All new buildings, inclusive of residential, residential mixed use, and commercial land uses, but excluding all existing structures, shall include dual plumbed fixtures. 137. All landscape areas shall utilize recycled water for irrigation. 138. Where provided, parking for residential apartments shall have a minimum of 15% of the total parking equipped with active EV charging stations and a minimum of 85% of the total parking provided shall be EV ready. 139. Final landscape plans shall demonstrate that no faux turf or faux boulders will be installed within the Project, excluding the dog park and any pet relief areas. 140. Civil or landscape plans submitted with application(s) for building permits shall indicate the location and type of bioretention planter linings recommended for installation by the project geotechnical engineer (also refer to Mitigation Measure GEO-1). 141. All landscaping for a particular building shall be installed prior to issuance of the final certificate of occupancy for such building. The City may agree to accept a bond for a portion of landscaping improvements not completed prior to the final certificate of occupancy to address unforeseen challenges with weather or installation. In the event that a bond is posted for a portion of the site landscaping, it shall cover the amount estimated for completing the landscaping. All areas proposed for landscaping must be covered with bark or a substitute material approved by the Planning Division prior to occupancy. 142. Plans submitted for building permits shall label all areas falling within 15 feet of the curb return of all intersections and driveways (Vision Triangle). All landscaping, signage, and other project improvements located within the Vision Triangle shall 27 be kept under 3 feet in height, and trees and hanging branches shall be trimmed to a minimum height of 7 feet (also refer to Mitigation Measure TRA-1). 143. Plans submitted for building permits shall demonstrate that any recreational fire pits are electric power and not natural gas or propane (also refer to Mitigation Measure GHG-1). 144. Plans submitted for building permits shall show the location, material, and height of temporary construction noise barriers (also refer to Mitigation Measure NOI-1). 145. Plans submitted for building permits shall show the location of all stationary noise- generating equipment and shall demonstrate through architectural renderings how noise from these stationary sources with be attenuated (also refer to Mitigation Measure NOI-2). 146. Due to the size of the project, the developer could be responsible to reimburse City costs associated with the following services: a. Plan review of fire protection systems. b. Personnel costs associated with on-site fire inspections. 147. Deferred Submittals for the following fire protection systems shall be submitted to the Fire Prevention Bureau for approval and permitting prior to installation of the systems: a. Fire Sprinkler plans (Deferred Submittal to the Fire Prevention Bureau) b. Fire Standpipe plans (Deferred Submittal to the Fire Prevention Bureau) c. Fire Underground plans (Deferred Submittal to the Fire Prevention Bureau) d. Fire Alarm plans (Deferred Submittal to the Fire Prevention Bureau) e. Automatic Fire-Extinguishing System plans (Deferred Submittal to the Fire Prevention Bureau) f. Vegetation Management Plan. Submit a landscaping plan to the Defensible Space Division for review to verify conformance with SRMC Chapter 4.12. 148. A fire apparatus access plan shall be prepared for this project. Fire apparatus plan shall show the location the following: a. Designated fire apparatus access roads b. Red curbs and no parking fire lane signs c. Fire hydrants d. Fire Department Connection (FDC) e. Double detector check valve f. Street address sign g. Recessed Knox Box h. Fire Alarm annunciator panel. i. NFPA 704 placards. 28 j. Provide a note on the plan, as follows: The designated fire apparatus access roads and fire hydrant shall be installed and approved by the Fire Prevention Bureau prior construction of the building k. The contractor shall provide: i. Knox key access to the project site during construction ii. 24-hour emergency contact information conspicuously posted on the job site iii. Ensure the site is kept clear of any combustible debris or waste; removed daily iv. Mount fire extinguishers of a 2A10BC rating every 75 feet of travel distance and on each floor throughout the jobsite. 149. A Knox Box is required at the primary point of first response to the building. A recessed mounted Knox Box # 3200 Series is required for new buildings; surface mount for all others. the Knox Box shall be clearly visible upon approach to the main entrance from the fire lane. Note the Knox Box must be installed from 72” to 78” above finish grade; show the location on the plans. https://www.knoxbox.com/commercial-knoxboxes/ 150. A Knox key switch is required for driveway or access road automatic gates. https://www.knoxbox.com/gate-keys-and-padlocks/ 151. When a building is fully sprinklered all portions of the exterior building perimeter must be located within 250-feet of an approved fire apparatus access road. a. The minimum width of the fire apparatus access road is 20-feet b. The minimum inside turning radius for a fire apparatus access road is 28 feet c. The fire apparatus access road serving this building is more than 150-feet in length; provide an approved turn-around. Contact the Fire Prevention Bureau for specific details. 152. If the building is over 30 feet in height, an aerial fire apparatus access roadway is required parallel to one entire side of the building. a. The Aerial apparatus access roadway shall be located within a minimum of 15 feet and a maximum of 30 feet from the building b. The minimum unobstructed width for an aerial fire apparatus access road is 26- feet c. Overhead utility and power lines shall not be located within the aerial fire apparatus access roadway, or between the roadway and the building 153. Hazardous Materials Placards shall be installed in accordance with NFPA 704. 154. Provide address numbers plainly visible from the street or road fronting the property. Numbers painted on the curb do not qualify as meeting this requirement. Numbers shall contrast with the background and shall be Arabic numbers or letters. Numbers shall be internally or externally illuminated in all new construction 29 or substantial remodels. Number sizes are as follows: For residential – 4” tall with 1⁄2” stroke. For commercial – 6” tall with 1⁄2” stroke. Larger sizes might be required by the fire code official or in multiple locations for buildings served by two or more roads. 155. All landscaping included in this project approval shall be maintained in good condition in perpetuity and any dead or dying plants, bushes, or trees shall be replaced with new healthy stock of a size compatible with the remainder of the growth at the time of replacement to the satisfaction of the Director. 156. Planting areas and tree wells within parking lots shall be prepared, with written verification provided, per SRMC Section 14.18.160(G). 157. Landscaped areas associated with parking lots shall at all times be maintained in a healthy and clean condition, with replanting as necessary to maintain compliance with the previously approved landscape plan. For parking lots containing twenty- five (25) spaces or more the property owner shall obtain a minimum one (1) year maintenance contract and warranty for tree growth and provide documentation of such to the Director prior to use of the parking facility and/or building or site occupancy. 158. The project shall meet the Marin Municipal Water District's (MMWD) water conservation rules and regulations. For projects that are required to provide a water-efficient landscape pursuant to SRMC Section 14.16.370, the landscape plan and supportive materials shall comply with the Marin Municipal Water District (MMWD) Ordinance No. 414, and future amendments as adopted. Prior to the issuance of a building permit, a site development permit or other authorization or city approval to proceed with construction and landscape installation for each construction area (e.g., on-site parcel(s) or building site(s)), the applicant must provide written verification of plan approval from MMWD. 159. Consistent with the Water Supply Assessment, prepared by EKI Environment & Water, Inc., dated November 2022, for the project to comply with the California Model Water Efficient Landscape Ordinance (MWELO), all landscaped areas shall be irrigated with recycled water, and landscape plans shall at a minimum demonstrate the inclusion of low-water use landscaping and high-efficiency irrigation systems. 160. All mechanical equipment (i.e., air conditioning units, meters and transformers) and appurtenances not entirely enclosed within the structure (on side of building or roof) shall be screened from public view. The method used to accomplish the code-required screening shall be indicated on the building plans and approved by the Planning Division prior to issuance of a building permit. 161. All exterior lighting shall be energy efficient where feasible; and shielded and directed downward and away from property lines to prevent excessive glare beyond the subject property. 30 162.In addition to directional lighting, lighting shall be a minimum intensity wattage of 0.5-foot candle or as otherwise necessary for public safety. 163.All lighting shall be subject to a 90-day post installation inspection to allow for adjustment and assure compliance with SRMC Section 14.16.227.G. 164.Consistent with Program C-1.17B: Tree Management Plan of the General Plan, upon submittal of plans for building or grading permits, a tree management plan shall be required. The Plan shall be prepared by a licensed arborist using published standards and practices for protecting and monitoring tree health during and after construction. 165.All trees to be installed shall be a minimum twenty-four inch (24″) box size with a two inch (2″) caliper trunk and shall include root barriers and/or at-grade screens. Tree species and size at installation shall be consistent with Sheet L-36 of the approved project plans. 166.Consistent with Section 14.16.227 (Light and Glare) of the SRMC, upon submittal of plans for electrical permits, the maximum wattage of all light fixtures shall be specified. 167.Consistent with Section 14.18.045 (Designated Parking for Clean Air Vehicles), parking spaces for clean air vehicles shall be painted, using the same paint for stall striping, such that the lower edge of the last word aligns with the end of the stall striping and is visible beneath a parked vehicle: "CLEAN AIR VEHICLE". 168.Upon submittal of plans for any building permits, the applicant shall demonstrate consistency with all bicycle parking criteria set forth in SRMC Section 14.18.090 (Bicycle Parking) and approved project plans, whichever is greater. 169.Consistent with SRMC Section 14.18.160 (Parking Lot Screening and Landscaping), revised plans shall show that the top level of parking structures utilizes light-colored/high albedo paving material (reflectance of at least 0.3), or utilize shade structures, photovoltaic carports, landscaped trellises, or trees to achieve at least fifty percent (50%) daytime shading. 170.Future tenants of Pad 2 (2025) and Pad 4 (2040) containing drive-throughs who wish to designate spaces for the exclusive use of special orders (e.g. pick-up orders) shall obtain approval by the Director. Sign Program (SP24-002) Conditions of Approval 171.This Master Sign Program Permit (SR24-002) approves a coordinated sign approach to all signs, including both commercial tenant identification and wayfinding, within the Project and consistent with approved plans. 31 172. Permit Validity. This Permit shall become effective on (date) and shall be valid for a period of two (2) years from the date of final approval. This permit shall expire and become null and void if prior to the expiration date: (a) a complete building permit is not submitted to the City; or (b) a time extension is not applied. 173. Consistent with SRMC Section 14.19.054 (General Design Standards), any sign materials, such as the glass face and etched metal pattern materials used for pedestrian wayfinding signage shall include a matte finish or shall be revised to be a non-glare surface 174. Prior to installation, the applicant shall submit a sign permit for review and approval by the City in compliance with the approved master sign program. 1 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) MITIGATION MONITORING AND REPORTING PROGRAM This Draft Mitigation Monitoring and Reporting Program (MMRP) is formulated based upon the findings of the Final Environmental Impact Report (EIR) prepared for the proposed Northgate Mall Redevelopment (project). The MMRP, found in Table 1 below, lists mitigation measures recommended in the EIR prepared for the proposed project and identifies mitigation monitoring and implementation requirements. This MMRP has been prepared to comply with the requirements of the California Environmental Quality Act (CEQA)(Public Resources Code Section 21081.6), which requires Lead Agencies making CEQA findings related to approval of a project for which an EIR was prepared/certified to adopt an MMRP when mitigation measures are required to avoid significant impacts. The MMRP is intended to ensure compliance with the mitigation measures identified in the EIR during implementation of the project. The MMRP is organized in a matrix format. The first two columns of Table 1 identify the potential impacts and corresponding mitigation measures. The third column, entitled, “Applicable Phase” describes the phase in which the mitigation measure will be implemented. The fourth column, entitled “Timeframe for Implementation,” refers to when monitoring will occur to ensure that the mitigating action is completed. The fifth column, entitled “Responsibility for Implementation,” refers to the party responsible for implementing the mitigation measure. The sixth column, entitled, “Oversight of Implementation,” refers to the party responsible for oversight or ensuring that the mitigation measure is implemented. EXHIBIT Ai N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 2 This page intentionally left blank 3 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation 4.4 CULTURAL RESOURCES Impact CUL-1: Project ground disturbance has the potential to unearth significant archaeological deposits or resources, resulting in a potential substantial adverse change on historical resources, as defined in State CEQA Guidelines Section 15064.5. CUL-1a, Preparation of a Cultural Resources Monitoring Plan. Prior to issuance of a grading permit or building permit, the project sponsor shall retain an archaeologist that meets the Secretary of the Interior's Professional Qualifications Standards in archaeology to prepare a Cultural Resources Monitoring Plan in consultation with the Federated Indians of Graton Rancheria (Graton Rancheria). The Cultural Resources Monitoring Plan shall include (but not be limited to) the following components for archaeological and Native American monitoring:  Person(s) responsible for conducting archaeological monitoring  Person(s) responsible for Native American monitoring  Procedures for notification in the event of the identification of cultural resources, as well as methods for treatment of such resources (e.g., documentation, collection, identification, repatriation)  Methods of protection for cultural resources, including items such as protective fencing, security, and protocol for notifying local authorities (i.e., law enforcement) should looting or other resource damage occur The Cultural Resources Monitoring Plan shall include a stipulation that, if significant archaeological or tribal cultural resources are identified, all work shall stop immediately within 100 feet of the resource(s). The Cultural Resources Monitoring Plan shall also include a stipulation that, during the course of the monitoring, the frequency of archaeological and Native American monitoring may be reduced from full-time to part- time based on the conditions and only if Graton Rancheria and the qualified archaeologist agree. Phase 1 and Phase 2. The Cultural Resources Monitoring Plan shall be prepared prior to the issuance of grading or building permits City approved qualified archaeologist retained by the project sponsor City of San Rafael Community Development Department, Planning Division N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 4 Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation CUL-1b, Cultural Resources and Tribal Cultural Resources Sensitivity WEAP Training. Prior to issuance of a building permit, grading permit, or demolition permit involving any potential ground- disturbing activity (e.g., building foundation removal), all personnel involved in project-related ground- disturbing activities (e.g., on-site construction managers, backhoe operators) shall be required to participate in a cultural resources and tribal cultural resources sensitivity and awareness training program (Worker Environmental Awareness Program [WEAP]). The WEAP shall be developed by an archaeologist that meets the Secretary of the Interior's Professional Qualifications Standards in archaeology, in consultation with input from Graton Rancheria. The WEAP training shall be conducted before any project-related ground-disturbing activities (including building foundation removal) begin at the project site. The WEAP will include relevant information regarding sensitive cultural resources and tribal cultural resources, including applicable regulations, protocols for avoidance, and consequences of violating State laws and regulations. The WEAP will also describe appropriate avoidance and impact minimization measures for cultural resources and tribal cultural resources that could be located at the project site and will outline what to do and who to contact if any potential cultural resources or tribal cultural resources are encountered. The WEAP will emphasize the requirement for confidentiality and culturally appropriate treatment of any discovery of significance to Native Americans and will discuss appropriate behaviors and responsive actions, consistent with Native American tribal values. The WEAP training shall be presented by an archaeologist and a representative from Graton Rancheria. The project sponsor shall maintain a record Phase 1 and Phase 2. The WEAP shall be developed prior to issuance of building, grading, or demolition permits Completion of WEAP training by construction personnel shall occur prior to involvement in any ground disturbance activities Maintenance of WEAP training records throughout the duration of construction and submittal of WEAP training record to the City prior to issuance of certificate of occupancy City approved qualified archaeologist retained by the project sponsor City of San Rafael Community Development Department, Planning Division and Building Division 5 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation of all construction personnel that have received the WEAP training and provide the record to the City. WEAP training recipient records shall be maintained by the project sponsor throughout the duration of construction. A final WEAP training recipient record shall be submitted to the City of San Rafael prior to issuance of a certificate of occupancy. CUL-1c, Archaeological Monitoring and Resource Protection. Archaeological monitoring shall be required during initial ground-disturbing activities of sediments on the project site (including building foundation removal). For example, archaeological monitoring shall not be required during excavation of sediments that have been previously monitored by an archaeologist. Any excavations that extend below sediments that were previously monitored shall be subject to archaeological monitoring. Monitoring procedures shall follow the Cultural Resources Monitoring Plan prepared under Mitigation Measure CUL-1. Construction crews shall stop all work within 100 feet of any archaeological discovery until an archaeologist that meets the Secretary of the Interior's Professional Qualifications Standards in archaeology can assess the previously unrecorded discovery and provide recommendations. Resources could include subsurface historic-period features such as artifact-filled privies, wells, and refuse pits, and artifact deposits, along with concentrations of adobe, stone, or concrete walls or foundations, and concentrations of ceramic, glass, or metal materials. Native American archaeological materials could include obsidian and chert flaked stone tools (such as projectile and dart points), midden (culturally derived darkened soil containing heat-affected rock, artifacts, animal bones, and/or shellfish remains), and/or groundstone implements (e.g., mortars and pestles). Phase 1 and Phase 2 Monitoring shall occur during initial ground disturbing of sediments that have not been previously monitored Work shall stop if discoveries are made and may not resume until a qualified archaeologist has assessed the finds and made recommend- ations City approved qualified archaeologist and other monitors identified in the Cultural Resources Monitoring Plan (MM CUL-1a)/ construction contractor City of San Rafael Planning Department, Planning Division N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 6 Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation 4.5 TRIBAL CULTURAL RESOURCES Impact TCR-1: Project ground disturbance has the potential to disturb, damage, or degrade either a tribal cultural resource or the contextual setting of such a resource, resulting in a substantial loss of the resource’s cultural value as determined in consultation with the Federated Indians of Graton Rancheria. TCR-1a, Native American Monitoring. Native American monitoring by a representative of the Federated Indians of Graton Rancheria (FIGR) shall be required during all initial ground-disturbing activities on the project site (including building foundation removal). Any excavations that extend below sediments that were previously monitored shall be subject to Native American monitoring. Monitoring procedures shall follow the Cultural Resources Monitoring Plan prepared under Mitigation Measure CUL-1a as described in Section 4.4 of the EIR. Construction crews shall stop all work within 100 feet of any tribal cultural resource discovery until the find has been assessed by an archaeologist that meets the Secretary of the Interior's Professional Qualifications Standards in archaeology and by FIGR. Native American archaeological materials and tribal cultural resources could include obsidian and chert flaked stone tools (e.g., projectile and dart points), midden (culturally derived darkened soil containing heat- affected rock, artifacts, animal bones, and/or shellfish remains), and/or groundstone implements (e.g., mortars and pestles). Phase 1 and Phase 2 Monitoring shall occur during initial ground disturbing of sediments that have not been previously monitored Work shall stop if discoveries are made and may not resume until a qualified archaeologist has assessed the finds and made recommend- ations City approved qualified archaeologist and other monitors identified in the Cultural Resources Monitoring Plan (MM CUL-1a)/ construction contractor City of San Rafael Community Development Department, Planning Division TCR-1b, Survey of Site by Trained Human Remains Detection Dogs. Prior to the issuance of a grading or building permit, the project sponsor shall provide written evidence to the City's Community Development Department that a consultant has been retained to conduct a survey of the site using trained human remains detection dogs with an FIGR tribal monitor present. The survey shall be performed after the demolition of structures, structure foundations, and paved areas but prior to when trenching, grading, or earthwork on the project site commences. If the survey results in the identification of an area potentially containing human remains, the area should be avoided. If avoidance of such areas is not feasible, Phase 1 and Phase 2 Written evidence that the appropriate consultant has been retained shall be provided prior to issuance of grading or building permits Surveys shall occur as specified Project sponsor/ construction contractor City of San Rafael Community Development Department, Planning Division 7 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation then the City shall require that a professional archaeologist be retained to conduct subsurface testing in the presence of a tribal representative from the FIGR to verify the presence or absence of remains. If human remains are confirmed, then the procedures in Mitigation Measure CUL-1c shall be followed. Avoidance and testing shall occur as needed and according to the Cultural Resources Monitoring Plan 4.6 GEOLOGY AND SOILS Impact GEO-1: Proposed and existing improvements could be damaged due to expansive soil conditions. GEO-1, Lining of Bioretention Planters. The project geotechnical engineer shall review the proposed bioretention planter designs for the project to determine whether the designs meet the geotechnical recommendations regarding lining of stormwater drainage swales to address expansive soil conditions. If the project geotechnical engineer indicates that any of the bioretention planters should include bottom liners to address expansive soil conditions, the bioretention planter designs shall be modified in accordance with the geotechnical engineer’s recommendations. Modifications to bioretention planter designs shall account for potential increases in stormwater discharges that could occur from lining the bottoms of planters to ensure that the project would not increase stormwater discharges compared to existing conditions at the project site. Such modifications may include increasing the size/depth of bioretention planters, adding infiltration devices in areas that would not adversely affect proposed or existing improvements, or additional stormwater retention features such as bioswales or underground cisterns with metered outlets. The geotechnical review and potential modifications to project designs discussed above shall occur prior to the City of San Rafael (City) issuing grading or building permits for the project. Phase 1 and Phase 2 Prior to issuance of grading or building permits Project sponsor/ geotechnical engineer City of San Rafael Community Development Department, Building Division N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 8 Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation Impact GEO-2: Placement of new loads on the project site, vibration-generating construction activities, and excavation and dewatering activities could result in subsidence, settlement, or differential settlement and could adversely affect the proposed and existing structures and other improvements. GEO-2, Preparation of a Design-Level Geotechnical Report. The project sponsor shall define the extent of engineered fill that would be placed on the project site and extent of excavation that would occur for subsurface parking structures in the project plans. The project sponsor shall hire a qualified Geotechnical Engineer to prepare a design-level geotechnical report for the project that shall include the following:  A design-level analysis of total and differential settlement that may occur for shallow foundations installed over areas of ground improvement, if ground improvement would be performed. This analysis must be based on site-specific design recommendations for ground improvement prepared in accordance with the recommendations of the 2021 Geotechnical Investigation for the project.  A design-level analysis of potential total and differential settlement associated with the placement of defined amounts of fill material, ground improvement activities, construction of other improvements, and dewatering activities on the project site. The settlement analysis shall define buffer distances away from construction activities within which settlement could occur as a result of the project and shall describe the settlement amounts that could occur within these buffer distances.  Allowable settlement estimates for planned and existing improvements both on the project site and within the buffer distances described above that shall account for estimated settlement amounts developed for existing and planned improvements on surrounding properties.  Recommendations to minimize the amounts of subsidence/settlement and differential settlement that would result from the project (e.g., minimizing Phase 1 and Phase 2 The project plans and design-level geotechnical report shall be submitted and approved prior to issuance of grading or building permits Any damage repair shall be performed prior issuance of a certificate of occupancy Project sponsor/ geotechnical engineer City of San Rafael Community Development Department, Building Division 9 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation placement of fill, use of lightweight fill, and shoring systems that would limit the movement of adjacent improvements and minimize the amount of excavation dewatering required, such as interlocking sheet piles or soil-cement cut-off walls).  Recommendations to mitigate potential damage to proposed and existing improvements (e.g., structures, pavement surfaces, roadways, underground parking structure, and utilities), both on and off the project site, that could result from settlement of existing unstable soil on and near the project site as a result of the project. Such recommendations could include installation of bracing/underpinning, installation of flexible utility couplings, or relocation of utilities. N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 10 If the settlement analysis indicates that existing off- site improvements could be adversely affected by settlement as a result of the project, a pre- construction survey (e.g., crack survey) and settlement monitoring program shall be developed and implemented before and during construction for existing improvements that may be affected by the project. This survey shall be used as a baseline to evaluate any damage claims and also to assist the contractor in assessing the performance of shoring systems. The pre-construction survey shall record the elevation and horizontal position of all existing installations within the buffer distance determined by the settlement analysis as described above, and shall consist of, but not be limited to, photographs, video documentation, and topographic surveys. The settlement monitoring program shall include installation of inclinometers and groundwater monitoring wells within a distance of 5 to 15 feet from excavations for below- grade parking and toward existing improvements. Settlement surveys shall be performed on a weekly basis during excavation for below-grade parking and on a monthly basis starting approximately 1 month after the excavation has been completed and continuing for a period of at least 2 years after the completion of construction activities (or other frequency and duration as recommended by the Geotechnical Engineer of Record). The project plans and design-level geotechnical report shall be submitted to the City for review and approval prior to the City issuing grading or building permits. The project sponsor shall repair damages to existing or planned improvements if settlement monitoring identifies obvious damage or exceedance of allowable settlement amounts. The repair of damage shall be performed prior to the City issuing a certificate of occupancy for the project. 11 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation Impact GEO-3: The project could directly or indirectly destroy a unique paleontological resource or site. GEO-3, Paleontological Resource Protection. Before the start of any excavation activities, the project sponsor shall retain a qualified paleontologist, as defined by the Society of Vertebrate Paleontology (SVP), who is experienced in training construction personnel regarding paleontological resources. The qualified paleontologist shall train all construction personnel who are involved with earthmoving activities, including the site superintendent, regarding the possibility of encountering fossils, the appearance and types of fossils that could be seen during construction, and proper notification procedures should fossils be encountered. Should any paleontological resources be encountered during construction activities, all ground- disturbing activities within 50 feet of the find shall cease, and the City and project sponsor shall be notified immediately. The project sponsor shall immediately notify the qualified paleontologist and request that they assess the situation per SVP standards, consult with agencies as appropriate, and make recommendations for the treatment of the discovery if found to be significant. If construction activities cannot avoid the paleontological resources, adverse effects to paleontological resources shall be mitigated. Mitigation may include monitoring, recording the fossil locality, conducting data recovery and analysis, preparing a technical report, and providing the fossil material and technical report to a paleontological repository, such as the University of California Museum of Paleontology. Public educational outreach may also be appropriate. Upon completion of the assessment, a report documenting methods, findings, and recommendations shall be prepared and submitted to the City for review. Phase 1 and Phase 2 The qualified paleontologist shall be retained by the project sponsor and training of construction personnel shall occur prior to the start of excavation activities Avoidance, assessment, consultation, treatment, and reporting measures shall be implemented throughout the duration of construction and in the event of paleontological resources discovery Project paleontologist/ construction contractor City of San Rafael Community Development Department, Planning Division 4.7 HYDROLOGY AND WATER QUALITY Impact HYD-1: Project dewatering could result in the migration of potential off-site HYD-1, Prevent Potential Groundwater Contamination Migration. The project sponsor shall coordinate with the appropriate regulatory agency Phase 1 and Phase 2 Identification of and coordination with the Project sponsor The RWQCB or other appropriate oversight agency N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 12 Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation groundwater contamination towards the project site. (most likely the Regional Water Quality Control Board ([RWQCB]) to evaluate whether groundwater beneath the shopping center adjacent to the eastern perimeter of the project site has been contaminated by a release of hazardous materials. If groundwater contamination is identified at this off-site property, the project sponsor shall evaluate whether proposed dewatering activities could result in migration of off-site groundwater contamination to areas that were not previously contaminated. This evaluation shall include the following:  A detailed analysis of soil formations that would be affected by excavation and dewatering activities, including an analysis of hydraulic conductivity through potential preferential pathways, including the buried former creeks and drainage ditch on and adjacent to the project site;  A detailed description of proposed excavation shoring and dewatering systems, including dewatering locations, flow rates, and durations that would be required based on the soil formations present; and  Hydraulic modeling to demonstrate potential changes to groundwater conditions, including changes in groundwater levels and flow directions, and potential movement of contaminated groundwater. If the evaluation indicates that project dewatering could result in migration of off-site groundwater contamination to previously uncontaminated areas, the proposed excavation shoring and dewatering system design shall be modified as necessary to ensure that project dewatering would not result in the migration of off-site groundwater contamination. Such modifications to the proposed shoring systems could include the use of interlocking sheet piles or soil- cement cut-off walls that can reduce dewatering appropriate oversight agency shall occur prior to dewatering activities Prior to the issuance of permits for dewatering, excavation, and/or shoring activities, submit evidence to the City that the dewatering evaluation and associated activities have been approved by the appropriate agency for dewatering evaluation For issuance of permits for any excavation of dewatering activities, the City of San Rafael Community Development Department, Building Division 13 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation requirements. The project sponsor shall submit the hydraulic evaluation and dewatering plans to the appropriate regulatory agency for review and approval. The project sponsor shall provide the City of San Rafael (City) with evidence of agency approval for the proposed dewatering activities prior to the City issuing permits for installation of excavation shoring or dewatering systems. Impact HYD-2: The increase in water supply demand due to the project could potentially interfere with sustainable management of groundwater in the Santa Rosa Plain Subbasin. HYD-2, Water Supply Coordination. The Water Supply Assessment (WSA) prepared for the project shall be provided to Sonoma Water for review so that Sonoma Water can account for the increased water supply demand that would be generated by the project in their groundwater management efforts to maintain sustainable management of the Santa Rosa Plain Subbasin. Phase 1 Prior to issuance of grading permits City of San Rafael Community Development Department, Planning Division City of San Rafael Community Development Department, Building Division Impact HYD-3: The 100-year storm runoff from the project site could exceed the capacity of proposed stormwater infrastructure and result in flooding on the project site and surrounding roadways. HYD-3, Hydraulic Modeling. The project sponsor shall hire a qualified Civil Engineer to perform hydraulic modeling to evaluate the 100-year storm event hydraulic grade line water elevations on the project site under proposed project conditions. The qualified Civil Engineer shall coordinate with the City to determine the estimated sea level rise amount that shall be used in the hydraulic modeling. The evaluation shall account for contribution of runoff from the project site and surrounding properties (including reasonably foreseeable projects identified by the City) into public roadways. If the evaluation demonstrates that the 100-year storm event could result in on-site flooding above the minimum of 1 foot of freeboard from the finished floor elevations on the project site or that runoff from the project site could contribute to increased flooding in off-site areas (including roadways), the project shall incorporate additional stormwater retention systems (e.g., swales, retention ponds, or cisterns with metered outlets) and/or additional stormwater conveyance systems into the project design to ensure that stormwater Phase 1 Prior to issuance of grading or building permits Project sponsor/qualified civil engineer City of San Rafael Public Works Department and Community Development Department, Building Division N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 14 Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation runoff from the project would not result in on-site flooding or contribute to increased off-site flooding. The results of the hydraulic modeling and any changes to the project’s stormwater management system designs shall be submitted to the City for review and approval prior to the issuance of grading or building permits. 4.8 HAZARDS and HAZARDOUS MATERIALS Impact HAZ-1: Demolition or renovation activities may result in the release of PCBs into the environment. HAZ-1, Hazardous Building Materials Survey. Prior to issuance of demolition or renovation permits for existing structures, the project sponsor shall perform a comprehensive Hazardous Building Materials Survey (HBMS) for the structures to be affected, which shall be prepared and signed by a qualified environmental professional, documenting the presence or lack thereof of polychlorinated biphenyls (PCBs) containing equipment and materials, and any other hazardous building materials. The testing for PCBs shall include, but not be limited to, sampling of hydraulic oil in elevator equipment at the former Sears facilities, and sampling of stained concrete near existing and former hydraulic elevator and lift equipment at the former Sears facilities. The location of the vault that contained the transformer oil leak in 1997 shall be identified through coordination with representatives of the project site, research of building plans, and/or by requesting such information from the Pacific Gas and Electric Company (PG&E); sampling of concrete for PCBS shall be performed in this vault. If the location of the transformer that leaked oil in 1997 cannot be identified, PCB sampling shall be performed at all concrete vaults that could potentially have been affected by a transformer oil release. The HBMS shall include abatement specifications for the stabilization and/or removal of the identified hazardous building materials in accordance with all applicable laws and regulations. The project sponsor shall implement the abatement specifications and shall submit to the City Phase 1 and Phase 2 Prior to the issuance of demolition or renovation permits, submit evidence of completion of the HBMS Provide evidence to the City of any required abatement that has been completed per the specifications detailed in the HBMS prior to the start of demolition or renovation activities Project sponsor City of San Rafael Community Development Department, Planning and Building Divisions 15 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation evidence of completion of abatement activities prior to demolition or renovation of the existing structures. Impact HAZ-2: Subsurface hazardous materials may be released into the environment during construction and operation of the project. HAZ-2, Soil and Groundwater Management Plan. The project sponsor shall engage with the appropriate regulatory agency (e.g., the San Francisco Bay Regional Water Quality Control Board [RWQCB] or Department of Toxic Substances Control [DTSC]) to provide oversight of additional subsurface investigation at the project site, preparation and implementation of a Soil and Groundwater Management Plan (SGMP), and the implementation of remedial actions, as necessary, at the project site. The additional subsurface investigation activities shall include additional investigation of potential contamination source areas to define the extent of subsurface contamination at the project site. The additional subsurface investigation activities shall include analysis of PCBs in soil and groundwater near areas of former and existing hydraulic elevators and lifts and the transformer that leaked oil in 1997. The SGMP shall outline soil and groundwater management protocols that would be implemented during redevelopment of the project site to ensure that construction workers, the public, future occupants, and the environment would not be exposed to hazardous materials that may be present in the subsurface of the project site. The SGMP shall include, at a minimum, the following procedures to be implemented during construction:  Health and safety requirements for construction workers that may handle contaminated soil or groundwater;  Guidelines for controlling airborne dust, vapors, and odors;  Air monitoring requirements for volatile organic compounds (VOCs) during construction;  Regulatory notification requirements if undocumented contamination or features of Phase 1 and Phase 2 Submittal to and approval by the appropriate regulatory agency of the SGMP Prior to the issuance of grading or construction permits by the City, submit evidence the SGMP has been approved by the appropriate agency and that the remedial actions required have been completed and/or implemented into project plans Project sponsor/ construction contractor For review and approval of the SGMP, the appropriate regulatory agency. For issuance of permits for any grading or construction activity, the City of San Rafael Community Development Department, Building Division N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 16 Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation environmental concern (e.g., underground storage tanks [USTs] or clarifiers/sumps/vaults and associated piping) are encountered;  Inspection and sampling protocols for contaminated soil or groundwater by a qualified environmental professional;  Guidelines for groundwater dewatering, treatment, and disposal to ensure compliance with applicable regulations/permit requirements; and  Guidelines for the segregation of contaminated soil, stockpile management, characterization of soil for off-site disposal or on-site re-use, and importing of clean fill material. The report(s) documenting additional investigation activities and the SGMP shall be submitted to the regulatory oversight agency for review and approval prior to the City issuing demolition or grading permits for the project. Remedial actions that may be required for the project could include, but would not necessarily be limited to, removal of hazardous materials containers/features (e.g., USTs, piping, clarifiers/sumps/vaults), removal and off-site disposal of contaminated soil or groundwater, in-situ treatment of contaminated soil or groundwater, or engineering/institutional controls (e.g., installation of vapor intrusion mitigation systems and establishing deed restrictions). If remedial actions are required for the project, the project sponsor shall submit to the City evidence of approvals from the regulatory oversight agency for any proposed remedial action plans prior to the City issuing demolition, grading, or building permits that would be required for the remedial action. The project sponsor shall document the implementation of the SGMP during construction and the completion of remedial actions. The project sponsor shall submit to 17 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation the City evidence of approval from the regulatory oversight agency for the implementation of the SGMP and completion of any remedial actions prior to the City issuing a certificate of occupancy for the project site. 4.9 TRANSPORTATION Impact TRA-1: Implementation of the proposed project would worsen an existing hazardous geometric design feature at the driveway 280 feet north of Northgate Drive/Thorndale Drive. TRA-1, Sight Triangle Maintenance. The project sponsor shall submit plans showing that vegetation would be removed from the sight triangle shown on Plate 2 in the Transportation Impact Study (TIS) prepared for the proposed project (included as Appendix F to the Environmental Impact Report [EIR]). Consistent with the Federal Highway Administration’s (FHWA) guide on Vegetation Control for Safety (2007), bushes and shrubs within a motorists’ line of sight shall be kept under 3 feet in height, and trees and hanging branches shall be trimmed to a minimum height of 7 feet. The City’s Community Development Director, or their designee, shall verify that the project plans show the sight triangle clear of vegetation consistent with FHWA guidelines prior to the issuance of any building permits. These conditions shall also be maintained throughout the life of the project. Phase 1 and Phase 2 Plans to be submitted prior to the issuance of any building permits and vegetation shall be maintained throughout the life of the project Project sponsor/ maintenance contractor City of San Rafael Community Development Department, Planning Division 4.10 AIR QUALITY Impact AIR-1: The proposed project could conflict with implementation of the San Francisco Bay Area Clean Air Plan. AIR-2, BAAQMD Basic Construction Mitigation Measures. In order to meet the Bay Area Air Quality Management District (BAAQMD) fugitive dust threshold, the following BAAQMD Basic Construction (Best Management Practice) Mitigation Measures shall be implemented for all phases of construction:  All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day.  All haul trucks transporting soil, sand, or other loose material off site shall be covered.  All visible mud or dirt tracked-out onto adjacent public roads shall be removed using wet power Phase 1 and Phase 2 Throughout the construction period duration Project applicant/ construction contractor City of San Rafael Community Development Department, Planning Division and Building Division N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 18 Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation 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 miles per hour (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 California Code of Regulations [CCR] Title 13, Section 2485, the California Airborne Toxic Control Measure). Clear signage shall be provided for construction workers at all access points.  All trucks and equipment, including their tires, shall be washed off prior to leaving the site.  All construction equipment shall be maintained and properly tuned in accordance with manufacturers’ specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation. A publicly visible sign shall be posted with the telephone number and person to contact at the City of San Rafael regarding dust complaints, and the City staff person shall respond and take corrective action within 48 hours. The BAAQMD’s phone number shall also be visible to ensure compliance with applicable regulations. Impact AIR 2: Construction of the proposed project would generate fugitive dust (PM2.5 and PM10) emissions. AIR-2, Implement Mitigation Measure AIR-2 Phase 1 and Phase 2 During all construction activities Project applicant/ construction contractor City of San Rafael Community Development Department, Planning Division and Building Division 19 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation Impact AIR-3: Construction of Phase 1 would generate ROG and NOX emissions in excess of thresholds established by the BAAQMD, resulting in a violation of air quality standards. AIR-3a, Construction Equipment Requirements. Prior to the commencement of construction activities, the project sponsor shall require its construction contractor to demonstrate that all 50 HP or greater diesel-powered equipment are powered with California Air Resources Board (CARB)-certified Tier 4 Final engines. Phase 1 and Phase 2 Prior to the commencement of and throughout the duration of construction activities Project sponsor/ construction contractor City of San Rafael Community Development Department, Planning Division and Building Division AIR-3b, Phase 1 Architectural Coatings and Interior Paints. To address the impact relative to reactive organic gas (ROG) emissions during Phase 1 construction, all interior paints and other architectural coatings shall be limited to 50 grams per liter or less of volatile organic compounds (VOCs). The project sponsor’s construction contractor shall procure architectural coatings from a supplier in compliance with the requirements of BAAQMD Regulation 8, Rule 3 (Architectural Coatings), that meet the 50 grams per liter or less VOC content. Phase 1 Throughout the duration of Phase 1 construction activities Project sponsor/ construction contractor City of San Rafael Community Development Department, Planning Division and Building Division Impact AIR-4: Construction of the proposed project would expose sensitive receptors to substantial pollutant concentrations through exceedance of the carcinogenic inhalation health risk threshold. AIR-4, Implement Mitigation Measure AIR-3a. Phase 1 and Phase 2 Prior to the commencement of and throughout the duration of construction activities Project sponsor/ construction contractor City of San Rafael Community Development Department, Planning Division and Building Division 4.11 GREENHOUSE GAS EMISSIONS Impact GHG-1: The proposed project would generate GHG emissions, either directly or indirectly, that would have a significant effect on the environment. GHG-1, Natural Gas Prohibition for Recreational Use. Prior to the issuance of building permits, the project sponsor shall submit documentation to the City of San Rafael (City) Planning Department that demonstrates, to the satisfaction of the City, that natural gas-fired recreational fire pits are not included in the proposed project design. Phase 1 and Phase 2. This measure has been incorporated into the current project design as of June 2024 and is considered complete. Project sponsor City of San Rafael Community Development Department, Planning Division Impact GHG-2: The proposed project would generate GHG emissions, either directly or GHG-2, Implement Mitigation Measure GHG-1. Phase 1 and Phase 2. Prior to the issuance of building permits Project sponsor City of San Rafael Community Development N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 20 Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation indirectly, that would have a significant effect on the environment. Department, Planning Division 4.12 NOISE Impact NOI-1: Construction of the proposed project would result in a significant short- term increase in ambient noise levels in the vicinity of the project site in excess of the thresholds established in the City of San Rafael General Plan or Noise Ordinance. NOI-1, Sound Barriers. The City of San Rafael (City) Director of Community Development, or designee, shall verify prior to issuance of demolition or grading permits that the approved plans require that the construction contractor implement the following measures during project construction activities:  Temporary noise barriers or shrouds shall be installed (featuring materials and methods of assembly and installation that yields a sound transmission class [STC] of 20 or better) near the operating equipment in a safe, feasible, and practical manner to break sound paths between it and the off-site or on-site noise-sensitive receptors (e.g., single- or multi-family residences) of concern.  During Phase 1 of construction, the temporary barriers shall be a minimum of 10 feet tall.  During Phase 2 of construction, the barriers shall be a minimum of 11 feet tall. Phase 1 and Phase 2 Prior to the issuance of demolition or grading permits and during construction activities Project sponsor/ construction contractor City of San Rafael Community Development Department, Planning Division Impact NOI-2: Operation period noise levels could exceed the City’s land use compatibility thresholds for future on-site sensitive receptors. NOI-2, On-Site Noise Compliance Requirements. Prior to City approval of building permits, the project sponsor shall include in construction documents for City review building operation noise control and sound abatement features or considerations for stationary equipment during nighttime hours. The documentation shall include at least the following:  Equipment sound emission data (or sufficient engineering data from the manufacturer of equipment model[s]);  Architectural renderings and details depicting, where technically feasible, roof parapets, screens, walls, or other barriers around mechanical equipment that may directly or indirectly occlude, Phase 1 and Phase 2 Prior to the issuance of building permits Project sponsor/ construction contractor City of San Rafael Community Development Department, Planning Division 21 M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) Environmental Impacts Mitigation Measures Applicable Phase Timeframe for Implementation Responsibility for Implementation Oversight of Implementation reflect, and/or absorb equipment noise emissions—conveyed via airflows or via vibrating equipment casings or enclosures; and  Incorporation of dissipative duct silencers, shrouds, covers, acoustical louvers, acoustically lined ductwork, and other means to help attenuate noise from fans, pumps, compressors, and other equipment featuring reciprocating or revolving components. The documentation shall demonstrate whether these measures, or any additional feasible mitigation measures, will reduce the sound level to below the established 45 dBA Leq thresholds for on-site sensitive receptors. After City approval, information on subsequent project design changes, equipment selections, or construction alterations that substantially deviate from these noise control and/or sound abatement details appearing in the construction documents must be reviewed by a qualified acoustician and provided to the City with respect to expected sufficiency of expected conformance with applicable City noise thresholds or as otherwise approved by the City. 4.14 UTILITIES AND SERVICE SYSTEMS Impact UTL-1: The proposed project would generate wastewater that would exceed the capacity of the existing sewer infrastructure that serves the project site. UTL-1: Prior to the issuance of a certificate of occupancy for any of the residential units on the project site, the existing 12-, 15-, and 18-inch-diameter Northgate Trunk Sewer line downstream of the project site shall be upsized as determined by hydraulic calculations conducted by the project sponsor in coordination with the Las Gallinas Valley Sanitary District (LGVSD). The analysis shall also identify the fair share cost for these improvements attributed to the proposed project. The certificate of occupancy shall not be issued until the LGVSD has issued final approval that the required upgrades have been completed. Phase 1 and Phase 2 Prior to the issuance of a certificate of occupancy for any residential unit Project sponsor/ construction contractor City of San Rafael Community Development Department, Planning Division and LGVSD Source: Compiled by LSA (2024) N ORTHGATE M ALL R EDEVELOPMENT P ROJECT S AN R AFAEL, C ALIFORNIA M ITIGATION M ONITORING AND R EPORTING P ROGRAM O CTOBER 2024 P:\CSR2001.03 Northgate\PRODUCTS\MMRP\Northgate MMRP_101824.docx (10/18/24) 22 This page intentionally left blank PRIVATELY OWNED PUBLICLY ACCESSIBLE EXHIBIT BIKE HUB ±9,604 SF TOWN SQUARE ±56,975 SF RESTAURANT ENTRY PLAZA ±8,984 SF CORNER MONUMENT REST STOP ±2,093 SF CORNER MONUMENT REST STOP ±508 SF #1 & #2 #3 #4 #5 EXHIBIT Aii 1 inch = 60 ft. 60 S S S S E X B U S S T O PEXIST. P R O M E N A D E MT. OLIVET CEMETARY NORTHGATE III (E) PKG. GARAGE TO REMAIN E X B U S S T O P LOT 3 PROPOSED RESIDENTIAL 2 A TOWNHOME SUBDIVISION 100 UNITS (4.91 AC.) LOT 4 PROPOSED RESIDENTIAL 3 280+/- UNITS (3.36 AC.) LOT 5/6 (5.14 AC.) LOT 1 2.27 AC. LOT 9 PROPOSED PAD 1: 8,400+/- SF (1.75 AC.) LOT 8 PROPOSED PAD 2: 4,300+/- SF (1.63 AC.) LOT 7 (2.04 AC.) S S S S PROPOSED SHOPS 3 (5,000+/- SF) CINEMA (65,000+/- SF) LOT 10 PROPOSED PAD 4: 3,800+/- SF (1.08 AC.) LOT 11 PROPOSED PAD 3: 5,000+/- SF (0.66 AC.) LOT 12 PROPOSED PAD 5: 5,000+/- SF (0.68 AC.) LOT 16/17/18 (3.20 AC.) PROPOSED SHOPS 4 (6,400+/- SF) PROPOSED SHOPS 1 (6,400+/- SF) SHOPS 5 (3,500+/- SF)MAJOR 3 (10,000+/- SF) PROPOSED TOWN SQUARE MAJOR 2 28,000+/-SF SHOPS 2: 11,600+/- SF SHOPS 2A: 6,250+/- SF RESTAURANT: 8,510+/-SF MGMT. OFFICE: 800+/- SF POLICE: 200+/- SF L O A D I N G NO PARKING VAN V A N NO PARKING V A N NO PARKING VAN NO PARKING VAN NO PARKING VAN NO PARKING VAN NO PARKING VAN NO PARKING V AN NO PAR KING VAN NO PARKING VAN NO PARKING L O A D I N G VAN NO PARKING L OA D ING LOADING VANNO PARKING NOPARKING V A N NO PAR KI NG VAN NO PARKING VAN NO PARKING 19 19 19 VAN NO PARKING PROPOSED CONNECTION TO SMART RAIL STATION LOT 13/14/15 (4.99 AC.) PROPOSED LIBRARY / COMMUNITY CENTER LOT 23 2.82 AC. LOT 19 2.75 AC. LOT 20 1.70 AC. LOT 22 0.85 AC. LOT 24 0.30 AC. LOT 21 2.72 AC. L A S G A L L I N A S A V E N U E NORTHGATE DRIVE N O R T H G A T E D R I V E L O S R A N C H I T O S R O A D DEL PRESIDIOBLVD. N O R T H G A T E D R I V E N O R T H G A T E D R I V E NOVA ALBIONWAY EL FAISANDRIVE L A S G A L L I N A S A V E N U E STREET "A" (PRIVATE) S T R E E T "C " (P R I V A T E ) S T R E E T " B " ( P R I V A T E ) STREET "B" (PRIVATE) MERRYDALE ROAD STREET "F" (PVT.) S T R E E T "G " (P V T .) S T R E E T " J " ( P V T . ) S T R E E T "H " (P V T .) STREET "I" (PVT.) DRIVEWAY "C" DRIVEWAY "A" D R I V E W A Y " D " DRIVEWAY "E" DRIVEWAY "F" DRIVEWAY "G" DRIVEWAY "H" DRIVEWAY "A" DRIVEWAY "B" DRIVEWAY "C" D R I V E W A Y " D " DRIVEWAY "H" DRIVEWAY "H" D R I V E W A Y "I " DRIVEWAY "J" (E) BLDG TO REMAIN (E) BLDG TO REMAIN (E) BLDG TO REMAIN PROPOSED PROPOSED PROPOSED (EXISTING TO REMAIN) (EXISTING TO REMAIN) PROPOSED PROPOSEDPROPOSED P R O P O S E D P R O P O S E D PROPOSED P R O P O S E D PROPOSED PROPOSED P R O P O S E D P R O P O S E D PROPOSED E X I S T . T O R E M A I N PROPOSED P R O P O S E D P R O P O S E D (EXISTING TO REMAIN) (EXISTING TO REMAIN) PROPOSED PARKING PROPOSED PARKING PROPOSED PARKING PROPOSED PARKING PROPOSED PARKING PROPOSED PARKING PROPOSED PARKING PROPOSED PARKING PROPOSED LOADING PROPOSED LOADING (EXISTING TO REMAIN) PROPOSED 13' PROMENADE END PROPOSED PROMENADE BEGIN PROPOSED PROMENADE EXTENSION PROPOSED MEDIAN EXTENSION PROPOSED MEDIAN EXTENSION (EXISTING TO REMAIN) 64' R/W 56' CURB TO CURB 6 0 ' R / W 4 6 . 9 ' C U R B T O C U R B76' R /W 5 8 .5 ' C U R B T O C U R B 6 4 ' R / W 5 7 ' C U R B T O C U R B 60' R/W 44.1'CURB TOCURB 6 4'R / W 5 6' C U R B T O C U R B LOT 2 PROPOSED RESIDENTIAL 1 A TOWNHOME SUBDIVISION 38 UNITS (1.89 AC.) STREET "K"PROPOSED STREET "L" (PVT.) PROPOSED S T R E E T "M" (P V T.) P R O P O S E D (PVT.) 2 3 C B A 1 A D D1 D 2 1 VESTING TENTATIVE MAP 2025/2040 NORTHGATE TOWN SQUARE REDEVELOPMENT PLAN | 05/03/2024 SAN RAFAEL CITY OF PROPERTY OWNERS APN: 175-060-12; 40; 59; 61; 66 & 67 OWNER: MGP XI NORTHGATE, LLC ADDRESS: 425 CALIFORNIA ST SAN FRANCISCO CA 94104-2102 C020 C/O MGP XI NORTHGATE LLC NAME & ADDRESS OF SUBDIVIDER MERLONE GEIER MANAGEMENT, LLC ADDRESS: 3580 CARMEL MOUNTAIN ROAD, SUITE 260 SAN DIEGO, CALIFORNIA 92130 EXISTING GP LAND USE: COMMERCIAL EXISTING ZONING: GC GENERAL COMMERCIAL. EXISTING USE:OCCUPIED RETAIL BOUNDARY INFORMATION: SHOWN IS BASED ON AN ALTA/ACSM LAND TITLE SURVEY PREPARED BY MOUNTAIN PACIFIC SURVEYS DATED JULY, 2006, JOB NUMBER 506078. BASIS OF BEARINGS HORIZONTAL DATUM IS BASED ON FOUND CENTER LINE STREET MONUMENTS AS SHOWN ON THAT CERTAIN MAP ENTITLED "MAP OF NORTHGATE REGIONAL SHOPPING CENTER" RECORDED IN BOOK 12 OF RECORD MAPS, PAGE 19, MARIN COUNTY RECORDS. BASIS OF TOPOGRAPHY VERTICAL DATUM IS NORTH AMERICAN VERTICAL DATUM OF 1988 (NAVD88) PER OPUS SOLUTION ON FILE IN THIS OFFICE. THE PROPERTY IS IN AN AREA OF MINIMAL FLOOD HAZARD ZONE X: AREAS DETERMINED TO BE OUTSIDE THE 500-YEAR FLOODPLAIN. FIRM 06041C0293E EFFECTIVE DATE 03/16/2016. TOPOGRAPHIC INFORMATION: PER CSW|ST2 AUGUST 2017. ADDITIONAL INFORMATION WAS SUPPLEMENTED BY CLIENT PROVIDED INFORMATION AND LOCAL AGENCY FACILITY MAPS. AGENCIES PROVIDING UTILITIES AND SERVICES: WATER SUPPLY: MARIN MUNICIPAL WATER DISTRICT SEWER SERVICE: LAS GALLINAS SANITARY DISTRICT STORM DRAINAGE: CITY OF SAN RAFAEL GAS & ELECTRIC: PACIFIC GAS & ELECTRIC TELEPHONE: ATT FIRE PROTECTION: SAN RAFAEL FIRE DEPARTMENT TENTATIVE MAP STATEMENT THE TENTATIVE MAP EXTERIOR BOUNDARIES ARE BASED ON RECORD INFORMATION. THE TENTATIVE MAP INTERIOR BOUNDARIES WITHIN THE OWNER'S PROPERTY ARE APPROXIMATE AND SUBJECT TO CHANGE UPON FILING OF THE FINAL MAP. THE GRADING OF THE SITE AND THE LOCATIONS OF THE PROPOSED IMPROVEMENTS ARE TENTATIVE ONLY AND ARE SUBJECT TO CHANGE UPON FILING OF THE IMPROVEMENT PLANS FOR THIS PROJECT. THE PROPOSED GRADING AS SHOWN HEREON IS IN ACCORDANCE WITH THE UPDATED GEOTECHNICAL INVESTIGATION, NORTHGATE TOWN SQUARE PREPARED BY LANGAN ENGINEERING AND ENVIRONMENTAL SERVICES, INC. , DATED 22 DECEMBER 2021. THIS TENTATIVE MAP WAS PREPARED UNDER THE DIRECTION OF: CSW/STUBER-STROEH ENGINEERING GROUP, INC. 504 REDWOOD BOULEVARD, SUITE 310 NOVATO, CA 94947 415/883-9850 NOTES 1.DISTANCES SHOWN ARE IN FEET AND DECIMALS THEREOF. 2. THIS PROPOSED SUBDIVISION MAY BE DEVELOPED IN PHASES AND MULTIPLE OR PHASED FINAL MAPS MAY BE FILED. REFER TO SUBDIVISION MAP ACT SECTION 66456.1 - FILING MULTIPLE FINAL MAPS RELATING TO APPROVED TENTATIVE MAP. 3. REFER TO PRELIMINARY GRADING AND DRAINAGE PLAN, PRELIMINARY STORMWATER CONTROL PLAN AND DETAILS, AND C4 PRELIMINARY UTILITY PLAN FOR ADDITIONAL TENTATIVE MAP INFORMATION. P:\Shared\Projects\Legacy\Novato\Projects\2010150 Northgate Redevelopment\DWG\Sheets\C1.10 Vesting Tentative Map.dwg 05/02/2024 - 08:06 PM leawf 1:1 LEGEND BOUNDARY LINE PROPERTY LINE CENTERLINE EXISTING EASEMENT PROPOSED EASEMENT AC.ACRE APN ASSESSORS PARCEL NUMBER AUE ACCESS AND UTILITY EASEMENT (E)EXISTING OR OFFICIAL RECORDS PUE PUBLIC UTILITY EASEMENT R/W RIGHT OF WAY 20 3 f t midpoint of front lot line midpoint of rear lot line 15 6 f t minimum lot width = lot area / depth lot width = 0.68x43560/156 = 190' 2 6 1 f t 38 6 f t 25 3 f t 4 5 3 f t 328 ft 184 ft 141 ft 347 ft 26 0 f t 5 8 6 f t 308 ft Min. Lot Width = lot area / depth = (1.63ac.x43,560ac/sf)/328' = 216' Min. Lot Width = lot area / depth = (0.85ac.x43,560ac/sf)/141' = 263' Min. Lot Width = lot area / depth = (0.66ac.x43,560ac/sf)/184' = 156' Min. Lot Width = lot area / depth = (1.08ac.x43,560ac/sf)/347' = 136' Min. Lot Width = lot area / depth = (2.04ac.x43,560ac/sf)/260' = 342' Min. Lot Width = lot area / depth = (4.99ac.x43,560ac/sf)/586' = 371' Min. Lot Width = lot area / depth = (5.14x43,560ac/sf)/352' = 636' 3 5 2 f t Min. Lot Width = lot area / depth = (1.89x43,560ac/sf)/253' = 325' Min. Lot Width = lot area / depth = (2.75ac.x43,560ac/sf)/453' = 264' 3 7 8 f t Min. Lot Width = lot area / depth = (3.20ac.x43,560ac/sf)/386' = 361' Min. Lot Width = lot area / depth = (1.70ac.x43,560ac/sf)/261' = 284' Min. Lot Width = lot area / depth = (1.75ac.x43,560ac/sf)/203' = 376' 395 ft Min. Lot Width = lot area / depth = (3.36ac.x43,560ac/sf)/395' = 370' Min. Lot Width = lot area / depth = (4.91ac.x43,560ac/sf)/511' = 419' 511 ft 154 ft Min. Lot Width = lot area / depth = (2.27ac.x43,560ac/sf)/378' = 262' 25 6 f t Min. Lot Width = lot area / depth = (2.72ac.x43,560ac/sf)/256' = 463' 366 ft Min. Lot Width = lot area / depth = (2.82ac.x43,560ac/sf)/366' = 336' 98 ft Min. Lot Width = lot area / depth = (0.30ac.x43,560ac/sf)/98' = 133' MINIMUM LOT WIDTH CALCULATION EXHIBIT lot depth EXHIBIT B 1 inch = 60 ft. 60 E X B U S S T O PEX P R O M E N A D E L A S G A L L I N A S A V E N U E NORTHGATE DRIVE N O R T H G A T E D R I V E L O S R A N C H I T O S R O A D DEL PRESIDIOBLVD. EL FAISAN DRIVE MT. OLIVET CEMETARY NORTHGATE III (E) PKG. GARAGE E X B U S S T O P STREET "A" S T R E E T "C " S T R E E T " B " STREET "B" PROPOSED 52' A.U.E. P R O P O S E D 5 2 ' A . U . E . PROPOSED 52' A.U.E. P R O P O S E D 5 2 ' A .U .E . MERRYDALE ROAD PROPOSED CONNECTION TO SMART RAIL STATION 2 9 ' 2 3 ' 2 9 ' 2 3 ' 29'23' 29' 23' LOT 2 RESIDENTIAL 1 38+/- UNITS (1.89 AC.) LOT 3 RESIDENTIAL 2 A TOWNHOME SUBDIVISION 100 UNITS (4.91 AC.) LOT 4 RESIDENTIAL 3 280+/- UNITS (3.36 AC.) LOT 5/6 LOT 5: 446+/- UNITS (RESID. 4) LOT 6: 6,200+/- SF (SHOPS 4) (5.14 AC.) LOT 9 PAD 1: 8,400+/- SF (1.75 AC.) LOT 8 PAD 2: 4,300+/- SF (1.63 AC.) LOT 7 (2.04 AC.) LOT 10 PAD 4: 3,800+/- SF (1.08 AC.) LOT 11 PAD 3: 5,000+/- SF (0.66 AC.) LOT 12 PAD 5: 5,000+/- SF (0.68 AC.) LOT 16/17/18 LOT 16: 249+/- UNITS (RESID. 6) LOT 17: 23,140+/- SF (MAJOR 4) LOT 18: 5,000+/- SF (SHOPS 6) (3.20 AC.) LOT 13/14/15 LOT 13: 264+/- UNITS (RESID. 5) LOT 14: 10,000+/- SF (MAJOR 3) LOT 15: 3,500+/- SF (SHOPS 5) (4.99 AC.) LOT 1 2.27 AC. LOT 23 2.82 AC. LOT 19 2.75 AC. LOT 20 1.70 AC. LOT 22 0.85 AC. LOT 24 0.30 AC. LOT 21 2.72 AC. ( P R I V A T E ) (P R I V A T E ) (PRIVATE) (PRIVATE) N O R T H G A T E D R I V E N O R T H G A T E D R I V E L A S G A L L I N A S A V E N U E N O R T H G A T E D R I V E STREET "F" (PVT.) S T R E E T "G " (P V T .) S T R E E T " J " ( P V T . ) S T R E E T "H " (P V T .) STREET "I" (PVT.) DRIVEWAY "C" DRIVEWAY "A" D R I V E W A Y " D " DRIVEWAY "E" DRIVEWAY "F" DRIVEWAY "G" DRIVEWAY "H" DRIVEWAY "A" DRIVEWAY "B" DRIVEWAY "C" D R I V E W A Y " D " DRIVEWAY "H" DRIVEWAY "H" D R I V E W A Y "I " DRIVEWAY "J" PROPOSED 26' AUE PROPOSED 26' AUE PROPOSED 26' AUE PROPOSED 26' AUE PROPOSED 29' AUE PROPOSED 30' AUE P R O P O S E D 2 6 ' A U E PROPOSED 40' AUE PROPOSED 26' AUE PROPOSED 26' WIDE ACCESS AND UTILITY EASEMENT (TYP.) PROPOSED 10' PUBLIC STORM DRAIN EASEMENT PORTION EXISTING SDE & PUE TO BE ABANDONED PROPOSED 30' AUE PROPOSED 28' AUE 64' R/W56.5' CURB TO CURB 6 0 ' R / W 4 6 . 9 ' C U R B T O C U R B76' R /W 6 6 .1 ' C U R B T O C U R B 6 4 ' R / W 5 6 . 3 ' C U R B T O C U R B 60' R/W 44.1'CURB TOCURB 6 4'R / W 5 6.6' C U R B T O C U R B 1 C 2 . 3 1 C C 2 .3 0 B C 2 .3 0 A 1 C 2 . 3 0 A C2.30 D C 2.3 0 D1 C2.30 D 2 C 2 . 3 0 VESTING TENTATIVE MAP 2025/2040 NORTHGATE TOWN SQUARE REDEVELOPMENT PLAN | 05/03/2024 LEGEND BOUNDARY LINE PROPERTY LINE CENTERLINE EXISTING EASEMENT PROPOSED EASEMENT AC.ACRE APN ASSESSORS PARCEL NUMBER AUE ACCESS AND UTILITY EASEMENT BK. PG.BOOK AND PAGE DN/DOC.DOCUMENT NUMBER (E)EXISTING OR OFFICIAL RECORDS PUE PUBLIC UTILITY EASEMENT R/W RIGHT OF WAY SSE SANITARY SEWER EASEMENT WLE WATER LINE EASEMENT LEGEND EXISTING EASEMENT QUITCLAIMED EXISTING EASEMENT (REFER TO C-1.20 AND C-1.21) PROPOSED AUE (STREETS) PROPOSED AUE (DRIVEWAY) PROPOSED AUE (LOT 3 STREETS) PROPOSED AUE (DRIVEWAY G) EXISTING EASEMENT TO BE QUITCLAIMED PRELIMINARY 05/03/2024 JUNE 4, 2024 MASTER SIGN PROGRAM NOVEMBER 19, 20241 ROMERO THORSEN DESIGN TOWN SQUARE EXHIBIT C ROMERO THORSEN DESIGN INDEX 17A Written Criteria 2025 Site Plan/Sign Legend and Locations 2040 Site Plan/Sign Legend and Locations Colors Logotype Options Font Samplings Sign Design Exhibits Pylon A Pylon B Tenant Monument (Single Face) Tenant Monument (Double Face) Drive Thru Tenant ID (Double Face) Vehicular Wayfinding Pedestrian Directory Pedestrian Wayfinding Parking Building Sign Parking Entrance Sign Banner Designs Blade Sign (Circle) Blade Sign (Rectangle) Letter Case Studies Letter Details (Fascia) Letter Details (Canopy) Tenant Elevations 01 03 04 05 06 07 10 12 14 16 18 19 20 21 22 23 24 26 27 28 29 30 31 INDEX 11-19-20241 ROMERO THORSEN DESIGN WRITTEN CRITERIA PURPOSE The Northgate Town Square Master Sign Program (MSP) specify the property name, logo, Logotype, taglines, fonts, colors, and sign design used on all freestanding and building attached signs throughout Northgate Town Square. These design criteria serve to provide a cohesive and attractive public image of the Northgate Town Square development. REQUIREMENT Implementation of all pylon, monument, wayfinding, and tenant signs as depicted within the design exhibits and criteria shall conform to these Northgate Town Square Master Sign Program (MSP) Guidelines. ALLOWED SIGNAGE TYPES PYLON SIGNS / MULTI-TENANT Natural stone bases to match existing project stone with painted aluminum, routed and push thru acrylic tenant names back-lit, and project Identification, and project address. Halo-lit dimensional project logo applied to stone base. Illuminated cabinet edges with routed project pattern. Tenant panels in tenant font with uniform background color and illumination. Pylon A overall size: 25’-0” x 29’-0“ x 3’-0”. Pylon B overall size: 25’-0” x 9’-0” x 3’-0”. (1) Pylon A (1) Pylon B MONUMENT SIGNS / MULTI-TENANT Natural stone bases and pilasters to match existing project stone with painted aluminum, routed and push thru acrylic tenant names back-lit, and project Identification, and project address. Illuminated lantern on pilaster with routed project pattern. Tenant panels in tenant font with uniform background color and illumination. Overall monument size: 7’-6” x 17’-6” x 4’-2” (5) Single Face Monuments (1) Doubleface Monument DRIVE THRU TENANT ID-SINGLE TENANT Natural stone bases and to match existing project stone with painted aluminum, routed and push thru acrylic tenant name and or logo/icon back-lit Illuminated. Tenant panels in tenant font with uniform background color and illumination. Overall sign size: 5’-6” x 4’-0” x 1’-0” (2) Tenant Identification Signs, Double Face WAYFINDING SIGNS VEHICULAR WAYFINDING SIGNS Natural stone bases to match existing project stone with painted aluminum, routed and push thru acrylic arrows, tenant and residential names back-lit. Signs are double faced. Overall size: 7’-0“ x 3’-6” x 1’-0“ (5) panels total per face (6) signs total internal to project PARKING SIGNS Direct painted and painted aluminum letters and symbol with internal illumination Signs are single face. Overall size: 20’-0“ x 3’-0” x 1’-0“ Parking Symbol overall size: 9’-2” x 9’-2” in diameter. (2) Direct Paint and applied enter/exit parking signs (1) Applied parking symbol sign PEDESTRIAN WAYFINDING SIGNS DIRECTORIES Painted aluminum, translucent glass faces with back-lit changable graphics. Directory signs are double face. Overall size: 7’-2“ x 3’-0” x 1’-0“ (2) Directories total, internal to project DIRECTIONAL SIGNS Painted aluminum with routed and push thru acrylic tenant and residential names and destinantions back-lit, and project Identification, Directional signs are multi- face. (4) Directional signs total, internal to project BANNER GRAPHICS Direct print sunbrella cloth fabric banners identify amenities, shops & Restaurants, Cinema, and general lifestyle content are attached to the area develpment light poles. Banners are double face and occur throughout the entire project. TENANT SIGNAGE RULES & CALCULATIONS: MULTI-TENANT BUILDINGS, RETAIL TENANTS SHOPFRONT SIGNAGE TYPES ALLOWED: Types A, B, C, D (Refer to page 10 exhibits) SHOPFRONT SIGNAGE MAXIMUM AREA: Ground Floor Storefronts: 1 square feet of sign area per lineal foot of storefront that contains a public entrance. Ground Floor Side/Rear Walls without Public Entrances: 1 square foot of sign area per lineal foot of wall fronting a tenant space if the wall meets one of these standards: 1) Transparent glazing between the heights of 3 feet and 8 feet along at least 50 percent of the tenant space; or 2) A trellis with live, irrigated landscaping along at least 50 percent of the tenant space; or 3) Architectural detailing consistent with the other building facades such as awnings, canopies, changes in building material, and modulation. SHOPFRONT SIGNAGE MAXIMUM WIDTH: 80% of sign band width (Sign band: The area above the shopfront glazing where shopfront signage will logically be placed; it is bound by architectural features including the top of the shopfront glazing, building parapet, changes in material or fascia setback depth, or others. Most sign bands will be the full width of the shopfront, however some may be narrowed by architectural features of the building.) 1 1 ROMERO THORSEN DESIGN WRITTEN CRITERIA SHOPFRONT SIGNAGE MAXIMUM HEIGHT: 3’0” or 50% of the available sign band, whichever is smaller; brand logos may be taller provided that the total aggregate sign area falls within the maximum area as defined above. UNDER-AWNING SIGNS: Anchor tenants (25,000 SF and above) may have 5’0” tall letters. 1 sign permitted to left side of tenant’s main entrance. Max width: 4’0”, max height: 3’0”. Mounting height: 8’-0” min to underside of blade sign; top of blade sign to not extend above or below awning, canopy, or other overhanging feature of a building under which the sign is suspended Under-awning signs may be externally illuminated at the discretion of Property Owner. DRIVE-THRU SIGNS: Tenants with drive-thrus may have 1 double-sided sign at each entry or (exit to the drive-thru area with maximum width: 1’6”, maximum height: 4’0”, and a maximum messaging area of 1.5 SF per side. Tenants are allowed 1 single-sided menu board sign with maximum area of 50 SF. Tenants may install branded clearance bar signage for their drive-thru. Menu board signs may be illuminated, all other drive-thru signs to be non-illuminated. NOTES: Shopfront signs shall be mounted directly onto the building facade/fascia or to architectural metal storefront canopy where existing. No visible raceways permitted for any sign types. 2 LOCATION PLAN 2025 SCALE: 1”=175’ ROMERO THORSEN DESIGN NORTHGATE DRIVE L A S G A L I N A S A V E N U E LAS GALINAS AVENUEME R R Y D A L E RO A D EL FAIS A N D R I V E NOVA A L B I O N W A Y T H O R N D A L E D R I V E N O R T H G A T E D R I V E DEL P R E S I D I O BOUL E V A R D TOWN SQUARE B (TYPICAL) PYLON A (1) PYLON B (1) MONUMENT (5 ) 2-SIDED MONUMENT (1) VEHICULAR WAYFINDING (6) PEDESTRIAN WAYFINDING (4) PEDESTRIAN DIRECTORY (2) PARKING ENTRY (2) PARKING ICON ID (1) BANNERS (QTY. TBD) LED SCREEN/ARTWORK (1) SIGNAGE LEGEND PA PB M M2 VW PW PD PE PI B LED PA.1M.1VW.1PI.1PE.1 PE.2 PB.1 PW.1 PD.1 VW.2 VW.3 VW.4 M.3 M.2M.4 VW.5 PW.2 LED PW.4 PW.3 M2.1 VW.6 PD.2 MAP LEGEND COMMERCIAL/RETAIL RESIDENTIAL PARKING STRUCTURE RESIDENTIAL PARKING SHARED GREEN SPACE 3 M.5 LOS RANCHITOS ROAD 11-19-20241 DT.1 DRIVE THRU TENANT ID (1)DT LOCATION PLAN 2040 SCALE: 1”=175’ ROMERO THORSEN DESIGN 17A NORTHGATE DRIVE L A S G A L I N A S A V E N U E LAS GALINAS AVENUEME R R Y D A L E RO A D EL FAIS A N D R I V E NOVA A L B I O N W A Y T H O R N D A L E D R I V E N O R T H G A T E D R I V E DEL P R E S I D I O BOUL E V A R D TOWN SQUARE PYLON A (1) PYLON B (1) MONUMENT (5) 2-SIDED MONUMENT (1) VEHICULAR WAYFINDING (6) PEDESTRIAN WAYFINDING (4) PEDESTRIAN DIRECTORY (2) PARKING ENTRY (2) PARKING ICON ID (1) BANNERS (QTY. TBD) LED SCREEN/ARTWORK (1) DRIVE THRU TENANT ID (2) PA PB M M2 VW PW PD PE PI B LED PB.1 M.4 PA.1M.1VW.1PI.1PE.1 PE.2 PD.1 VW.2 VW.3 VW.4 M.3 M.2VW.5 B (TYPICAL) PW.2 LED PW.4 PW.3 M2.1 DT.2 VW.6 PD.2 DT.2 SIGNAGE LEGEND MAP LEGEND COMMERCIAL/RETAIL RESIDENTIAL PARKING STRUCTURE RESIDENTIAL PARKING SHARED GREEN SPACE 4 DT DT.2DT.1 M.5 LOS RANCHITOS ROAD 11-19-20241 ROMERO THORSEN DESIGN COLORS 1 2 17A 3 4 5 COLORS 5 NORTHGATE TOWN SQUARE NORTHGATE TOWN SQUARE NORTHGATE TOWN SQUARE NoRTHGATE TOWN SQUARE LOGOTYPE OPTIONS ROMERO THORSEN DESIGN 17A A B C D 6 A NEUTRA DISPLAY C CHALET B ACRE MEDIUM D P22 FLW Exhibition FONT SAMPLINGS ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over ABCDEFGHIJKLMNOPQRSTUVWXYZabcd ROMERO THORSEN DESIGN 17A 7 E GOTHAM LIGHT G COCOTTE ALTERNATE F BREAMCATCHER H OPTIBinner GOTHIC FONT SAMPLINGS ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz The quick brown fox jumps over ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over ABCDEFGHIJKLMNOPQRSTUVWXYZabcd ROMERO THORSEN DESIGN 17A 8 I P22 Arts and Crafts Tall K Willow J Carouselambra FONT SAMPLINGS ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over L P22 Arts and Crafts ABCDEFGHIJKLMNOPQRSTUVWXYZ abcdefghijklmnopqrstuvwxyz 0123456789 The quick brown fox jumps over ABCDEHIJKNOPQRSVWXYZ abcdehijknopqrsvwxyz 0123456789 e quick brown f jumps over ROMERO THORSEN DESIGN 17A 9 ELEVATION SCALE: 3/16”=1’-0” SIDE VIEW PYLON A (QTY. 1)PA ROMERO THORSEN DESIGN 17A TOWN SQUARE 5800 RESTAURANT FASHION FARM FRESH CI NE MA THE SHOP 25 ' - 0 " 9'-0" 29'-0"3'-0" STONE 2'-0" New stone base to match existing project stone Painted aluminum with backlit push thru acrylic graphics lluminated edge with project pattern Painted aluminum project identity mounted to stone base with halo lighting 1 2 3 4 2 1 4 1 2 3 1011-19-20241 PYLON A (QTY. 1)PA ROMERO THORSEN DESIGN 17A KEY PLAN (PA.1 THRU PA.2) PA.1 PLAN VIEW (CORNER OF NORTHGATE DRIVE AND LAS GALINAS) SCALE: 1”=20’-0” PA.1 NORTHGATE DRIVE LA S G A L I N A S A V E N U E LOS RANCHITOS ROAD M E R R Y D A L E R O A D EL FAIS A N D R I V E NOVA ALBIO N W A Y T H O R N D A L E D R I V E N O R T H G A T E D R I V E DEL PRESIDIO BOULEVARD LA S G A L I N A S A V E N U E NORTHG A T E D R I V E 1111-19-20241 PYLON B (QTY. 1)PB ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 3/16”=1’-0” PLAN VIEW SIDE VIEW RESTAURANT FASHION FARM FRESH CI NE MA THE SHOP 12 New stone base to match existing project stone Painted aluminum with backlit push thru acrylic graphics lluminated edge with project pattern Painted aluminum project identity mounted to stone base with halo lighting 1 2 3 4 25 ' - 0 " 9'-0"2'-0" 3'-0" STONE BASE 2 1 4 3 11-19-20241 PYLON B (QTY. 1) ROMERO THORSEN DESIGN 17A PB 13 KEY PLAN (PB.1 THRU PB.4) PB.1 NORTHGATE DRIVE LA S G A L I N A S A V E N U E LOS RANCHITOS ROAD M E R R Y D A L E R O A D EL FAIS A N D R I V E NOVA ALBIO N W A Y T H O R N D A L E D R I V E N O R T H G A T E D R I V E DEL PRESIDIO BOULEVARD PLAN VIEW (NORTHGATE DRIVE AND PROPERTY ENTRY) SCALE: 1”=20’-0” PB.1 P R O P E R T Y E N T R A N C E NORTHGATE DRIVE 11-19-20241 MONUMENT SIGN (QTY. 5)M ROMERO THORSEN DESIGN 17A 14 3' - 3 " NE W P A N E L 7' - 1 0 " 6' - 0 " 24'-0" OVERALL +/- 17'-6" NEW PANEL ELEVATION SCALE: 1/4”=1’-0” TOP VIEW RESTAURANTMARKET THE SHOPTOWN SQUARE 5 8 0 0 3 1 2 2 Existing stone base and stone pilaster Painted aluminum with backlit push thru acrylic graphics New illuminated lantern with project pattern 1 2 3 PANEL RAISED TO CLEAR 2’ PLANTING (M.2 ONLY) 11-19-20241 MONUMENT SIGN (QTY. 5)M ROMERO THORSEN DESIGN 17A 15 M.1 M.5 M.2 NORTHGATE DRIVE PR O P E R T Y E N T R A N C E ME R R Y D A L E R O A D PLAN VIEW (NORTHGATE DRIVE AND PROPERTY ENTRANCE) SCALE: 1”=20’-0” M.1 PR O P E R T Y E N T R A N C E LAS GALINAS A V E PLAN VIEW (PROPERTY ENTRANCE AND LAS GALINAS) SCALE: 1”=20’-0” M.2 KEY PLAN (M.1-M.5) NORTHGATE DRIVE LA S G A L I N A S A V E N U E LOS RANCHITOS ROAD M E R R Y D A L E R O A D EL FAIS A N D R I V E NOVA ALBIO N W A Y T H O R N D A L E D R I V E N O R T H G A T E D R I V E DEL PRESIDIO BOULEVARD PLAN VIEW (LOS RANCHITOS ROAD) SCALE: 1”=20’-0” M.3M.4 LOS RANC H O T O S R O A D M.3 PLAN VIEW (NORTHGATE AND LOS RANCHITOS ROAD) SCALE: 1”=20’-0” M.4 LOS R A N C H I T O S R O A D N O R T H G A T E D R I V E PLAN VIEW (DEL PRESIDIO BLVD AND LAS GALINAS) SCALE: 1”=20’-0” M.5 DEL PRESIDI O B O U L E V A R D LA S G A L I N A S A V E N U E 11-19-20241 DOUBLE-SIDED MONUMENT SIGN (QTY. 1)M2 ROMERO THORSEN DESIGN 17A 3' - 3 " NE W P A N E L 7' - 1 0 " 6' - 0 " +/- 17'-6" NEW PANEL 24'-0" OVERALL ELEVATION SCALE: 1/4”=1’-0” TOP VIEW RESTAURANTMARKET THE SHOPTOWN SQUARE 5 8 0 0 3 1 2 2 New stone base and stone pilaster Painted aluminum with backlit push thru acrylic graphics New illuminated lantern with project pattern 1 2 3 16 DOUBLE-SIDED MONUMENT SIGN (QTY. 1)M2 ROMERO THORSEN DESIGN 17A NORTHGATE DRIVE LA S G A L I N A S A V E N U E LOS RANCHITOS ROAD M E R R Y D A L E R O A D EL FAIS A N D R I V E NOVA ALBIO N W A Y T H O R N D A L E D R I V E N O R T H G A T E D R I V E DEL PRESIDIO BOULEVARD PROPERTY ENTRANCE LA S G A L I N A S A V E M2.1 KEY PLAN (M2.1) PLAN VIEW (PROPERTY ENTRANCE AND LAS GALINAS) SCALE: 1”=20’-0” M2.1 17 DRIVE THRU TENANT IDENTIFICATION ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 3/4”=1’-0” SIDE VIEW DT.2DT 18 KEY PLAN (DT.1 THRU DT.2) New stone base to match existing project stone Painted Aluminum sign construction Painted aluminum with backlit push thru acrylic graphics on (2) sides (doubleface) 1 5 6 1 5 6 5' - 6 " 4'-0" TOP VIEW coffee time 1'-0" 8" DT.2DT.1 DT.2DT.2 11-19-2024 (New Sign Type Added)1 VEHICULAR WAYFINDING (QTY.6) VW ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1/2”=1’-0” SIDE VIEW TOP VIEW MACY’S TOWN SQUARE RESIDENTIAL RETAIL SHOPS CINEMAS 7' - 0 " 1'-0"3'-6" 8" VW.1 VW.2 VW.3 KEY PLAN (VW.1 THRU VW.6) 2 1 New stone base to match existing project stone Painted aluminum with backlit push thru acrylic graphics 1 2 VW.4VW.5 VW.6 19 PEDESTRIAN DIRECTORY (QTY.2)PD ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1/2”=1’-0” SIDE VIEW PD.1 PD.2 KEY PLAN (PD.1 THRU PD.2) New stone base to match existing project stone Glass face Backlit map graphics 1 5 6 1 5 6 7' - 2 " 3'-0" TOWN SQUARE 10" 7" TOP VIEW 20 PEDESTRIAN WAYFINDING (QTY. 4)PW ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1/2”=1’-0” SIDE A SIDE B SIDE C SIDE D TOP VIEW D AC B 9' - 0 " 10" TOWN SQUARE TOWN SQUARE TOWN SQUARE TOWN SQUARE CENTURY THEATRES TOWN SQUARE RETAIL SHOPS GROCERY MARKET RESIDENCES TOWN SQUARE RETAIL SHOPS GROCERY MARKET TOWN SQUARE RETAIL SHOPS RESIDENCES CENTURY THEATRES RESIDENCES RETAIL SHOPS PW.1 PW.2 PW.3 PW.4 KEY PLAN (PW.1 THRU PW.4) Painted aluminum with backlit push thru acrylic graphics Etched metal pattern layers 2 7 7 2 21 PARKING BUILDING SIGN (QTY. 1)PI ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1/2”=1’-0” CONTEXT ELEVATION SCALE: 1”=40’-0” SIDE VIEW 9' - 2 " 9'-2"6" PARKING ENTEREXIT PARKING ENTEREXIT PI.1 KEY PLAN (PI.1) 9 Internally illuminated acrylic graphics mounted to building fascia 9 22 PARKING ENTRANCE SIGN (QTY. 2)PE ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1/8”=1’-0” PARKING ENTEREXIT PARKING ENTEREXIT PARKING ENTEREXIT CONTEXT ELEVATION SCALE: 1”=40’-0” 3' - 0 " 20'-6" 1' - 2 " PE.1 PE.2 KEY PLAN (PE.1 THRU PE.2) 9 10 Internally illuminated acrylic graphics mounted to building fascia Painted graphics applied directly to building fascia with indirect lighting 9 10 23 B BANNER DESIGNS (QTY. TBD) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=1’-0” CONTEXT ELEVATION SCALE: 1/4”=1’-0” 8' - 2 " +/-2'-10" TO W N S Q U A R E GATHER ENJOY INDULGE TO W N S Q U A R E GATHER ENJOY INDULGE 11 Digitally printed graphic fabric banners attached to existing light poles 11 24 B BANNER DESIGNS (QTY. TBD) TOWN SQUARE (RED) RETAIL (YELLOW) ROMERO THORSEN DESIGN 17A GATHER ENJOY INDULGE WE L C O M E T O TO W N S Q U A R E TO W N S Q U A R E TO W N S Q U A R E PARK RIDE EXPLORE TO W N S Q U A R E CELEBRATE YOUR STYLE 25a B BANNER DESIGNS (QTY. TBD) RESIDENTIAL (BLUE) ROMERO THORSEN DESIGN 17A EXPLORE LIVE GROW WE L C O M E T O TO W N S Q U A R E TO W N S Q U A R E EXPLORE LIVE INDULGE 25b BLADE SIGN/ CIRCLE OPTION ARTISTIC AND CREATIVE TENANT DESIGNS ARE ENCOURAGED 17A ELEVATION SCALE: 1”=1’-0” SIDE VIEW CONTEXT ELEVATION SCALE: 1/2”=1’-0” 2' - 6 " 2'-6"6"3" BLADE SIGN WITH APPLIED DIMENSIONAL COPY AND INTERNAL ILLUMINATION 8' - 0 " C L E A R A N C E TENANT TENANT ROMERO THORSEN DESIGN 26 BLADE SIGN/ RECTANGLE OPTION ELEVATION SCALE: 1”=1’-0” TOP VIEW SIDE VIEW CONTEXT ELEVATION SCALE: 1/2”=1’-0” 3"3'-0"6" 1' - 1 0 " 8' - 0 " C L E A R A N C E TENANT ARTISTIC AND CREATIVE TENANT DESIGNS ARE ENCOURAGED TENANT BLADE SIGN WITH APPLIED DIMENSIONAL COPY AND INTERNAL ILLUMINATION 17AROMERO THORSEN DESIGN 27 EXAMP LES OF ACCEPTAB LE SIGN MAN UFACT URING QUALI TY AND DESIGN LETTER CASE STUDIES 17AROMERO THORSEN DESIGN 28 LETTER DETAILS (FASCIA) ROMERO THORSEN DESIGN 17A 1 2 COUN TER-S UNK STAIN LESS STEEL FASTENERS P AIN TED T O MATCH LETTER RETURN COLO R ON EXPOSED SUR FACES. W HITE LED ILLUMIN ATION AS R EQUIRED F OR SU FFICENT AN D EVEN LIGHTING . N OTE: COL- ORED L ED I S ALLO WED P ROV IDING LANDLO RD APPROVAL CLEAR ACRYLI C LETTER B ACKER AS R EQUIR ED (R EMO VAB LE) 1/8” ACRYL IC LETTER FACE. 3 2 3 7 INLAID/FACE LIT LETTER S CALE: 3”=1’-0” H ALO L IT L ETTER S CAL E: 3”=1’-0” 1 4 V A R IE S V A R IE S 4" 1-1/2"1/2" 4" DUAL LIT LETTER WITH INTEGRAL FACE RETAINER SCAL E: 3”=1 ’-0” V A R IE S 4" 5 6 1 -1/2" . .080 (MIN.) ALUMIN UM W ITH P AIN TED FINISH. 3/8” THI CK ACYRLI C F ACE WITH CHEMICAL BOND ADHESIVE N OTE: O PTIONAL TRANSL UCEN T VINYL OV ERL AY IN TENAN T B RAND COLOR IS A LLOWED. AL UMINUM SP ACER OR A L UMINUM CLIP . FINIS H TO MATCH FASCI A OR PANEL COLOR. 1 5 6 4 3 3 2 1 5 7 1 5 6 4 3 29 LETTER DETAILS (CANOPY) ROMERO THORSEN DESIGN 17A 2 3 1 4 5 6 2A INLAID/FACE LIT LETTER (ABOVE CANOPY) S CALE: 3”=1’-0” 4" VA R IE S .080 (MIN.) ALUMIN UM W ITH INTEGR AL RETAINE R AN D P AIN TED FINISH. 1 /2” THI CK FROSTED CLEAR ACYRLI C F ACE WITH CHEMICAL BOND ADHESIVE N OTE: O PTIONAL TRANSL UCEN T VINYL OV ERL AY IN TENAN T B RAND COLOR IS A LLOWED. PAINTED ALUMINUM PIPE SPACER ARCHITECTURAL METAL CANOPY W HITE LED ILLUMIN ATION AS R EQUIRED F OR SU FFICENT AN D EVEN LIGHTING . N OTE: COLORED LED IS ALLOWED PROVIDING LANDLORD APPROVAL. SIGN SUPPORT ALUMINUM ARMATURE 4 3 2 1 5 30 TENANT ELEVATIONS (CINEMA) ROMERO THORSEN DESIGN 17A SCALE: 1”=40’-0” WEST ELEVATION SOUTH ELEVATION EAST ELEVATION NORTH ELEVATION TENANT TENANTTENANT NAME TENANT TENANTNAME TENANT (1.5) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1.5) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANTNAME 31 TENANT ELEVATIONS (SHOPS 1) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=20’-0” SOUTH ELEVATION EAST ELEVATIONNORTH ELEVATION (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANT NAMETENANT NAME TENANT TENANT TENANT NAME 32 TENANT ELEVATIONS (MAJOR 1) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=30’-0” WEST ELEVATION EAST ELEVATION NORTH ELEVATION SOUTH ELEVATION (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANT NAME TENANTNAME TENANT NAME TENANT NAME 33 TENANT ELEVATIONS (SHOPS 2) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=30’-0” (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANT TENANT TENANT TENANT TENANT TENANT TENANT TENANT NAMETENANT LOGOLOGO TENANT TENANTTENANT NAMETENANT SOUTH ELEVATION EAST ELEVATION WESTELEVATION 34 TENANT ELEVATIONS (MAJOR 2) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=20’-0” NORTH ELEVATION TENANT NAME TENANT (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA 35 TENANT ELEVATIONS (PAD 1) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=20’-0” WEST ELEVATION SOUTH ELEVATIONEAST ELEVATION NORTH ELEVATION (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANT TENANT TENANT TENANT 36 TENANT ELEVATIONS (PAD 2) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=20’-0” EAST ELEVATION NORTH ELEVATION SOUTH ELEVATION WEST ELEVATION (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANTNAME TENANTNAME TENANTNAME 37 TENANT ELEVATIONS (MAJOR 2-2040) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=40’-0” NORTH ELEVATION EAST ELEVATION (1.5) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANTLOGOTENANT NAME 38 TENANT ELEVATIONS (PAD 3-2040) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=20’-0” WEST ELEVATION SOUTH ELEVATION EAST ELEVATIONNORTH ELEVATION TENANT NAME TENANT NAME (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1 ) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANT NAME TENANT NAMETENANTTENANT NAME TENANT NAME 39 TENANT ELEVATIONS (PAD 4-2040) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=20’-0” WEST ELEVATION SOUTH ELEVATION EAST ELEVATIONNORTH ELEVATION TENANTNAME (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1 ) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANTNAME TENANTNAME TENANTNAME 40 TENANT ELEVATIONS (PAD 5-2040) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=20’-0” WEST ELEVATION SOUTH ELEVATION EAST ELEVATION NORTH ELEVATION TENANT NAME (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1 ) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1 ) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANT NAMETENANTTENANT TENANT TENANT TENANT TENANT 41 TENANT ELEVATIONS (PARCEL 4) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=40’-0” WEST ELEVATION TENANT (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANT TENANT TENANT 42 TENANT ELEVATIONS (PARCEL 5) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=40’-0” NORTH ELEVATION SOUTH ELEVATION WEST ELEVATION (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANTTENANT TENANTTENANT (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANT TENANT 43 TENANT ELEVATIONS (PARCEL 6) ROMERO THORSEN DESIGN 17A ELEVATION SCALE: 1”=40’-0” EAST ELEVATION NORTH ELEVATION TENANT NAME SUBHEADING (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA (1) SF X LENGTH OF APPLICABLE TENANT FRONTAGE/ELEVATION = ALLOWED SIGN AREA TENANTTENANTTENANT SUBHEADING 44 1 This document is recorded for the benefit of the City of San Rafael and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of San Rafael Attn: City Clerk 1400 Fifth Street San Rafael, CA 94901 PROJECT WIDE AFFORDABLE HOUSING AGREEMENT THIS PROJECT WIDE AFFORDABLE HOUSING AGREEMENT (“Agreement”) is made as of this ____ day of ________________, 2024, by and between MGP XI Northgate, LLC, a Delaware limited liability company (“Project Wide Developer”) and the City of San Rafael, a California municipal corporation (“City”) (each individually a “party” and together the “parties”), with reference to the following facts. RECITALS A.Project Wide Developer owns and is developing the real property commonly known as “Northgate Mall” in the City of San Rafael, County of Marin, (APNs – 175-060-12, - 40, -59, -61, -66, and -67), more particularly described on Exhibit “A ” attached hereto (“Property”). Development of the Property is governed by, among other items, San Rafael Municipal Code Section 14.16.030 (“BMR Ordinance”) and the City of San Rafael Guidelines for Administration of the Affordable Housing Requirement Program (Resolution No. 14890, or (“Guidelines”). B.Project Wide Developer proposes a two-phased mixed-use redevelopment of the Northgate Mall, into a mixed-use development with retail and residential components including 219,380 square feet of commercial space; 1,422 residential units; privately-owned, publicly-accessible open space and recreational uses, including a 56,975 square foot Town Square and a 9,604 square foot bike hub with amenities; bicycle and pedestrian facilities; parking areas; fencing; lighting; landscaping; stormwater management areas; and signage; and applied to the City for a Planned Development (PD) Rezoning (ZC21-001), Vesting Tentative Subdivision Map (TS21-002), Master Use Permit (UP21-007), Environmental and Design Review Permit (ED21-024) and associated Density Bonus approvals, and Master Sign Program (SP24-002) (the “Project”). C.The BMR Ordinance and Guidelines require Project Wide Developer to provide ten percent (10%) of the total number of units in the Project as affordable to low income households, earning no more than 80% AMI, as adjusted. To satisfy the requirements of the BMR Ordinance and Guidelines, Project Wide Developer has proposed to provide 143 on-site Affordable Housing Units (as hereinafter defined) to low-income households, inclusive of 14 for-sale Affordable Housing Units and 129 rental Affordable Housing Units. EXHIBIT D 2 D.The Affordable Housing Units on each of the residential parcels of the Project will be constructed prior to or concurrent with the construction of the market rate residential units on the same parcel. E.On December 2, 2024, after a duly noticed public hearing, and on the recommendation of the Planning Commission, the City Council certified the environmental impact report and granted and approved a Planned Development (PD) Rezoning (ZC21-001), Vesting Tentative Subdivision Map (TS21- 002), Master Use Permit (UP21-007), Environmental and Design Review Permit (ED21-024) and associated Density Bonus approvals, and Master Sign Program (SP24 -002) (collectively, “Project Approvals”). The Project Approvals require the Project Wide Developer to provide Affordable Housing Units as described herein. F.The Project is anticipated to be completed in two phases over time, with a cumulative total of six (6) parcels containing all of the Affordable Housing Units, with parcels known as Residential 1, 2, 3, and 4 anticipated in the first phase and parcels known as Residential 5 and 6 anticipated in the second phase. G.This Agreement will serve to memorialize the following: Project Wide Developer’s agreement to provide the Affordable Housing Units within the Project needed to satisfy BMR Ordinance requirements; the security for the performance of this Agreement; the time frame for the construction of the Affordable Housing Units; the restriction of the Affordable Housing Units by the recordation of the Declarations (as defined below), in favor of the City and in a form agreed upon by Project Wide Developer and the City, as set forth in Exhibit “B-1” and “B-2” attached hereto, assuring affordability for the required term; and other related issues to the provision of Affordable Housing Units on the Property. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, Project Wide Developer hereby declares and the City hereby agrees as follows: 1.Definitions. The following terms shall have the meanings ascribed to them in this Section 1: (a)Affordable Housing Units. “Affordable Housing Units” means the for-sale and rental residential units that Project Wide Developer is required to provide on the Property, which are restricted as provided in this Agreement to assure affordability for Targeted Households (as defined below). (b)Agreement. “Agreement” means this Project Wide Affordable Housing Agreement. (c)Area Median Income. “Area Median Income” or “AMI” means the area median income for Marin County, as published and periodically updated by the California Department of Housing and Community Development (“HCD”), adjusted for assumed household size. (d)BMR Ordinance. “BMR Ordinance” has that meaning ascribed to it in Recital A, above. (e)Building Permit(s). “Building Permit(s)” means a permit required for construction vertical improvements on a Development Parcel including but not limited to permits for building, foundation, or superstructure, but excluding demolition permits on a Development Parcel, as that term is defined herein, on which residential units shall be developed. (f)City. “City” means the City of San Rafael, a municipal corporation. 3 (g)Declaration. “Declaration” means the Below Market Rate Housing Agreement and Declaration of Restrictive Covenants recorded in Senior Position against a parcel(s) and/or condominium unit(s) sufficient to accommodate construction of the Affordable Housing Units applicable to a Development Parcel or multiple Development Parcels. The Declaration shall be in substantially the same form as the Pro Forma Declaration attached hereto as Exhibit “B-1” and “B-2”, with the form attached as Exhibit “B-1” used for the residential rental buildings, and the form attached as Exhibit “B-2” used for the for-sale units. The term Declaration includes the First Development Parcel Declaration as defined in Section 5(a) below. Each Declaration shall be made by the owner of the affordable housing portion of such corresponding Development Parcel. (h)Development Parcel. “Development Parcel” means those parcels within the Property upon which any group of Market Rate Units and Affordable Housing Units, developed in fee or condominium units are located and shall include the First Development Parcel and any Subsequent Development Parcel, as such terms are defined herein. (i)First Development Parcel. “First Development Parcel” shall mean and refer to: the first Development Parcel to be developed. (j)Guidelines. “Guidelines” has that meaning ascribed to it in Recital A, above. (k)Market Rate Units. “Market Rate Units” means the residential units that Project Wide Developerwill develop on the Property that are not constricted by affordability rules under a Declaration and are permitted under the Project Approvals. (l)Project Wide Developer. “Project Wide Developer” means MGP XI Northgate, LLC, a Delaware limited liability company. (m)Property. “Property” has that meaning ascribed to it in Recital A, above. (n)Project. “Project” has that meaning ascribed to it in Recital B, above. (o)Project Approvals. “Project Approvals” has that meaning ascribed to it in Recital E, above. (p)Required Affordable Units. “Required Affordable Units” means the number of Affordable Housing Units which, as of the date of issuance of the first Building Permit for any particular Development Parcel, Project Wide Developer is required to construct pursuant to Section 2(c) of thi s Agreement (less any such Affordable Housing Units which have already been commenced by Project Wide Developer). (q)Senior Position. “Senior Position” means that the document is senior in recording priority to all mortgages and deeds of trust recorded after the date of recording of the document. (r) Subsequent Development Parcel. “Subsequent Development Parcel” (it being acknowledged that there will be approximately five Subsequent Development Parcels) shall mean and refer to: each of the five remaining Development Parcels to be developed as part of the Project. 4 (s)Targeted Household. “Targeted Household” means those households whose aggregate gross annual income does not exceed eighty twenty percent (80%) of Marin County Area Median Income, as adjusted for household size. (t)Other Terms. Other terms referenced in this Agreement in “quotations” (including those set forth in the Recitals) have the meanings ascribed to them in this Agreement. 2.Design, Construction and Occupancy Schedule for Affordable Housing Units . Project Wide Developer shall have no obligation to commence construction of the Affordable Housing Units except in accordance with the following schedule. (a)First Development Parcel. Prior to or concurrently with the issuance of Building Permits for any Market Rate Units on the First Development Parcel, Project Wide Developer shall obtain Building Permits for a quantity of the Required Affordable Units equivalent to ten (10) percent of the combined number of Market Rate Units and Affordable Housing Units for which Building Permits are issued. If the number of Affordable Housing Units required by the foregoing would result in a fractional number, the number of Required Affordable Units shall be rounded up to the nearest whole number. In no event shall Project Wide Developer be required to obtain Building Permits for Affordable Housing Units in a number greater than ten (10) percent of the total number of dwelling units on the First Development Parcel, inclusive of manager’s units. Project Wide Developer shall diligently commence and pursue construction of Affordable Housing Units prior to or concurrent with construction of the corresponding Market Rate Units for which Building Permits are issued. (b)Subsequent Development Parcel(s). Prior to or concurrently with the issuance of Building Permits for any Market Rate Units on any Subsequent Development Parcel, Project Wide Developer shall obtain Building Permits for a quantity of the Required Affordable Units equivalent to ten (10) percent of the combined number of Market Rate Units and Affordable Housing Units for which Building Permits are issued. If the number of Affordable Housing Units required by the foregoing would result in a fractional number, the number of Required Affordable Units shall be rounded up to the nearest whole number. In no event shall Project Wide Developer be required to obtain Building Permits for Affordable Housing Units in a number greater than ten (10) percent of the total number of dwelling units on the Subsequent Development Parcel, inclusive of manager’s units. Project Wide Developer shall diligently commence and pursue construction of Affordable Housing Units prior to or concurrent with construction of the corresponding Market Rate Units for which Building Permits are issued. It is acknowledged that there may be more than one Subsequent Development Parcel. (c)Construction of Affordable Housing Units. With respect to each Development Parcel, Project Wide Developer shall obtain Building Permits (and thereafter construct and complete pursuant to Sections 2(a) and 2(b), above) for the Required Affordable Units in relation to such Development Parcel, all as provided in Exhibit “D” attached hereto. 3.Building Permits. Issuance of Building Permits for any Development Parcel shall not be allowed until Project Wide Developer causes such Development Parcel to be encumbered by a Declaration in Senior Position. 4.Effect of Sale of Development Parcel by Project Wide Developer. If a Development Parcel(s) within the Project are sold or otherwise transferred by Project Wide Developer, every such Development 5 Parcel sold or transferred shall be subject to the phased delivery of Affordable Housing Units and Market Rate Units as provided in Exhibit “D” attached hereto and the provisions of Section 11 of this Agreement. 5.Declarations of Covenants, Conditions and Restrictions. The Project Wide Developer, and/or a successor owner of any applicable portion of the Project, shall timely execute and record Declarations as and when required by this Agreement. (a)First Development Parcel Declaration. Prior to the first date upon which Building Permits for Market Rate Units in the First Development Parcel are first issued, Project Wide Developer shall execute, acknowledge and deliver a “First Development Parcel Declaration” to the title company, who will cause the First Development Parcel Declaration to be recorded in Senior Priority against the parcel(s) and/or condominium(s) described in such First Development Parcel Declaration. The First Development Parcel Declaration shall ensure that the required number of Affordable Housing Units applicable to the First Development Parcel (as provided on Exhibit “D” attached hereto) will be owned, operated, leased, rented, maintained, and occupied as Affordable Housing Units for the term of the First Development Parcel Declaration. At the time the First Development Parcel Declaration is recorded, the City shall execute a release of this Agreement for all of the parcel(s) and/or condominium(s) comprising the First Development Parcel. Such release shall be in the form attached as Exhibit “C” hereto. (b)Subsequent Development Parcel Declaration. Prior to the issuance of Building Permits for any Market Rate Units in any Subsequent Development Parcel, Project Wide Developer shall, to the extent a previously recorded Declaration does not already address the Affordable Housing Units applicable to such Subsequent Development Parcel, cause a parcel(s) or condominium(s) of real property sufficient to accommodate construction of the Affordable Housing Units applicable to such Subsequent Development Parcel to be encumbered by a Declaration in Senior Position. At the time a Declaration for such Subsequent Development Parcel is recorded, the City shall execute a release of this Agreement for all of the parcel(s) and/or condominium(s) comprising such Subsequent Development Parcel. Such release shall be in the form attached as Exhibit “C” hereto. (c)Restrictions. Each Declaration shall be in substantially the same form as the declarations set forth in Exhibit “B-1” for the rental buildings and Exhibit “B-2” for the for-sale units and shall provide for the bedroom mix of the Affordable Housing Units on each Development Parcel. Each Declaration shall also restrict the occupancy, and rents or sales price paid by the Targeted Households in accordance with the provisions of the Guidelines or as otherwise allowed by law. 6.Recordation/Priority. This Agreement shall be recorded against the Property in the Office of the County Recorder for the County of Marin in Senior Position; but subject to the release provisions of Sections 5(a) and 5(b) above and Section 16 below. 7.Indemnity. Project Wide Developer agrees to indemnify and hold harmless the City, and any and all of its members, officers, agents, servants, or employees (the “Indemnitees”) from and against all claims, liens, claims of lien, losses, damages, costs, and expenses, wh ether direct or indirect, arising in any way from the default by Project Wide Developer in the performance of its obligations under this Agreement; provided, however, that Project Wide Developer shall not be required to indemnify, defend or hold harmless any of the Indemnitees from claims, losses, damages, costs and expenses related to the negligence or willful misconduct of any of the Indemnitees. 8.Intentionally left blank. 6 9. Breach/Default. If Project Wide Developer is in material breach of the terms set forth in this Agreement and Project Wide Developer does not take action to correct such violation within 60 days of written notice of such failure from the City (or 180 days in the event s uch violation cannot be cured within 60 days and Project Wide Developer is diligently pursuing such cure), the City shall be entitled to all of its rights and remedies set forth herein and at law and in equity. 10. Covenants to Run With the Land. Project Wide Developer agrees that all of its obligations hereunder shall constitute covenants, which shall run with the land and shall be binding upon the Property and upon every person having any interest therein at any time and from time to time duri ng the term of this Agreement. Further, Project Wide Developer agrees that, if a court of competent jurisdiction determines that the obligations set forth herein do not qualify as covenants running with the land, they shall be enforced as equitable servitudes. 11. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto, and their respective heirs, successors and assigns. Project Wide Developer shall not sell, transfer or otherwise dispose of the Property or any legal parcel or condominium comprising a portion thereof, unless: (i) the proposed transferee enters into a Declaration as described in Section 5 hereof or (ii) the proposed transferee shall have executed and delivered to the City an express written assumption of all of Project Wide Developer’s obligations under this Agreement as they relate to such acquired real property, on a form substantially similar to the attached Exhibit “E”. Upon any sale of any portion of the Property permitted by the preceding sentence, with respect solely to the transferred property, Project Wide Developer and any Property not so conveyed will be released from further obligations relating to such transferred property (and under any Declaration or other documentation related hereto). The foregoing restrictions on sale and transfer shall not apply to the granting of easements, rights -of-way, and similar conveyances in connection with the development of the Project which are not in the nature of a sale of one or more legal parcels or condominiums. Upon assignment and assumption by a succe ssor entity, Project Wide Developer shall be released from all further responsibility under the terms of this Agreement as to the subject parcel(s) so conveyed. 12. Standing, Equitable Remedies; Cumulative Remedies. Project Wide Developer expressly agrees and declares that the City and/or its successors shall be the proper parties and shall have standing to initiate and pursue any and all actions or proceedings, at law or in equity, to enforce the provisions hereof and/or to recover damages for any default hereunder, notwithstanding the fact that such damages or the detriment arising from such a default may have actually been suffered by some other person or by th e public at large. Nothing in this subparagraph, and no recovery to the City, shall restrict or limit the rights or remedies of persons or entities other than the City, against Project Wide Developer in connection with the same or related acts by Project Wide Developer. Neither Project Wide Developer, nor any tenant or occupant of the Property, shall have any claim or right of action, or to damages against the City based on any alleged failure of the City to perform or enforce the terms of this Agreement, except that Project Wide Developer may reasonably rely upon City’s tenant eligibility determination, and provided further that Project Wide Developer may pursue a claim of specific performance against the City in the event the City improperly withholds a release of a Development Parcel from this Agreement after a Declaration has been recorded against such Development Parcel according to the terms of this Agreement. 13. Certificate of Compliance. The City shall provide Project Wide Developer upon request with recordable evidence that a particular parcel(s) of real property or condominium(s) within the Project has satisfied all applicable requirements under this Agreement, or has been developed in a manner which 7 makes this Agreement inapplicable thereto, and which instrument shall have the effect of making this Agreement no longer a lien or encumbrance upon title to such parcel(s) or condominium(s). 14.Term. This Agreement and the covenants and restrictions contained herein shall, subject to the provisions above relating to release hereof, remain in effect as a lien and charge against each legal parcel or condominium within the Property until the date of recordation of the final Declaration for the final Subsequent Development Parcel for the Property, at which time this Agreement shall be terminated. 15.Severability. In the event that any provision or covenant of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then it shall be severed from the remaining portions of this Agreement which shall remain in full force and effect. 16.Release of Parcels. This Agreement is entered into to provide for the development of Affordable Housing Units on the six (6) Development Parcels containing Affordable Housing Units. (a)Those portions of the Project not containing the Development Parcels shall be released from this Agreement upon the earlier of (i) the recording of a final map for said portions of the Project not containing the Development Parcels, which map subs tantially conforms to the Vesting Tentative Subdivision Map approved by the City Council in Resolution No. XXXX adopted on December 2, 2024 or (ii) the issuance of a building permit for the development of any portion of the Project not containing the Development Parcels. Such release shall be in the form attached as Exhibit “C” hereto. (b)This Agreement is not intended to affect existing or future non -residential operations or development. Until such time(s) that the release described in Section 16(a) occurs, upon receipt of a written request from an owner, operator, developer or lender regarding an existing or proposed non-residential use or development on the Property, the City shall promptly provide written confirmation that this Agreement does not apply to said non-residential use or portion of the Project Property. 17.General Provisions. (a)Integration. The undersigned, and each of them, acknowledge and represent that no promise or inducement not expressed in this Agreement has been made in connection with this Agreement. This Agreement contains the entire agreement and understanding between the parti es as to its subject matter. (b)Waiver and Amendment. No provision of this Agreement, or breach of any provision, can be waived except in writing. Waiver of any provision or breach shall not be deemed to be a waiver of any other provision, or of any subsequent breach of the same or other provision. Excep t as otherwise provided herein, this Agreement may be amended, modified or rescinded only in writing signed by Project Wide Developer and the City. (c)Time of Essence. Time is expressly declared to be of the essence in this Agreement, and of every provision in which time is an element. 8 (d)Captions. Paragraph titles and captions contained in this Agreement are inserted as a matter of convenience and for reference, and are not a substantive part of this Agreement. (e)Further Assurances. The parties each agree to sign any additional documents, which are reasonably necessary to carry out this Agreement or to accomplish its intent. (f)Benefit and Burden. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives, successors and assigns. This Agreement is not intended to benefit any person other than the parties hereto. (g)Governing Law. This Agreement has been entered into in the State of California, and shall be interpreted and enforced under California law. (h)Attorneys’ Fees. The prevailing party in any action, including, but not limited to, arbitration, a petition for writ of mandate, and/or an action for declaratory relief, brought to enforce, interpret or reform the provisions of this Agreement shall be entitled to reason able attorneys’ fees and costs (including, but not limited to, experts’ fees and costs and trustees’ fees, and including “costs” regardless of whether recoverable as such under any statute) incurred in such action. (i)Signatures. This Agreement may be executed in any number of counterparts and, as so executed, the counterparts shall constitute one and the same Agreement. All individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the City that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. (k)Notices. All notices given pursuant to this Agreement or law shall be written. Notices shall be delivered with all delivery or postal charges prepaid. Notices may be given personally; by electronic mail; by United States first-class mail; by United States certified or registered mail; or by other recognized overnight service. Notices shall be deemed received on the date of personal delivery transmission; on the date shown on a signed return receipt or acknowledgment of delivery; or, if delivery is refused or notice is sent by regular mail, seventy -two (72) hours after deposit thereof with the U.S. Postal Service. Until a party gives notice of a change, notices shall be sent to: If to the City: City of San Rafael 1400 Fifth Street San Rafael, CA 94901 Attention: City Clerk E-mail: With a copy to: Nira Doherty Burke, Williams & Sorensen, LLP 181 3rd St STE 200 San Rafael, CA 94901 ndoherty@bwslaw.com If to Project Wide Developer: 9 Scott McPherson MGP XI Northgate LLC 425 California Street, 10th Floor San Francisco, CA 94104 smcpherson@merlonegeier.com With a copy to: Matthew S. Gray Perkins Coie LLP 505 Howard Street, Suite 1000 San Francisco, CA 94105 mgray@perkinscoie.com (l)Mortgagees Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any permitted deed of trust recorded on the Property provided, however, that any subsequent owner of the Property shall be bound by the covenants, conditions, restrictions, limitations and provisions of this Agreement, whether such owner’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise. (m)Actions of Parties to be Reasonable. Each party to this Agreement agrees that it shall act reasonably in granting or withholding any consent or approval required by this Agreement and/or any other legal document executed in connection with this Agreement or in connection with the developmen t of the Project, provided, however, that City shall have no right to withhold its consent to an assignment and assumption of this Agreement. (n)Estoppel Certificate. Upon the request of the Project Wide Developer, the City shall, through the City Manager, provide Project Wide Developer and any potential lender or purchaser, with an estoppel certificate by which the City confirms that neither Project Wide Developer n or the City is in default hereof (or setting forth such defaults) and confirming such other factual matters as Project Wide Developer or such potential lender or purchaser may reasonably request and the addressees of such estoppel certificates shall be entitled to rely upon the information contained therein. [This Space Intentionally Left Blank] 10 IN WITNESS WHEREOF, the Project Wide Developer has caused this Agreement to be executed as of the date first written above. PROJECT WIDE DEVELOPER: MGP XI NORTHGATE, LLC, a Delaware limited liability company By: Merlone Geier XI, LLC, a California limited liability company, its Manager By: _____________________________________ Name: ________________________________ Title:_________________________________ CITY: CITY OF SAN RAFAEL, a California municipal corporation By: _____________________________________ Name: Title: City Manager ATTEST: ____________________________________ City Clerk Date: _____________________ 11 ACKNOWLEDGMENT State of California ) ) County of Marin ) On ____________________, 20___ before me, _________________________________, personally appeared _____________________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _________________________________ (Seal) 12 ACKNOWLEDGMENT State of California ) ) County of Marin ) On ____________________, 20___ before me, _________________________________, personally appeared _____________________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _________________________________ (Seal) 13 Exhibit “A” Property Description 14 Exhibit “B-1” Pro Forma Affordable Regulatory Agreement and Declaration of Restrictive Covenants (Rental Units) 15 Exhibit “B-2” Pro Forma Affordable Regulatory Agreement and Declaration of Restrictive Covenants (For-Sale Units) 16 Exhibit “C” Pro Forma Partial Release 17 RECORDING REQUESTED BY XXX Attention: (Space Above for Recorder’s Use) APN/Parcel ID: PARTIAL RELEASE OF PROJECT WIDE AFFORDABLE HOUSING AGREEMENT THIS PARTIAL RELEASE OF PROJECT WIDE AFFORDABLE HOUSING AGREEMENT (“Release”) is made and entered into as of the day of ______, 20__ by THE CITY OF SAN RAFAEL, a California municipal corporation (“City”) in favor of MGP XI NORTHGATE, LLC, a Delaware limited liability company (“Project Wide Developer”) and its successors and assigns with reference to the following: RECITALS A.Pursuant to that certain Project Wide Affordable Housing Agreement executed by Project Wide Developer and City, recorded on _______________ as Instrument No. of the County Recorder of Marin County, California (the “Instrument”), the City imposed certain covenants, conditions and/or restrictions upon the real property described therein, a portion of which is more particularly described in Exhibit A attached hereto (the “Released Property”). B.As provided for in Sections 5 and 16 of the Instrument, the City has agreed to release a portion of the real property from the Instrument. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Project Wide Developer hereby agree that the restrictions contained in the Instrument as they relate only to the Released Property are hereby unconditionally and irrevocably released and terminated as to the Released Property. [Remainder of Page Intentionally Left Blank; Signature Pages Follow] 080937\16327866v1 4869-8882-1750 v7 IN WITNESS WHEREOF, this Release is made and executed as of this day of , 20__. [ALL SIGNATURES TO BE ACKNOWLEDGED] PROJECT WIDE DEVELOPER: MGP XI NORTHGATE, LLC, a Delaware limited liability company By: Merlone Geier XI, LLC, a California limited liability company, its Manager By: _____________________________________ Name: ______________________________ Title:______________________________________ CITY: CITY OF SAN RAFAEL, a California municipal corporation By: Name: Title: City Manager ATTEST: City Clerk Date: 080937\16327866v1 4869-8882-1750 v7 CALIFORNIA ACKNOWLEDGMENTS State of County of On , 2024, before me, , a notary public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that s/he executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 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. 080937\16327866v1 4869-8882-1750 v7 CALIFORNIA ACKNOWLEDGMENTS State of County of On , 2024, before me, , a notary public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that s/he executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 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. 5 080937\16319350v1 4869-8882-1750 v7 EXHIBIT A 5 080937\16319350v1 4869-8882-1750 v7 Exhibit “D” Development Parcel Housing Type Units Low-Income Units Residential 1 Townhomes 38 Total Units: 6 one-bed 18 two-bed 8 three-bed 6 four-bed 4 Low- Income 1 one-bed 1 two-bed 1 three-bed 1 four-bed Residential 2 Townhomes 100 Total Units 10 one-bed 40 two-bed 30 three-bed 20 four-bed 10 Low- Income 1 one-bed 4 two-bed 3 three-bed 2 four-bed Residential 3 Apartments 280 Total Units 63 studio 164 one-bed 53 two-bed 28 Low- Income 6 studio 17 one-bed 5 two-bed Residential 4 Apartments 446 Total Units 41 studio 310 one-bed 95 two-bed 45 Low- Income 4 studio 32 one-bed 9 two-bed Phase 1 (2025) Total 864 87 Residential 5 Apartments 309 Total Units 52 studio 190 one-bed 67 two-bed 31 Low- Income 5 studio 19 one-bed 7 two-bed Residential 6 Apartments 249 Total Units 36 studio 160 one-bed 53 two-bed 25 Low- Income 4 studio 16 one-bed 5 two-bed Phase 2 (2040) Total 558 56 Buildout Total 1,422 143 5 080937\16319350v1 4869-8882-1750 v7 Exhibit “E” Pro Forma Assignment and Assumption 5 080937\16319350v1 4869-8882-1750 v7 Recording Requested by and When Recorded Return to: SPACE ABOVE THIS LINE FOR RECORDER’S USE ASSIGNMENT AND ASSUMPTION AGREEMENT - PROJECT WIDE AFFORDABLE HOUSING AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into as of , 20 , by and between , a company (“Assignor”), and , a company (“Assignee”). RECITALS A.Assignor owns that real property located in the City of San Rafael (“City”), County of Marin, State of California, and more particularly described in Exhibit A attached hereto (the “Property”). B. On the date hereof, Assignee is acquiring approximately acres of the Property as more particularly described in Exhibit B attached hereto (the “Assigned Property”). C.The City and MGP XI NORTHGATE, LLC, a Delaware limited liability company, entered into that certain Project Wide Affordable Housing Agreement dated as of , 202_ and recorded against the Property on , 202_ as Instrument No. in the Marin County Recorder’s Office (the “Project Wide Affordable Housing Agreement”). D.Assignor desires to assign to Assignee all of Assignor’s rights, duties and obligations under the Project Wide Affordable Housing Agreement with respect to the Assigned Property only (the “Assigned Rights and Obligations”), and Assignee desires to accept and assume Assignor’s rights and obligations under the Project Wide Affordable Housing Agreement with respect to the Assigned Property only (the “Assumed Rights and Obligations”), such assignment and assumption to be effective on the Effective Date (as defined in Section 1.3 below). The Assigned Rights and Obligations and the Assumed Rights and Obligations are referred to collectively herein as the “Assigned Property Rights and Obligations ”. 5 080937\16319350v1 4869-8882-1750 v7 NOW THEREFORE, in consideration of these promises, and of the agreements, covenants and conditions contained in this Agreement and other good and valuable consideration, the parties agree as follows: ARTICLE 1 ASSIGNMENT AND ASSUMPTION OF THE ASSIGNED PROPERTY RIGHTS AND OBLIGATIONS 1.1 Assignment. Assignor assigns to Assignee, as of the Effective Date (as defined in Section 1.3 below), all of Assignor’s rights, title and interest in and to the Assigned Property Rights and Obligations. 1.2 Assumption. As of the Effective Date, Assignee accepts Assignor’s assignment of the Assigned Rights and Obligations and assumes the Assumed Rights and Obligations. From and after the Effective Date, Assignee shall keep and perform all covenants, conditions and provisions of the Project Wide Affordable Housing Agreement relating to the Assigned Property. 1.3 Effective Date. For purposes of this Agreement, the “Effective Date” shall be the later to occur of (1) the date on which the deed from Assignor to Assignee for the Assigned Property is recorded in the Office of the Recorder of the County of Marin; or (2) the date of the execution of this Agreement by all parties; provided, however, that this Agreement shall have no force and effect without the written approval of the City, which approval shall not be unreasonably withheld, as evidenced by the full execution by the City’s representatives without further City Council action of the form entitled City of San Rafael’s Consent, attached hereto as Exhibit C. ARTICLE 2 RIGHTS AND REMEDIES 2.1 Assignor’s Release; No Assignor Liability or Default for Assignee Breach . Pursuant to Section 11 of the Project Wide Affordable Housing Agreement, Assignor shall be released from the Project Wide Affordable Housing Agreement with respect to the Assigned Property and the Assumed Rights and Obligations as of the Effective Date. Any default or breach by Assignee under the Project Wide Affordable Housing Agreement following the Effective Date with respect to the Assigned Property or the Assumed Rights and Obligations (“Assignee Breach”) shall not constitute a breach or default by Assignor under the Project Wide Affordable Housing Agreement and shall not result in (a) any remedies imposed against Assignor, or (b) modification or termination of the Project Wide Affordable Housing Agreement with respect to that portion of the Property retained by Assignor after the conveyance of the Assigned Property, if any (the “Assignor Property”). 2.2 No Assignee Liability or Default for Assignor Breach. As of the Effective Date, any default or breach by Assignor under the Project Wide Affordable Housing Agreement prior to or after the Effective Date (“Assignor Breach”), shall not constitute a breach or default by Assignee under the Project Wide Affordable Housing Agreement, and shall not result in (a) any remedies imposed against Assignee, including without limitation any remedies authorized in the Project Wide Affordable Housing Agreement, or (b) modification or termination of the Project Wide Affordable Housing Agreement with respect to the Assigned Property. ARTICLE 4 AMENDMENT OF THE PROJECT WIDE AFFORDABLE HOUSING AGREEMENT 5 080937\16319350v1 4869-8882-1750 v7 4.1 Assignor. Assignor shall not request, process or consent to any amendment to the Project Wide Affordable Housing Agreement that would affect the Assigned Property or the Assigned Property Rights and Obligations without Assignee’s prior written consent, which consent shall not be withheld unreasonably. The foregoing notwithstanding, Assignor may process any amendment that does not affect the Assigned Property, and, if necessary, Assignee shall consent thereto and execute all documents necessary to accomplish said amendment, provided that said amendment does not adversely affect the Assigned Property or any of Assignee’s Assigned Property Rights and Obligations pursuant to the Project Wide Affordable Housing Agreement. 4.2 Assignee. Assignee shall not request, process or consent to any amendment to the Project Wide Affordable Housing Agreement that would affect the Assignor Property or the Assignor’s remaining rights and obligations pursuant to the Project Wide Affordable Housing Agreement without Assignor’s prior written consent, which consent shall not be withheld unreasonably. The foregoing notwithstanding, Assignee may process any amendment that does not affect the Assignor Property or any of Assignor’s remaining rights and obligations pursuant to the Project Wide Affordable Housing Agreement, and, if necessary, Assignor shall consent thereto and execute all documents necessary to accomplish said amendment. ARTICLE 5 GENERAL PROVISIONS 5.1 Notices. All notices, invoices and other communications required or permitted under this Agreement shall be made in writing, and shall be delivered either personally (including by private courier) or by nationally recognized overnight courier service to the following addresses, or to such other addresses as the parties may designate in writing from time to time: If to Assignee: with copies to: If to Assignor: with a copies to: Notices personally delivered shall be deemed received upon delivery. Notices delivered by courier service as provided above shall be deemed received twenty-four (24) hours after the date of deposit. From and after the Effective Date and until further written notice from Assignee to the City pursuant to the terms of the Project Wide Affordable Housing Agreement, Assignee hereby designates as its notice address for notices sent by the City pursuant to Section 17(k) of the Project Wide Affordable Housing Agreement, the notice address set forth above. 5.2 Amendment. This Agreement may be amended only by a written agreement signed by both Assignor and Assignee, and subject to obtaining the City’s consent. 5.3 Attorneys’ Fees. In the event of any legal or equitable proceeding in connection with this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable costs and expenses, including without limitation reasonable attorneys’ fees, costs and disbursements paid or incurred in good faith at the arbitration, pre-trial, trial and appellate levels, 5 080937\16319350v1 4869-8882-1750 v7 and in enforcing any award or judgment granted pursuant thereto. 5.4 No Waiver. No delay or omission by either party in exercising any right, remedy, election or option accruing upon the noncompliance or failure of performance by the other party under the provisions of this Agreement shall constitute an impairment or waiver of any suc h right, remedy, election or option. No alleged waiver shall be valid or effective unless it is set forth in a writing executed by the party against whom the waiver is claimed. A waiver by either party of any of the covenants, conditions or obligations to be performed by the other party shall not be construed as a waiver of any subsequent breach of the same or any other covenants, conditions or obligations. 5.5 No Joint Venture. Nothing contained herein shall be construed as creating a joint venture, agency, or any other relationship between the parties hereto other than that of assignor and assignee. 5.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 5.7 Third Party Beneficiaries. Assignor and Assignee acknowledge that the City is a third party beneficiary of the terms and conditions of this Agreement to the extent necessary for City to enforce the terms and conditions of the Project Wide Affordable Housing Agreement. This Agreement shall not be deemed or construed to confer any rights, title or interest, including without limitation any third party beneficiary status or right to enforce any provision of this Agreement, upon any person or entity other than Assignor, Assignee and the City. 5.8 Time of the Essence. Time is of the essence in the performance by each party of its obligations under this Agreement. 5.9 Authority. Each party represents that the individuals executing this Agreement on behalf of such Party have the authority to bind his or her respective party to the performance of its obligations hereunder and that all necessary board of directors’, shareholders’, partners’ and other approvals have been obtained. 5.10 Term. The term of this Agreement shall commence on the Effective Date and shall expire upon the expiration or earlier termination of the Project Wide Affordable Housing Agreement, subject to any obligations under the Project Wide Affordable Housing Agreement tha t expressly survive the expiration or termination of the Project Wide Affordable Housing Agreement. Upon the expiration or earlier termination of this Agreement, the parties shall have no further rights or obligations hereunder, except with respect to any obligation to have been performed prior to such expiration or termination or with respect to any default in the performance of the provisions of this Agreement which occurred prior to such expiration or termination or with respect to any obligations which are specifically set forth as surviving this Agreement or the Project Wide Affordable Housing Agreement. 5.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document. 5.12 Default. Any failure by either party to perform any material term or provision of this Agreement shall constitute a default (a) if such defaulting party does not cure such failure within thirty (30) days following written notice of default from the other party, where such failure is of a nature that can be cured within such thirty (30) day period, or (b) if such default is not of a 5 080937\16319350v1 4869-8882-1750 v7 nature that can be cured within such thirty (30) day period, if the defaulting party does not within such thirty (30) day period commerce substantial efforts to cure such failure, or thereafter does not within a reasonable time prosecute to completion with diligence the curing of such failure. Any notice of default given hereunder shall be given in the same manner as provided in Section 5.1 hereof and shall specify in detail the nature of the failures in performance that the noticing party claims and the manner in which such failure can be satisfactorily cured. 5.13 Estoppel Certificates. Within ten (10) days after receipt of a written request from time to time, either party shall execute and deliver to the other, or to an auditor or prospective lender or purchaser, a written statement certifying to that party’s actual knowledge: (a)that the Project Wide Affordable Housing Agreement is unmodified and in full force and effect (or, if there have been modifications, that the Project Wide Affordable Housing Agreement is in full force and effect, and stating the date and nature of such modifications); (b)that there are no current defaults under the Project Wide Affordable Housing Agreement by the City and either Assignor or Assignee, as the case may be (or, if defaults are asserted, so describing with reasonable specificity) and that there are no condition s which, with the passage of time or the giving of notice, or both, would constitute a default; (c) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that this Agreement is in full force and effect, and stating the date and nature of such modifications); and (d) such other matters as may be reasonably requested. 5.14 Successors and Assigns. This Agreement runs with the land and shall be binding on and inure to the benefit of the parties and their respective successors and assigns. 5.15 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and enforceable to the full extent permitted by law; provided that, if the invalidation or unenforceability would deprive either Assignor or Assignee of material benefits derived from this Agreement or make performance under this Agreement unreasonably difficult, then Assignor and Assignee shall meet and confer and shall make good faith efforts to modify this Agreement in a manner that is acceptable to Assignor, Assignee and the City. [remainder of page left intentionally blank – signature pages follow] 080937\16327866v1 4869-8882-1750 v7 IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement by proper persons thereunto duly authorized, to be effective as of the Effective Date. “Assignor” , a company By: Name: Title: By: Name: Title: “Assignee” , a company By: Name: Title: 080937\16327866v1 4869-8882-1750 v7 CALIFORNIA ACKNOWLEDGMENTS State of County of On , 2024, before me, , a notary public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that s/he executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 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. 080937\16319350v1 4869-8882-1750 v7 CALIFORNIA ACKNOWLEDGMENTS State of County of On , 2024, before me, , a notary public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that s/he executed the same in his/her authorized capacity, and that by his/her signature on the instrument the per son, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) 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. 080937\16319350v1 4869-8882-1750 v7 EXHIBIT A Description of the Property (Attached) 080937\16319350v1 4869-8882-1750 v7 EXHIBIT B Description of the Assigned Property (Attached) 4869-8882-1750 v7 EXHIBIT C CONSENT OF CITY OF SAN RAFAEL The City of San Rafael hereby consents to the assignment and assumption of the Assigned Property Rights and Obligations as set forth in this Agreement and agrees to the terms and conditions set forth herein. CITY OF SAN RAFAEL, a California Municipal corporation By: Exhibit Di 1 Exhibit D Northgate Town Square Project Site Legal Description The land referred to herein below is situated in the City of San Rafael, County of Marin, State of California, and is described as follows: Parcel One: Beginning at a point on the easterly boundary of Northgate Drive, as shown on that certain map entitled, "Map of Northgate Regional Shopping Center", recorded September 10, 1963 in Volume 12 of Maps at page 19, Marin county records, which point is the southerly terminus of the course "north 32° 00' 00" east 294.85", as shown on said map; thence along the boundaries of Northgate Drive, of Las Gallinas Avenue and of Los Ranchitos Road, as shown on said map, the following courses and distances: north 32° 00' 00" east, 294.85 feet; thence along a curve to the left, whose center bears north 58° 00' 00" west, having a radius of 1304.00 feet through a central angle of 37° 43' 06" a distance of 858.44 feet; thence along a curve to the right, whose center bears north 84° 16' 54" east, having a radius of 30.00 feet through a central angle of 109° 13' 06" a distance of 57.19 feet; thence south 76° 30' 00" east, 10.81 feet; thence along a curve to the right, whose center bears south 13° 30' 00" west, having a radius of 427.89 feet through a central angle of 19° 47' 56", a distance of 147.86 feet; thence south 56° 42' 04" east 32.12 feet; thence along a curve to the left, whose center bears north 33° 17' 56" east, having a radius of 730.04 feet, through a central angle of 26° 24' 46", a distance of 336.54 feet; thence south 83° 06' 50" east, 330.92 feet; thence along a curve to the right, whose center bears south 6° 53' 10" west, having a radius of 170.01 feet through a central angle of 83° 00' 21", a distance of 246.30 feet; thence south 0° 06' 29" east, 102.13 feet; thence south 0° 04' 50" west 112.63 feet; thence along a non-tangent curve to the right whose center bears south 89° 50' 48" west, having a radius of 970.00 feet, through a central angle of 29° 33' 10", a distance of 500.32 feet; thence south 29° 23' 52" west, 100.00 feet; thence along a non -tangent curve to the left, whose center bears south 60° 35' 50" east, having a radius of 780.0 0 feet through a central angle of 43° 51' 22", a distance of 597.04 feet; thence south 14° 28' 26" east, 100.65 feet; thence along a curve to the right, whose center bears south 75° 31' 34" west, having a radius of 50.00 feet through a central angle of 89° 59' 48", a distance of 78.54 feet; thence south 75° 31' 22" west 518.22 feet; thence along a curve to the right, whose center bears north 14° 28' 38" west, having a radius of 224.00 feet through a central angle of 85° 18' 00" a distance of 333.48 feet; th ence along a curve to the left, whose center bears south 70° 49' 22" west, having a radius of 291.67 feet through a central angle of 38° 49' 22" a distance of 197.63 feet, thence north 58° 00' 00" west, 65.94 feet, and thence along a curve to the right, wh ose center bears north 32° 2 00' 00" east, having a radius of 446.00 feet through a central angle of 90° 00' 00" a distance of 700.58 feet to the point of beginning. Excepting therefrom that portion of said land as described in the deed to the City of San Rafael, dated November 15, 1984 and recorded January 11, 1985 as Instrument No. 85001287, Marin County records, and more particularly described as follows: Beginning at a point on the southerly boundary of Las Gallinas avenue, as shown on that certain map entitled "Map of Northgate Regional Shopping Center", recorded September 10, 1963 in volume 12 of maps at page 19, Marin County records, at the westerly terminus of the course shown as "south 76° 30' 00" east, 10.81 feet", on said map (12 rm 19); thence along said southerly boundary of Las Gallinas Avenue (12 rm 19) the following courses and distances: south 76° 30' 00" east, 10.81 feet; thence southeasterly along a curve to the right, tangent to the preceding course, having a radius Of 427.89 feet through a central angle of 19° 47' 56", an arc length of 147.86 feet; thence south 56° 42' 04" east, 32.12 feet and thence southeasterly along a curve to the left, tangent to the preceding course, having a radius of 730.04 feet through a cen tral angle of 16° 00' 00", an arc length of 203.87 feet; thence leaving said southerly boundary (12 rm 19) north 72° 42' 04" west, 71.15 feet; thence northwesterly along a curve to the right, tangent to the preceding course, having a radius of 481.90 feet through a central angle of 16° 00' 00", an arc length of 134.57 feet; thence north 56° 42' 04" west, 32.12 feet; thence northwesterly along a curve to the left, tangent to the preceding course, having a radius of 417.89 feet through a central angle of 19° 47' 56", an arc length of 144.40 feet; thence north 76° 30' 00" west, 17.91 feet; thence westerly along a curve to the left, tangent to the preceding course, having a radius of 22.48 feet through a central angle of 109° 13' 06", an arc length of 42.85 feet to the point of reverse curve on the easterly boundary of Northgate Drive, as shown on said map (12 rm 19); thence along said easterly boundary of Northgate Drive (12 rm 19) northerly along a curve to the right, whose center bears north 84° 16' 54" east, having a radius of 30.00 feet through a central angle of 109° 13' 06", an arc length of 57.19 feet to the point of beginning. Also excepting therefrom that portion of said land as described in the deed to the City of San Rafael, dated November 15, 1984, recorded January 11, 1985 as instrument no. 85001288, Marin County records, and more particularly described as follows: Beginning at a point on the westerly boundary of Los Ranchitos Road, as shown on the "Map of Northgate Regional Shopping Center", recorded September 10, 1963 in volume 12 of maps at page 19, Marin County records; at the northerly terminus of the course shown as "south 29° 23' 52" west, 100.00 feet" on said map (12 rm 19); thence along said westerly boundary of Los Ranchitos Road (12 rm 19) south 29° 23' 52" west, 3 100.00 feet and thence southwesterly along a curve to the left, whose center bears south 60° 35' 50" east, having a radius of 780.00 feet through a central angle of 3° 31' 22", an arc length of 47.96 feet; thence leaving said westerly boundary (12 rm 19) northeasterly along a curve to the left, whose center bears north 64° 07' 12" west, having a radius of 32.00 feet through a central angle of 24° 34' 59", an arc length of 13.73 feet; thence northeasterly along a reverse curve to the right, whose center bear s south 88° 42' 11" east, having a radius of 48.00 feet through a central angle of 21° 45' 26", an arc length of 18.23 feet; thence north 23° 03' 15" east, 43.20 feet; thence northeasterly along a curve to the right, tangent to the preceding course, having a radius of 100.00 feet through a central angle of 16° 40' 58", an arc length of 29.12 feet; thence north 39° 44' 13" east, 24.02 feet; thence northeasterly along a curve to the right, tangent to the preceding course, having a radius of 58.00 feet through a central angle of 12° 41' 56", an arc length of 12.86 feet; thence northeasterly along a reverse curve to the left, whose center bears north 37° 33' 51" west, having a radius of 42.00 feet, through a central angle of 23° 27' 17", an arc length of 17.19 f eet to said westerly boundary of Los Ranchitos Road (12 rm 19); thence along said westerly boundary (12 rm 19), southwesterly along a curve to the right, whose center bears north 61° 01' 08" west, having a radius of 970.00 feet through a central angle of 0° 25' 06", an arc length of 7.08 feet to the point of beginning. Parcel Two: Beginning at a point on the westerly boundary of Los Ranchitos Road as shown on the "Map of Northgate Regional Shopping Center", recorded September 10, 1963 in volume 12 of maps at page 19, Marin County records, which point is the northerly terminus of the course "s 14°28'26" e, 183.65 feet", as shown on said map (12 maps 19); thence along the boundary of Los Ranchitos road and Northgate Drive, as shown on said map (12 maps 19), the following courses and distances: South 14°28'26" east, 100.65 feet; thence along a curve to the right, whose center bears south 75°31'34" west, having a radius of 50 feet through a central angle of 89°59'48" a distance of 78.54 feet; thence south 75°31'22" west, 518.22 feet; thence along a curve to the right, whose center bears north 14°28'38" west, having a radius of 224.00 feet through a central angle of 85°18'00" a distance of 333.48 feet; thence along a curve to the left, whose center bears south 70°49'22" west, having a Radius of 291.67 feet through a central angle of 38°49'22" a distance of 197.63 feet; thence north 58°00'00" west, 65.94 feet, and thence along a curve to the right, whose center bears a distance of 420.61 feet; thence leaving said boundary, south 76°30'00" east, 1177.52 feet to the westerly boundary of said Los Ranchitos Road; thence along said westerly boundary along a curve to the left, whose center bears north 84°05'22" east, having a radius of 780.00 feet through a central angle of 8°32'34" a distance of 116.30 feet to the point of beginning. 4 Parcel Three: Beginning at the southeast corner of Las Gallinas Avenue as shown the "Map of Northgate Shopping Center", recorded April 13, 1960, in volume 10 of maps at page 56, which point is also the southerly terminus of the course described as "n 2 6°48'11" e., 60.00 feet" in parcel 2 of The deed from rose freitas rose, et al, to the State of California, recorded April 19, 1960, in volume 1361 of official records at page 30; thence along the southerly boundary of said parcel 2 (also the southerly boundary of Las Gallinas Avenue) (1361 o.r. 30) the following courses and distances: easterly along a curve concave to the southwest, whose center bears south 25°31'51" west, having a radius of 427.89 feet through a central angle of 7°46'05" for a distance of 58.01 feet; thence south 56°42'04" east, 32.12 feet; thence easterly along a curve concave to the northeast, tangent to the preceding course, having a radius of 730.04 feet through a central angle of 26°24'46" for a distance of 336.54 feet and thence south 83°06'50" east, 157.16 feet; thence leaving said southerly boundary south 13°30'00" west, 371.00 feet to the true point of beginning of this description; thence from said true point of beginning south 76°30'00" east, 152.00 feet; thence south 13°30'00" west, 304.00 feet; thence north 76°30'00" west, 304.00 feet; thence north 13°30'00" east, 304.00 feet; thence south 76°30'00" east 152.00 feet to the true point of beginning Parcel Four: Beginning at a point on the easterly boundary of Northgate Drive, as shown on that certain map entitled "Map of Northgate Regional Shopping Center", recorded September 10, 1963 in book 12 of record maps at page 19, Marin County records, which point is the southerly terminus of the course "n 32°00'00" e, 294.85" as shown on said map (12 rm 19); thence along said easterly boundary of Northgate Drive (12 rm 19) north 32°11'100" east, 294.85 feet; thence leaving said easterly boundary of Northgate Drive (12 rm 19) south 72°23'02" east, 37.59 feet to the true point of beginning; thence south 13°30'00" west, 70.00 feet, thence south 58°30'00" west, 5.66 feet, thence south 13°30'00" west, 42.00 feet; thence south 31°30'100" east, 11.30 feet; thence sout h 13°30'00" west, 34.00 feet; thence south 58°30'00" west, 11.31 feet; thence south 13°30'00" west, 12.00 feet; thence south 31°30'100" east, 5.66 feet; thence south 13°30'00" west, 118.80 feet; thence south 76°30'100" east, 40.67 feet; thence north 13°30'00" east, 57.13 feet; thence south 31°30'00" east, 7.54 feet; thence south 76°30'00" east, 74.00 feet; thence north 58°30'100" east, 11.31 feet; thence south 76°30'00" east, 24.00 feet; thence north 13°30'100" east, 106.00 feet; thence south 76°30'00" east 8.00 feet~ thence north 13°30'00" east, 96.00 feet; thence north 31°30'00" west, 11.31 feet; thence north 13°30'0011" east, 57.00 feet; thence north 76°30'100" west, 32.00 feet; thence north 31°30'0011" west, 11.31 feet; thence north 76°30'00" west, 80.00 feet; thence south 58°30'0011" west, 11.31 feet; thence north 5 76°30'00" west, 18.00 feet; thence south 13°30'0011" west, 20.00 feet; thence south 58°30'00" west, 8.49 feet to THE TRUE POINT OF BEGINNING. 4872-0216-6775 v4 Exhibit Dii Below Market Rate Housing Agreement and Declaration of Restrictive Covenants (Rental Units) 4872-0216-6775 v4 This document is recorded for the benefit of the City of San Rafael and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of San Rafael 1400 Fifth Avenue San Rafael, California 94901 Attention: City Clerk BELOW MARKET RATE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (Northgate Mall Redevelopment Project – Rental Affordable Housing Units) THIS BELOW MARKET RATE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (“Agreement”) is entered into as of , ____, by and between the City of San Rafael, a California municipal corporation (“City”), and [ ], a [ ] (“Owner”). City and Owner may be referred to individually as a “Party” or collectively as the “Parties” in this Agreement. RECITALS A.Owner is the owner of that certain real property located at (APN ), in the City of San Rafael, California (“Property”), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference. B.MGP XI Northgate, LLC (“Project Wide Developer”) applied to redevelop an existing commercial mall (the “Main Northgate Mall Project Site”) into a mixed-use development with retail and residential components including 219,380 square feet of commercial space, 1,422 residential units, privately-owned publicly-accessible open space and recreational uses, including a 56,975 square foot Town Square and 9,604 square foot bike hub with amenities, bicycle and pedestrian facilities, parking areas, fencing, lighting, landscaping, stormwater management areas, and signage and applied to the City for a Planned Development (PD) Rezoning (ZC21-001), Vesting Tentative Subdivision Map (TS21-002), Master Use Permit (UP21-007), Environmental and Design Review Permit (ED21-024) and associated Densi ty Bonus approvals, and Master Sign Program (SP24-002) (the “Northgate Mall Project”), [which is subject to that certain Project Wide Affordable Housing Agreement (“Project Wide Affordable Housing 4872-0216-6775 v4 Agreement”) between Project Wide Developer and City, dated as of [ ], 2024. C.[The Project Wide Developer has transferred the Property to the Owner.] D.The Northgate Mall Project subdivided the Main Northgate Mall Project Site into [ ] new legal parcels shown on the Vesting Tentative Subdivision Map approved by the City Council of the City of San Rafael pursuant to Resolution No. [____] Amongst those new parcels is parcel [ ], which is approved [for residential building [ ] with a new multifamily residential project with [______] rental units, as well as associated open space, circulation, parking and infrastructure improvements. (“Project”), of which [________] (“BMR Units”) shall be affordable to low income households. The allocation of BMR Units across the unit-sizes in the Project is more particularly described on Exhibit B, attached hereto and incorporated herein by this reference. E.On December 2, 2024, after a duly noticed public hearing, and on the recommendation of the Planning Commission, the City Council certified the environmental impact report and granted and approved a Planned Development (PD) Rezoning (ZC21-001), Vesting Tentative Subdivision Map (TS21-002), Master Use Permit (UP21-007), Environmental and Design Review Permit (ED21-024) and associated Density Bonus approvals, and Master Sign Program (SP24-002) (collectively, “Project Approvals”). The Project Approvals require the Project Wide Developer to provide Affordable Housing Units as described herein . The Project Approvals require the Project Wide Developer to provide BMR Units in accordance the Project Wide Affordable Housing Agreement. In accordance with San Rafael Municipal Code Chapter 14.16 (“BMR Ordinance”) and the City of San Rafael Guidelines for Administration of the Affordable Housing Requirement Program (Resolution No. 14890, or “Guidelines”), Owner is required to execute and record an approved BMR Housing Agreement as a condition precedent to approval of the issuance of a building permit for the Project. This Agreement is intended to satisfy that requirement. F.As required by the Project Wide Affordable Housing Agreement, and pursuant to this Agreement, Owner has agreed to observe all the terms and conditions set forth below for purposes of development and operation of the BMR Units. This Agreement will ensure the Project’s continuing affordability. NOW, THEREFORE, the Parties hereto agree as follows. The recitals are incorporated into this Agreement by this reference. 1.CONSTRUCTION OF THE IMPROVEMENTS. 1.1 Construction of the Project. Owner agrees to construct the Project in accordance with all applicable provisions of the San Rafael Municipal Code and all other applicable state and local building codes, development standards, ordinances and zoning ordinances. 1.2 City and Other Governmental Permits . Before commencement of the Project, Owner shall secure or cause its contractor to secure any and all permits which may be required by the City or any other governmental agency affected by such construction, including without limitation building permits. Owner shall pay all necessary fees and timely submit to the City final drawings with final corrections to obtain such permits; City staff will, without incurring liability 4872-0216-6775 v4 or expense therefore, process applications in the ordinary course of business for the issuance of building permits and certificates of occupancy for construction that meets the requirements of the San Rafael Municipal Code, and all other applicable laws and regulations. 1.3 Compliance with Laws. Owner shall carry out the design, construction and operation of the Project in conformity with all applicable laws, including all applicable state labor standards, all applicable City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other applicable provisions of the San Rafael Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. 2.OPERATION OF THE BMR UNITS 2.1 Affordability Period. This Agreement shall remain in effect and the Property, shall be subject to the requirements of this Agreement from the date of recordation (the “Effective Date”) into perpetuity. The duration of this requirement shall be known as the “Affordability Period.” 2.2 Maintenance. Owner shall comply with every condition of the Project Approvals applicable to the Project and shall, at all times, maintain the Project and the Property in good repair and working order, reasonable wear and tear excepted, and in a safe and sanitary condition, and from time to time shall make all necessary and proper repairs, renewals, and replacements to keep the Project and the Property in a good, clean, safe, and sanitary condition. 2.3 Monitoring and Recordkeeping. Throughout the Affordability Period, Owner shall comply with all applicable recordkeeping and monitoring requirements set forth in the Guidelines. City shall have the right to inspect the books and records of Owner and its rental agent or bookkeeper with respect to the BMR Units upon reasonable notice during normal business hours. Representatives of the City shall be entitled to enter the Property, upon at least 48 -hour prior written notice, which can be provided via email, to monitor compliance with this Agreement, to inspect the records of the Project with respect to the BMR Units, and to conduct, or cause to be conducted, an independent audit or inspection of such records. Owner agrees to cooperate with the City in making the Property available for such inspection or audit. Owner agrees to maintain records in businesslike manner, and to maintain such records for the Affordability Period. 2.4 Non-Discrimination Covenants. Owner covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, familial status, disability, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall Owner establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. Owner shall include such provision in all deeds, leases, contracts and other instr uments executed by Owner, and shall enforce the same diligently and in good faith. a.In deeds, the following language shall appear: (1)Grantee herein covenants by and for itself, its successors and 4872-0216-6775 v4 assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a 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 herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (2)Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). b.In leases, the following language shall appear: (1)The lessee herein covenants by and for the lessee and lessee’s heirs, personal representatives and assigns, and all persons claiming under the lessee or through the lessee, that this lease is made subject to the condition that there shall be no discrimination against or segregation of any person or of a group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the property herein leased nor shall the lessee or any person claiming under or through the lessee establish or permit any such practice or practices of discrimination of segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the property herein leased. (2)Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). c.In contracts pertaining to management of the Project, the following language, or substantially similar language prohibiting discrimination and segregation shall appear: 4872-0216-6775 v4 (1)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 nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land. (2)Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). 2.5 Subordination. This Agreement shall be recorded in the Official Records of the County of Marin and shall run with the land. The City agrees that the City will not withhold consent to reasonable requests for subordination of this Agreement for the benefit of lenders providing financing for the Project, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights. 3.OPERATION OF THE BMR UNITS 3.1 BMR Units. Owner agrees to make available, restrict occupancy to, and lease , once constructed, not less than [______] BMR Units to Qualifying Households, as hereinafter defined, at an affordable rent, pursuant to the terms set forth below. The BMR Units shall be of a quality comparable to all of the other rental units in the Project. This Section shall not be interpreted to require the construction of BMR Units in a number greater than, except where rounded up to the nearest whole number, ten (10) percent of the total number of dwelling units constructed, inclusive of manager’s units. 3.2 Qualifying Households. For purposes of this Agreement, “Qualifying Households” shall mean those households with incomes as follows: a.“Low Income Unit”: means units restricted to households with incomes of not more than eighty percent (80%) of the Area Median Income for Marin County, California, adjusted for Actual Household Size and as otherwise adjusted and 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 or successor provision. A Qualifying Household shall continue to qualify unless at the time of recertification, the household’s income exceeds the 4872-0216-6775 v4 Low Income eligibility requirements, then the tenant shall no longer be qualified. Upon Owner’s determination that any such household is no longer qualified, the unit shall no longer be deemed a Low Income Unit, and Owner shall make the next available unit, which is comparable in terms of size, features and number of bedrooms, a Low Income Unit, or take other actions as may be necessary to ensure that one (1) Low Income Unit is rented to a Qualifying Household. Owner shall notify City annually in writing if Owner substitutes a different unit for the designated Low Income Unit pursuant to this paragraph. 3.3 Income Verification and Annual Report. Owner shall make a good faith effort to verify that each household leasing a BMR Unit meets the income and eligibility restrictions for the BMR Unit by taking the following steps as a part of the verification process: (a) obtain a minimum of the three (3) most current pay stubs for all adults age eighteen (18) or older; (b) obtain an income tax return for the most recent tax year; (c) conduct a credit agency or similar search; (d) obtain the three (3) most current savings and checking account bank statements; (e) obtain an income verification form from the applicant's current employer; (f) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (g) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. On or before July 1 of each year, commencing with the calendar year that the first residential unit in the Project is rented to a tenant, and annually thereafter, Owner shall obtain from each household occupying a BMR Unit and submit to the City an income computation and certification form, completed by a tenant of such unit, which shall certify that the income of each Qualifying Household is truthfully set forth in the income certification form, in the form proposed by the Owner and approved by the City Manager (“Annual Report”). Copies of tenant income certifications shall be available to the City upon request. The Annual Report shall, at a minimum, include the following information for each BMR Unit: unit number, number of bedrooms, current rent and other charges, dates of any vacancies during the reporting period, number of people residing in the unit, total household Gross Income, and lease commencement and termination dates. The Report shall also provide a statement of the owner’s management policies, communications with the tenants and maintenance of the BMR Unit, including a statement of planned repairs to be made and the dates for the repairs. 3.4 Affordable Rent. The maximum Monthly Rent, defined below, chargeable for the BMR Units and paid shall be as follows: a.“Low Income Household”: maximum Monthly Rent shall be 1/12th of 30 percent of eighty (80) percent of the Area Median Income for Marin County, California, adjusted for Actual Household Size and as otherwise adjusted and published from time to time by HCD in Section 6932 of Title 25 of the California Code of Regulations or successor provision. The Monthly Rent for a Low Income Unit rented to a Low Income Household and paid by the household shall be based on an assumed average occupancy per unit of the number of bedrooms in the unit plus one (1) (therefore, 2 persons for a one- bedroom unit, 3 persons for a two-bedroom unit and 4 persons for a three- bedroom unit). 4872-0216-6775 v4 For purposes of this Agreement, “Monthly Rent” means the total of monthly payments actually made by the household for (a) use and occupancy of each BMR Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Owner which are required of all tenants, other than security deposits, (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, and which are not paid directly by Owner, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or internet service, which reasonable allowance for utilities is set forth in the County of Marin’s Utility Allowance Schedule for detached homes, apartments, condominiums and duplexes, and (d) possessory interest, taxes or other fees or charges assessed for use of the land and facilities associated therewith by a public or private entity other than Owner. 3.5 Agreement to Limitation on Rents. As described in Recital C above, Owner is developing the project pursuant to the State Density Bonus Laws, which is a form of assistance authorized by Chapter 3 (commencing with Section 65915) of Division 1 of Title 7 of the Government Code. Sections 1954.52(b) and 1954.53(a)(2) of the Costa-Hawkins Act provide that, where a developer has received such assistance, certain provisions of the Costa-Hawkins Act do not apply if a developer has so agreed by contract. Owner hereby agrees to limit Monthly Rent as provided in this Agreement in consideration of Owner’s receipt of the assistance and further agrees that any limitations on Monthly Rents imposed on the BMR Units are in conformance with the Costa-Hawkins Act. Owner further warrants and covenants that the terms of this Agreement are fully enforceable. 3.6 Lease Requirements. No later than 180 days prior to the initial lease up of the BMR Units, Owner shall submit a standard lease form to the City for approval by the Director or their designee. The City shall reasonably approve such lease form upon finding that such lease form is consistent with this Agreement and contains all of the provisions required pursuant to the Guidelines. Owner shall enter into a written lease, in the form approved by the City, with each new tenant of a BMR Unit prior to a tenant or tenant household’s occupancy of a BMR Unit. Each lease shall be for an initial term of not less than one year which may be renewed pursuant to applicable local and State laws, and shall n ot contain any of the provisions which are prohibited pursuant to the Guidelines, local, state and Federal laws. 4.DEFAULT AND REMEDIES 4.1 Events of Default. The following shall constitute an “Event of Default” by Owner under this Agreement: there shall be a material breach of any condition, covenant, warranty, promise or representation contained in this Agreement and such breach shall continue for a period of thirty (30) days after written notice thereof to the Owner without the Owner curing such breach, or if such breach cannot reasonably be cured within such 30 day period, commencing the cure of such breach within such 30 day period and thereafter diligently proceeding to cure such breach; provided, however, that if a different period or notice requirement is specified for any particular breach under any other paragraph of Section 4 of this Agreement, the specific provision shall control. 4.2 Remedies. The occurrence of any Event of Default under Section 4.1 shall give the City the right to proceed with an action in equity to require the Owner to specifically perform its obligations and covenants under this Agreement or to enjoin acts or things which may be unlawful or in violation of the provisions of this Agreement, and the right to terminate this Agreement. 4872-0216-6775 v4 4.3 Obligations Personal to Owner. The liability of Owner under this Agreement to any person or entity is limited to Owner’s interest in the Project, and the City and any other such persons and entities shall look exclusively thereto for the satisfaction of obligations arising out of this Agreement or any other agreement securing the obligations of Owner under this Agreement. From and after the date of this Agreement, no deficiency or other personal judgment, nor any order or decree of specific performance (other than pertaining to this Agreement, any agreement pertaining to any Project or any other agreement securing Owner’s obligations under this Agreement), shall be rendered against Owner, the assets of Owner (other than Owner’s interest in the Project), its partners, members, successors, transferees or assigns and each of their respective officers, directors, employees, partners, agents, heirs and personal representatives, as the case may be, in any action or proceeding arising out of this Agreement or any agreement securing the obligations of Owner under this Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding. No subsequent Owner of the Project shall be liable or obligated for the breach or default of any obligations of Owner under this Agreement on the part of any prior Owner. Such obligations are personal to the person who was the Owner at the time the default or breach was alleged to have occurred and such person shall remain liable for any and all damages occasioned thereby even after such person ceases to be the Owner. Each Owner shall comply with and be fully liable for all obligations of the Owner hereunder during its period of ownership of the Project. 4.4 Force Majeure. Subject to the party’s compliance with the notice requirements as 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 or defaults are due to causes beyond the control and without the fault of the party claiming an extension of time to perform, which may include, without limitation, the following: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, assaults, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, acts or omissions of the other party, or acts or failures to act of any public or governmental entity (except that the City’s acts or failure to act shall not excuse performance of the City hereunder). An extension of the 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, if notice by the party claiming such extension is sent to the other party within 30 days of the commencement of the cause. 4.5 Attorneys’ Fees. In addition to any other remedies provided hereunder or available pursuant to law, if either party brings an action or proceeding to enforce, protect or establish any right or remedy hereunder, the prevailing party shall be entitled to recover from the other party its costs of suit and reasonable attorneys' fees. This Section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute. 4.6 Remedies Cumulative. No right, power, or remedy given by the terms of this 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 given by the terms of any such instrument, or by any statute or otherwise. 4.7 Waiver of Terms and Conditions. The City may, in its sole discretion, waive in writing any of the terms and conditions of this Agreement. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, 4872-0216-6775 v4 term, or condition. 4.8 Non-Liability of City Officials and Employees. No member, official, employee or agent of the City shall be personally liable to Owner or any occupant of any BMR Unit, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Owner or its successors, or on any obligations under the terms of this Agreement. 4.9 Cure Rights. Notwithstanding anything to the contrary contained herein, City hereby agrees that any cure of any default made or tendered by (i) Owner’s limited partner, or (ii) Owner’s senior mortgage lender, shall be deemed to be a cure by Owner and shall be accepted or rejected on the same basis as if made or tendered by Owner. 5.GENERAL PROVISIONS 5.1 Guidelines. This Agreement incorporates by reference the Guidelines as of the date of this Agreement and any applicable successor sections as the Guidelines may be amended from time to time. In the event of any conflict or ambiguity between this Agreement, the requirements of state and federal fair housing laws and the Guidelines, the terms and conditions of this Agreement and the requirements of state and federal fair housing laws shall control. 5.2 Time. Time is of the essence in this Agreement. 5.3 Notices. Unless otherwise indicated in this Agreement, any notice requirement set forth herein shall be deemed to be satisfied three days after mailing of the notice first-class United States certified mail, postage prepaid, or at the time of personal delivery, addressed to the appropriate party as follows: Owner: Attention: Email: [ ] City : City of San Rafael 1400 Fifth Avenue San Rafael, California 94901 Attention: City Manager With a Copy to: Nira Doherty Burke Williams & Sorensen, LLP 181 Third Street San Rafael, California 94901 Such addresses may be changed by notice to the other party given in the same manner as provided above. 5.4 Successors and Assigns. This Agreement constitutes a covenant and legal 4872-0216-6775 v4 restriction on the Property and shall run with the land, provided the Project remains on the Property, and all of the terms, covenants and conditions of this Agreement shall be binding upon Owner and the permitted successors and assigns of Owner. 5.5 Intended Beneficiaries. The City is the intended beneficiary of this Agreement and shall have the sole and exclusive power to enforce this Agreement. It is intended that the City may enforce this Agreement in order to, satisfy its obligations to improve, increase and preserve affordable housing within the City, as required by the Guidelines, and to provide that a certain percentage of new housing is made available at affordable housing cost to persons and families of very low, low and moderate incomes as required by the Guidelines. No other person or persons, other than the City and Owner and their assigns and successors, shall have any right of action hereon. 5.6 Partial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. 5.7 Governing Law. This Agreement and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. The venue for any action shall be the County of Marin. 5.8 Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Owner and the City. 5.9 Approvals. Where an approval or submission is required under this Agreement, such approval or submission shall be valid for purposes of this Agreement only if made in writing. Where this Agreement requires an approval or consent of the City, such approval shall not be unreasonably withheld and may be given on behalf of the City by the City Manager or his or her designee. The City Manager or his or her designee is hereby authorized to take such actions as may be necessary or appropriate to implement this Agreement, including without limitation th e execution of such documents or agreements as may be contemplated by this Agreement, and amendments which do not substantially change the uses or restrictions hereunder, or substantially add to the costs of the City hereunder. 5.10 Indemnification. To the greatest extent permitted by law, Owner shall indemnify, defend (with counsel reasonably approved by City) and hold the City, its heirs, successors and assigns (the “Indemnitees”) harmless from and against any and all demands, losses, claims, costs and expenses, and any other liability whatsoever, including without limitation, reasonable accountants’ and attorneys’ fees, charges and expense (collectively, “Claims”) arising directly or indirectly, in whole or in part, as a result of or in connection with Owner’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. Owner’s indemnification obligations under this Section 5.10 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 5.10 shall survive the expiration or earlier termination of this Agreement, but only as to claims arising from events occurring during the Affordability Period. 4872-0216-6775 v4 5.11 Insurance Coverage. Throughout the Affordability Period, Owner shall comply with the insurance requirements set forth in Exhibit C, attached hereto and incorporated herein by this reference, and shall, at Owner’s expense, maintain in full force and effect insurance coverage as specified in Exhibit C. 5.12 Satisfaction of Project Wide Affordable Housing Agreement Requirements. The City hereby acknowledges and agrees that Owner’s execution and delivery of this Agreement and the performance of Owner’s obligations herein, satisfies Project Wide Developer’s obligation to execute and record a Below Market Rate Housing Agreement and Declaration of Restrictive Covenants against the Property as set forth in Section 5 of the Project Wide Affordable Housing Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth above. SIGNATURES ON FOLLOWING PAGE(S). 4872-0216-6775 v4 OWNER: [ ], a [ ] By: Its: CITY: CITY OF SAN RAFAEL, a California municipal corporation By: City Manager ATTEST: By: City Clerk List of Exhibits: Exhibit A: Property Description Exhibit B: Allocation of the BMR Units Exhibit C: Insurance Requirements Exhibit A Property Description 4872-0216-6775 v4 Exhibit B Allocation of BMR Units in the Project Development Parcel Housing Type Low-Income Units Residential 3 Apartments 28 Low- Income 6 studio 17 one-bed 5 two-bed Residential 4 Apartments 45 Low- Income 4 studio 32 one-bed 9 two-bed Residential 5 Apartments 31 Low- Income 5 studio 19 one-bed 7 two-bed Residential 6 Apartments 25 Low- Income 4 studio 16 one-bed 5 two-bed 4872-0216-6775 v4 Exhibit C Insurance Requirements Prior to initiating work on the Project and continuing throughout the Affordability Period, Owner shall obtain and maintain the following policies of insurance and shall comply with all provisions set forth in this Exhibit. 1.General Requirements. Owner shall procure and maintain the following insurance providing coverage against claims for injuries to persons or damages to property that may arise from or in connection with the Project, construction, management, or operation of the Property by the Owner or the Owner’s agents, representatives, employees and contractors, or subcontractors, including the following: (a)Commercial General Liability: The Owner and all contractors working on behalf of Owner on the Property shall maintain a commercial general liability policy in an occurrence policy for protection against all claims arising from injury to person or persons not in the employ of the Owner and against all claims resulting from damage to any property due to any act or omission of the Owner, its agents, or employees in the conduct or operation of the work or the execution of this Agreement. Such insurance shall include products and completed operations liability, blanket contractual liability, personal injury liability, and broad form property damage coverage. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage. (b)Commercial Automobile Liability: The Owner and all contractors working on behalf of Owner on the Property shall maintain insurance for protection against all claims arising from the use of vehicles, owned, hired, non-owned, or any other vehicle in connection with the Project, construction, operation or management of the Property. Such insurance shall cover the use of automobiles and trucks on and off the site of the Property. Coverage shall be at least as broad as Insurance Services Office covering Commercial Automobile Liability, any auto, owned, non-owned and hired auto. (c)Workers' Compensation Insurance : The Owner (and the general partners thereof) shall furnish or cause to be furnished to City evidence satisfactory to City that Owner (and the general partners thereof), and any contractor with whom Owner has contracted for the performance of work on the Property or otherwise pursuant to this Agreement, shall maintain Workers' Compensation Insurance as required by the State of California and Employer’s Liability Insurance. (d)Builder’s Risk: Upon commencement of any construction work on the Property, Owner and all contractors working on behalf of Owner shall maintain a policy of builder's all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as loss payee as its interests may appear. (e)Professional Liability/Errors and Omissions: Owner shall require any architects, engineers, and general contractors working on the Property to maintain Professional Liability/Errors and Omissions insurance with limits not less than Two Million Dollars ($2,000,000) each claim. Certificates evidencing this coverage must reference both the Owner and the Indemnitees. If the professional liability/errors and omissions insurance is written on a 4872-0216-6775 v4 claims made form: (i) the retroactive date must be shown and must be before the Effective Date, (ii) insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of Project construction, and (iii) if coverage is cancelled or non -renewed and not replaced with another claims made policy form with a retroactive date prior to the Effective Date, Owner must purchase, or require the provision of, extended period coverage for a minimum of three (3) years after completion of construction. (f) Property: Owner shall maintain property insurance covering all risks of loss, including earthquake and flood (if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to City, naming City as loss payee as its interests may appear. 2. Minimum Limits; Adjustments. Insurance shall be maintained with limits no less than the following: (a) Commercial General Liability and Property Damage: $2,000,000 per occurrence and $5,000,000 annual aggregate for bodily injury, personal injury and property damage; provided however, with City’s advance written approval, subcontractors may maintain liability coverage with limits not less than $1,000,000 per occurrence, $2,000,000 annual aggregate. (b) Products and Completed Operations: $3,000,000 per occurrence/aggregate. (c) Commercial Automobile Liability: $2,000,000 combined single limit. (d) Employer’s Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. (e) Professional Liability/Errors and Omissions: $2,000,000 per occurrence or claim. If the policy provides coverage on a claims-made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. Coverage limits, and if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Effective Date nor more than once in every three (3) year period) to address changes in circumstance, including, but not limited to, changes in inflation and the litigation climate in California. City shall give written notice to Owner of any such adjustments, and Owner shall provide City with amended or new insurance certificates or endorsements evidencing compliance with such adjustments within thirty (30) days following receipt of such notice. 3. Deductibles and Self-Insured Retention. Any deductibles or self-insured retention must be 4872-0216-6775 v4 declared to, and approved by, the City. Payment of all deductibles and self-insured retentions will be the responsibility of Owner. If the City determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self -insurance retentions as respects the Indemnitees or Owner shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense. 4.Additional Requirements. The required general liability and automobile policies shall contain, or be endorsed to contain, the following provisions: (a)The Indemnitees are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Owner; products and completed operations of the Owner; premises owned, occupied or used by the Owner; or automobiles owned, leased, hired or borrowed by the Owner. The coverage shall contain no special limitations on the scope of protection afforded to the Indemnitees. Additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94. (b)All insurance shall be primary insurance as respects the Indemnitees. Any insurance or self-insurance maintained by the Indemnitees shall be excess of the Owner’s/contractor’s insurance and shall not contribute with it. (c)Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Indemnitees. (d)The Owner’s insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer’s liability. (e)Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City. (f)If any insurance policy or coverage required hereunder is canceled or reduced, Owner shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Owner’s expense, and Owner shall promptly reimburse City for such expense upon receipt of billing from City. (g)Owner agrees to waive subrogation rights for commercial general liability, automobile liability and worker’s compensation against Indemnitees regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with any construction on the Property to do likewise. Each insurance policy shall contain a waiver of subrogation for the benefit of City. If any required insurance is provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs are included in such annual aggregate limit, such annual aggregate limit shall be three times the applicable occurrence limits specified above. 4872-0216-6775 v4 (h)It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. For all liability insurance required by this Agreement, Owner (and Owner’s contractors, as applicable) shall obtain endorsements that name the Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires Owner (and Owner’s contractors, as applicable) to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Owner (or Owner’s contractors, as applicable), but in no event less than the minimum amounts specified in this Agreement. In the event that Owner (or Owner’s contractors as applicable) obtains insurance policies that provide liability coverage in excess of the amounts specified in this Agreement, the actual limits provided by such policies shall be deemed to be the amounts required under this Agreement. Without limiting the foregoing, the limits of liability coverage specified in this Agreement are not intended, nor shall they operate, to limit City’s ability to recover amounts in excess of the minimum amounts specified in this Agreement. (i)The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. 5.Acceptability of Insurers. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII. 6.Verification of Coverage. Prior to the Effective Date of this Agreement, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraphs (a), (b), (c), and (e) of Section 1 above, duly executed endorsements evidencing the Indemnitees’ status as additional insured, and all other endorsements and coverage required hereunder pertaining to such coverage. Prior to commencement of any construction work on the Property, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraphs (d) and (g) of Section 1 above. Prior to City’s issuance of a final certificate of occupancy or equivalent for the Project, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraph (f) of Section 1 above. Owner shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. 7.Insurance Certificates and Endorsements. Owner shall submit to the City all of the necessary insurance documents, including the applicable amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of required Owner policies listing all required policy endorsements to the City. Insurance Certificates and Endorsements are to be received and approved by the City within the time periods specified in Section 6 above. Should Owner cease to have insurance as required at any time, all work by Owner pursuant to this Agreement shall cease until insurance acceptable to the City is provided. Upon City’s request, Owner shall, within thirty (30) days of the request, provide or arrange for the insurer to provide to City, complete certified copies of all insurance policies required under this Agreement. City’s failure to make such request shall 4872-0216-6775 v4 not constitute a waiver of the right to require delivery of the policies in the future. 4883-2407-0139 v2 Exhibit Diii Below Market Rate Housing Agreement and Declaration of Restrictive Covenants (For Sale and Condominium Units) 4883-2407-0139 v2 This document is recorded for the benefit of the City of San Rafael and is entitled to be recorded free of charge in accordance with Sections 6103 and 27383 of the Government Code. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of San Rafael 1400 Fifth Street San Rafael, California 94901 Attention: City Clerk BELOW MARKET RATE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (Northgate Mall Redevelopment Project – For-Sale/ Condominium Affordable Housing Units) THIS BELOW MARKET RATE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (“Agreement”) is entered into as of , ____, by and between the City of San Rafael, a California municipal corporation (“City”), and [ ], a [ ] (“Owner”). City and Owner may be referred to individually as a “Party” or collectively as the “Parties” in this Agreement. RECITALS A.Owner is the owner of that certain real property located at (APN ), in the City of San Rafael, California (“Property”), as more particularly described in Exhibit A attached hereto and incorporated herein by this reference. B.MGP XI Northgate, LLC (“Project Wide Developer”) applied to redevelop an existing commercial mall (the “Main Northgate Mall Project Site”) into a mixed-use development with retail and residential components including 219,380 square feet of commercial space, 1,422 residential units, privately-owned publicly-accessible open space and recreational uses, including a 56,975 square foot Town Square and 9,604 square foot bike hub with amenities, bicycle and pedestrian facilities, parking areas, fencing, lighting, landscaping, stormwater management areas, and signage and applied to the City for a Planned Development (PD) Rezoning (ZC21-001), Vesting Tentative Subdivision Map (TS21-002), Master Use Permit (UP21-007), Environmental and Design Review Permit (ED21-024) and associated Density Bonus approvals, and Master Sign Program (SP24-002) (the “Northgate Mall Project”), [which is subject to that certain Project Wide Affordable Housing Agreement (“Project Wide Affordable Housing Agreement”) between Project Wide Developer and City, dated as of [ ], 2024. C.[The Project Wide Developer has transferred the Property to the Owner.] 4883-2407-0139 v2 D.The Northgate Mall Project subdivided the Main Northgate Mall Project Site into [ ] new legal parcels shown on the Vesting Tentative Subdivision Map approved by the City Council of the City of San Rafael pursuant to Resolution No. [____] Amongst those new parcels is parcel [ ], which is approved [for residential building [ ] with a new multifamily residential project with [______] rental and for-sale or condominium units, as well as associated open space, circulation, parking and infrastructure improvements. (“Project”), of which [________] (“BMR Units”) shall be affordable to low income households. [____] of said BMR Units shall be sold, as opposed to rented, to low income households. The allocation of BMR Units across the unit- sizes in the Project is more particularly described on Exhibit B, attached hereto and incorporated herein by this reference. E.On December 2, 2024, after a duly noticed public hearing, and on the recommendation of the Planning Commission, the City Council certified the environmental impact report and granted and approved a Planned Development (PD) Rezoning (ZC21-001), Vesting Tentative Subdivision Map (TS21-002), Master Use Permit (UP21-007), Environmental and Design Review Permit (ED21-024) and associated Density Bonus approvals, and Master Sign Program (SP24-002) (collectively, “Project Approvals”). The Project Approvals require the Project Wide Developer to provide Affordable Housing Units as described herein . The Project Approvals require the Project Wide Developer to provide BMR Units in accordance the Project Wide Affordable Housing Agreement. In accordance with San Rafael Municipal Code Chapter 14.16 (“BMR Ordinance”) and the City of San Rafael Guidelines for Administration of the Affordable Housing Requirement Program (Resolution No. 14890, or “Guidelines”), Owner is required to execute and record an approved BMR Housing Agreement as a condition precedent to approval of the issuance of a building permit for the Project. This Agreement is intended to satisfy that requirement. F.As required by the Project Wide Affordable Housing Agreement, and pursuant to this Agreement, Owner has agreed to observe all the terms and conditions set forth below for purposes of development and operation of the BMR Units. This Agreement will ensure the Project’s continuing affordability. NOW, THEREFORE, the Parties hereto agree as follows. The recitals are incorporated into this Agreement by this reference. 1.CONSTRUCTION OF THE IMPROVEMENTS. 1.1 Construction of the Project. Owner agrees to construct the Project in accordance with all applicable provisions of the San Rafael Municipal Code and all other applicable state and local building codes, development standards, ordinances and zoning ordinances. 1.2 City and Other Governmental Permits . Before commencement of the Project, Owner shall secure or cause its contractor to secure any and all permits which may be required by the City or any other governmental agency affected by such construction, including without limitation building permits. Owner shall pay all necessary fees and timely submit to the City final drawings with final corrections to obtain such permits; City staff will, without incurring liability or expense therefore, process applications in the ordinary course of business for the issuance of building permits and certificates of occupancy for construction that meets the requirements of the San Rafael Municipal Code, and all other applicable laws and regulations. 4883-2407-0139 v2 1.3 Compliance with Laws. Owner shall carry out the design, construction and operation of the Project in conformity with all applicable laws, including all applicable state labor standards, all applicable City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other applicable provisions of the San Rafael Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. 2. THE BMR UNITS 2.1 Affordability Period. This Agreement shall remain in effect and the Property, shall be subject to the requirements of this Agreement from the date of recordation (the “Effective Date”) into perpetuity. The duration of this requirement shall be known as the “Affordability Period.” 2.2 Maintenance. Owner shall comply with every condition of the Project Approvals applicable to the Project and shall, at all times, maintain the Project and the Property in good repair and working order, reasonable wear and tear excepted, and in a safe and sanitary condit ion, and from time to time shall make all necessary and proper repairs, renewals and replacements to keep the Project and the BMR Units in a good, clean, safe, and sanitary condition. Without limiting the foregoing, Owner agrees to maintain the Property (including without limitation, landscaping, driveways, parking areas, and walkways) in a condition free of all waste, nuisance, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Property. Owner shall prevent and/or rectify any physical deterioration of the BMR Units and shall make all repairs, renewals and replacements necessary to keep the Property in good cond ition and repair, ordinary wear and tear excepted. 2.3 Monitoring and Recordkeeping. Throughout the Affordability Period, Owner shall comply with all applicable recordkeeping and monitoring requirements set forth in the Guidelines. City shall have the right to inspect the books and records of Owner and its real estate agent or bookkeeper with respect to the BMR Units upon reasonable notice during normal business hours. Representatives of the City shall be entitled to enter the Property, upon at least 48-hour prior written notice, which can be provided via email, to monitor compliance with this Agreement, to inspect the records of the Project with respect to the BMR Units, and to conduct, or cause to be conducted, an independent audit or inspection of such records. Owner agrees to cooperate with the City in making the Property available for such inspection or audit. Owner agrees to maintain records in businesslike manner, and to maintain such records for the Affordability Period. 2.4 Non-Discrimination Covenants. Owner covenants by and for itself, its successors and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, familial status, disability, national origin, ancestry or other class protected by Applicable Laws in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Owner establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the BMR Units. Owner shall include such provision in all 4883-2407-0139 v2 deeds, leases, contracts and other instruments executed by Owner, and shall enforce the same diligently and in good faith. a. Grant Deed. The following language shall appear in each BMR grant deed: (1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through it, that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdiv ision (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 herein conveyed nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). b. Contracts. In contracts pertaining to management, construction, maintenance or other element of the Project, the following language, or substantially similar language prohibiting discrimination and segregation shall appear: (1) 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 nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to selection, location, number, use or occupancy of tenants, lessee, subtenants, sublessees or vendees of the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1). 2.5 Subordination. This Agreement shall be recorded in the Official Records of the County of Marin and shall run with the land. The City agrees that the City will not withhold consent to reasonable requests for subordination of this Agreement for the benefit of lenders providing financing for the Project, provided that the instruments effecting such su bordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure rights. 4883-2407-0139 v2 3. OPERATION OF THE BMR UNITS 3.1 Sale to Low-Income Households. Each BMR Unit shall be sold to an Eligible Buyer at a sales price that will result in an Affordable Housing Cost to the homebuyer based on the homebuyer’s household Gross Income. The BMR Units shall be affordable to Eligible Buyers which (a) are Low Income Households and (b) meet all of the requirements set forth in this Agreement (“Eligible Buyer”). “Low-Income Household” means a household whose Gross Income does not exceed the qualifying limit for low income households for Marin County 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 the HCD pursuant to Section 50079.5 of the California Health and Safety Code, adjusted for Actual Household Size. The BMR Units shall be of a quality comparable to all the other for-sale units in the Project. This Section shall not be interpreted to require construction of BMR Units in a number greater than, except where rounded up to the nearest whole number, ten (10) percent of the total number of dwelling units constructed. 3.2 Affordable Sales Price; Buyer Selection . a. Affordable Sales Price. The sale price of each BMR Unit may not exceed the lesser of (i) the Affordable Sales Price applicable to the particular Eligible Buyer, and (ii) the fair market value of the BMR Unit as determined by a qualified third-party appraiser. The Affordable Sales Price calculation undertaken by Owner (1) shall ensure that Eligible Buyer not pay, on a monthly basis, more than 1/12th of thirty (30) percent of the qualifying limit for low income households for Marin County 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 the HCD pursuant to Section 50079.5 of the California Health and Safety Code, adjusted for Actual Household Size, and (2) shall consider the interest rate and down payment requirements of all financing being utilized by Eligible Buyer that makes up part of the Affordable Housing Cost for the applicable BMR Unit. b. Calculation. No less than ninety (90) days prior to offering a BMR Unit for sale, Owner shall provide City with written notice of its calculation of the Affordable Sales Price for such BMR Unit, as calculated in accordance with this Agreement, for City’s review and approval based on the requirements of this Agreement. Within twenty (40) days of City’s receipt of Owner’s calculation of the Affordable Sales Price, accompanied by all applicable financing information for each BMR Unit, including without limitation, all financing provided by Owner and all “silent” mortgages that require no debt service payments, City shall provide Owner with its approval or rejection of the Affordable Sales Price. If City or Owner requests, City and Owner shall meet and confer in good faith if City disagrees with Owner’s calculation of the Affordable Sales Price. c. Income Verification. Prior to entering into a contract to sell each BMR Unit, Owner shall provide a certification to City attesting to the prospective buyer’s Gross Income and status as an Eligible Buyer. In connection with such certification, prospective buyers shall be required to provide written 4883-2407-0139 v2 certification of household income, including without limitation such documents as income tax returns for the previous calendar year, W-2 statements, and pay stubs. d. Use of Qualified Brokers and Lenders . Owner hereby represents to City that it shall independently conduct the sales and marketing functions for the sale and re-sale of each BMR Unit in accordance with the terms and conditions of this Agreement and at no additional cost to City. Notwithstanding the foregoing, if Owner uses a third-party broker or lender in marketing the BMR Units for the initial sale or a subsequent sale, Owner agrees to use a realtor or broker that has experience in marketing below market-rate units that require homebuyers to meet income qualifications and that require recordation of Resale Restriction Agreements limiting appreciation on future sales, and agrees to use a realtor or broker that is on City’s approved list of realtors/brokers with such experience, if City maintains such a list. In addition, Owner agrees that the purchase of BMR Units will be financed by lenders that are familiar with affordable housing programs that impose resale price restrictions, and agrees to work with lenders listed on the City’s approved list of lenders with such experience if City maintains such a list. 3.3 Term. Th is Agreement shall remain effective and fully binding for the full term hereof regardless of any sale, assignment, transfer or conveyance of the Property or the Project or any part thereof or interest therein; provided however, that upon initial sale of each BMR Unit to an Eligible Buyer and recordation of a fully executed Resale Restriction Agreement, such BMR Unit shall be released from this Agreement, and Owner’s obligations under this Agreement with respect to each such BMR Unit shall terminate unless otherwise provided for herein. 3.4 Third Party Purchasers. The execution and delivery of this Agreement shall not be deemed to be for the benefit of the third party purchasers of a BMR Unit or any other third party and any and all obligations and responsibilities of Owner under this Agreement are to City for whose benefit this Agreement has been entered into. No third party purchaser of a BMR Unit, homeowners’ association or any other third party shall obtain any rights or standing to complain that a BMR Unit was not constructed, designed, sold or conveyed in accordance with this Agreement, the BMR Ordinance and/or the Guidelines as a result of this Agreement. Furthermore, the acceptance of this Agreement by City, the acceptance of the interior specifications for a BMR Unit, and the conveyance of a BMR Unit to an Eligible Buyer shall conclusively indicate that Owner has complied with this Agreement, the BMR Ordinance and the Guidelines. 3.5 Conditions of Transfer. For purposes of this Agreement, “transfer” shall mean any voluntary or involuntary sale, assignment or transfer of ownership or any interest in a BMR Unit, including, but not limited to, a fee simple interest, joint tenancy interest, or life estate. A “transfer” shall also include any assignment or transfer of ownership or any interest in a BMR Unit into or out of trust and shall include the recording of one or more deeds of trust against a BMR Unit to secure one or more loans or to refinance an existing loan. There shall be no transfer of a BMR Unit to any person or entity, except with the express written consent of Owner and City or its designee, which consent shall be consistent with the terms of this Agreement and City’s goal of creating, preserving, maintaining and protecting housing in San Rafael for persons of low-income. Any 4883-2407-0139 v2 transfer of a BMR Unit shall be subject to the conditions set forth in this Agreement. Nothing in this Agreement shall prohibit the sale and/or purchase of a BMR Unit to an Eligible Buyer if the City fails to make a determination of household eligibility within the time limits set forth in section 3.2(b) of this Agreement. 3.6 Prohibited Transfer/Default. Any transfer which is not in substantial compliance with the above conditions shall be deemed a “Prohibited Transfer”. Upon receipt of any evidence of a Prohibited Transfer or any other violation of the terms of this Agreement, City shall give written notice to Owner specifying the nature of the violation. If the violation is not corrected to the satisfaction of City within ten (10) business days after the date of the notice, or within such further time as City reasonably determines is necessary to correct the violation, City may declare a default under this Agreement. Upon the declaration of a default, City may apply to a court of competent jurisdiction for specific performance of the Agreement, for an injunction prohibiting a proposed sale or transfer in violation of this Agreement, for a declaration that the Prohibited Transfer is void, or for any such other relief as may be appropriate under the circumstances. Owner shall reimburse City for all reasonable City costs, including but not limited to attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten (10) business days following City’s delivery to Owner of an invoice detailing such costs. 3.7 Owner Occupancy. Prospective purchasers of a BMR Unit must sign a written statement acknowledging their agreement that the BMR Unit must be occupied as the purchaser’s principal residence and that the BMR Unit may not be rented or leased (including short team leases, such as through Airbnb or comparable rental platform), except as allowed under the Resale Restriction Agreement. Further, each purchaser of a BMR Unit must annually sign a written statement certifying compliance with the foregoing requirements. 3.8 Senior Lien Holder. Any attempt to transfer title or any interest therein in violation of these covenants shall be void, provided, however, that any deed restrictions herein shall be subordinate to any mortgage (“First Deed of Trust”) held by a Senior Lien Holder and/or a federally or state chartered bank or savings and loan association qualified to do business in the State of California which mortgage was obtained at the time owner purchased the BMR Unit (“Senior Lien Holder”). City and Owner acknowledge and agree that this Agreement is subject and subordinate in all respects to the liens, terms, covenants and conditions of the First Deed of Trust and to all advances heretofore made or which may hereafter be made pursuant to the First Deed of Trust held by a Senior Lien Holder including all sums advanced for the purpose of (a) protecting or further securing the lien of the First Deed of Trust, curing defaults by Owner under the First Deed of Trust or for any other purpose expressly permitted by the First Deed of Trust, or (b) constructing, renovating, repairing, furnishing, fixturing or equipping a BMR Unit. The terms and provisions of the First Deed of Trust are paramount and controlling, and they supersede any other terms and provisions hereof in conflict therewith. In the event of a foreclosure or deed in lieu of foreclosure of the First Deed of Trust, any provisions herein or any provisions in any other collateral agreement restricting the use of a BMR Unit to low-income households or otherwise restricting Owner’s ability to sell a BMR Unit shall have no further force or effect on subsequent owners or purchasers of the BMR Unit. Any person, including his or her successors or assigns (other than Owner or a related entity of Owner), receiving title to a BMR Unit through a foreclosure or deed in lieu of foreclosure of the First Deed of Trust shall receive title to that BMR Unit free and clear from such restrictions. Further, if the Senior Lien Holder acquires title 4883-2407-0139 v2 to a BMR Unit pursuant to a deed in lieu of foreclosure, the lien of this Agreement shall automatically terminate upon the Senior Lien Holder’s acquisition of title, provided that (i) City was given written notice of a default under the First Deed of Trust, (ii) City was given a reasonable period of time under the First Deed of Trust to cure the default, and (iii) City did not timely cure the default or diligently pursue a cure of the default as determined by the Senior Lien Holder, within the sixty (60) day period provided in such notice of default sent to City. Any and all deeds of trust recorded against a BMR Unit, other than the First Deed of Trust held by the Senior Lien Holder and/or such Senior Lien Holder’s successor or assignee of its interest, shall be subordinate and subject to the terms and provisions of this Agreement. 3.9 Resale Restriction Agreement. Each subsequent buyer of a BMR Unit (except City in connection with its exercise of the City Purchase Option) shall (a) execute and record a Below Market Rate Housing Agreement and Declaration of Restrictive Covenants substantially in the form of this Agreement (“Resale Restriction Agreement”), and (b) execute and record a Performance Deed of Trust (“Buyer Deed of Trust”), and with respect to the Buyer Deed of Trust, in a form and substance acceptable to City. The Resale Restriction Agreement and Buyer Deed of Trust must be recorded against that BMR Unit at the closing of the applicable purchase and sale of the BMR Unit. Among other things, the Resale Restriction Agreement shall provide that for a term in perpetuity, subsequent sales of a BMR Unit may only be made at no more than the then Affordable Sales Price (as determined by Owner and approved by City) to an Eligible Buyer that qualifies as a Low- Income Household, that the buyer must occupy the BMR Unit as its principal residence, that the BMR Unit may not be rented or leased except as allowed under the Resale Restriction Agreement, that the buyer may not make the BMR Unit available for short term rentals, and that the buyer is required to annually sign a written statement certifying compliance with all of the foregoing requirements. In connection with the sale of a BMR Unit, City may, in its discretion, require prospective buyers to (i) be pre-qualified by City or its designee, (ii) execute a disclosure agreement that expla ins the provisions of the Resale Restriction Agreement, and (iii) execute and record the Buyer Deed of Trust that secures performance under the Resale Restriction Agreement. Concurrently with the recordation of the first Resale Restriction Agreement and Buyer Deed of Trust applicable to a BMR Unit, City shall execute and cause to be recorded an instrument releasing and reconveying this Agreement with respect to such BMR Unit, so that the particular BMR Unit will no longer be encumbered by this Agreement. 4. OWNER AND CITY PURCHASE OPTIONS Owner hereby grants to City, or another governmental entity or tax -exempt nonprofit organization to whom City may assign the rights set forth in this Section 4 (“Assignee”), a first position right to purchase each for-sale or condominium BMR Unit solely for rental or resale as a BMR unit (“City Purchase Option”). No less than one hundred eighty (180) days prior to the date Owner anticipates the BMR Unit being ready for a building inspection, Owner shall deliver written notice thereof to City, and City or its Assignee shall have the right to exercise the City Purchase Option with respect to any or all BMR Units (“Option Exercise Period”) for ninety (90) days from the date of such notice. Owner’s notice shall be sent by certified mail through the United States Postal Service (“USPS”) to the Community Development Director and City Clerk, City of San Rafael, 1400 Fifth Street, San Rafael, CA 94901. If City does not deliver written notice to Owner of City’s decision to exercise its option to purchase all or some of the BMR Units prior to the expiration of the Option Exercise Period, Owner may sell the other BMR Units to Eligible Purchasers at a pur chase price up to or equal to the Affordable Sales Price in accordance with the requirements of this Agreement, including those set forth in Section 3.5 requiring that City consent to and approve any such sale of a BMR Unit to Eligible Purchasers . City may, in its sole 4883-2407-0139 v2 discretion, assign the City Purchase Option to an Eligible Buyer, as described in the BMR Ordinance and Guidelines; City reserves the right to reassign the City Purchase Option to another Eligible Buyer(s) in the event the initial or any subsequent Eligibl e Buyer fails or is unable to complete a purchase and sale transaction and in such event, applicable timelines and deadlines shall be extended. The City may market the BMR Unit(s) for rental or sale and may retain a realtor or comparable service to locate Eligible Buyers who are Low Income Households. 4.1 Acceptance. Exercise of the City Purchase Option by City or its Assignee shall be in writing, shall state the BMR Unit(s) that City elects to purchase, the Affordable Sales Price for each BMR Unit being purchased (as calculated by City in accordance with this Agreement) and shall state if the option is being exercised on behalf of City or its Assignee. The notice shall be sent via certified mail through USPS to the address of Owner stated in Owner’s notice to City. The BMR Unit(s) shall be sold to City, its Assignee or an Eligible Buyer in “salable condition” as defined in this section, following an inspection by City, its Assignee or an Eligible Buyer, as described in the Guidelines. Owner’s notice to City described in Section 4 shall be deemed an offer to sell and City’s acceptance of Owner’s offer shall be deemed an acceptance of such offer and shall collectively constitute a legally binding contract to transfer title to the BMR Unit(s) from Owner to City or its Assignee that may not be withdrawn without the written consent of City or its Assignee, as applicable. “Salable condition” means the unit meets standards that make it marketable, including but not limited to standards related to the quality, general appearance, condition, and functionality of all: flooring; painted surfaces; plumbing, heating, and electrical systems; fixtures; appliances; doors; windows; walkways; patios; roofing; grading; and landscaping. 4.2 Escrow. Within five (5) days of City’s or Assignee’s acceptance of the offer and full execution by City, its Assignee or Eligible Buyer and Owner of a purchase and sale agreement consistent with the Guidelines and otherwise acceptable to City, an escrow account sh all be opened by City or its Assignee at a title company selected by City. Closing shall occur within sixty (60) days of opening escrow. At closing, the title insurance company shall issue to City, its Assignee or Eligible Buyer a CLTA owner’s title insurance policy for the BMR Unit(s) being purchased, in a form reasonably approved by City and subject only to such title exceptions as reasonably approved by City. Taxes and assessments shall be prorated as of the date of closing. Taxes must be paid current as of the closing date and all liens must be satisfied and removed from title unless City expressly agrees otherwise in writing. City, its Assignee or Eligible Buyer shall pay the cost of the title insurance. The title company shall utilize the form of escrow agreement customarily used for residential transactions with San Rafael, modified to the extent necessary to conform to the transaction and otherwise acceptable to City. If a BMR Unit is sold to an Eligible Buyer, then prior to closing, City and Eligible Buyer shall deliver into escrow an executed Resale Restriction Agreement and Buyer Deed of Trust; the Resale Restriction Agreement and Buyer Deed of Trust shall be recorded at closing. The Eligible Buyer must also certify at closing that he or she will occupy the BMR Unit as his or her primary residence (i.e., his/her/their principal or main home that he/she/they lives in for a minimum of ten (10) months of each twelve (12) month period). At closing, Owner shall convey title to City, Assig nee or Eligible Buyer by grant deed and otherwise in conformance with this Agreement. 5. ADVANCES BY CITY In the event City advances any amounts for the payment of mortgages, including the curing of defaults on senior liens and redeeming a BMR Unit prior to a lien sale, taxes, assessments, insurance 4883-2407-0139 v2 premiums, homeowner’s fees and/or associated late fees, costs, interest, attorneys’ fees, pest inspections, resale inspections, damages or costs related to bringing the unit up to a salable condition, as defined in Section 4.1, and other expenses related to a BMR Unit, which Owner has failed to pay or has permitted to become delinquent, City shall be entitled to a lien against that BMR Unit in the amount of all costs and expenses incurred by City. 6. DEFAULT AND REMEDIES 6.1 Events of Default. The following shall constitute an “Event of Default” by Owner under this Agreement: there shall be a material breach of any condition, covenant, warranty, promise or representation contained in this Agreement and such breach shall continue for a period of thirty (30) days after written notice thereof to the Owner without the Owner curing such breach, or if such breach cannot reasonably be cured within such 30 day period, commencing the cure of such breach within such 30 day period and thereafter diligently proceeding to cure such breach; provided, however, that if a different period or notice requirement is specified for any particular breach under any other paragraph of Section 4 of this Agreement, the specific provision shall control. 6.2 Remedies. The occurrence of any Event of Default under Section 6.1 shall give the City the right to proceed with an action in equity to require the Owner to specifically perform its obligations and covenants under this Agreement or to enjoin acts or things which may be unlawful or in violation of the provisions of this Agreement, and the right to terminate this Agreement. 6.3 Obligations Personal to Owner. The liability of Owner under this Agreement to any person or entity is limited to Owner’s interest in the Project, and the City and any other such persons and entities shall look exclusively thereto for the satisfaction of obligations arising out of this Agreement or any other agreement securing the obligations of Owner under this Agreement. From and after the date of this Agreement, no deficiency or other personal judgment, nor any order or decree of specific performance (other than pertaining to this Agreement, any agreement pertaining to any Project or any other agreement securing Owner’s obligations under this Agreement), shall be rendered against Owner, the assets of Owner (other than Owner’s interest in the Project), its partners, members, successors, transferees or assigns and each of their respective officers, directors, employees, partners, agents, heirs and personal representatives, as the case may be, in any action or proceeding arising out of this Agreement or any agreement securing the obligations of Owner under this Agreement, or any judgment, order or decree rendered pursuant to any such action or proceeding. No subsequent Owner of the Project shall be liable or obligated for the breach or default of any obligations of Owner under this Agreement on the part of any prior Owner. Such obligations are personal to the person who was the Owner at the time the default or breach was alleged to have occurred and such person shall remain liable for any and all damages occasioned thereby even after such person ceases to be the Owner. Each Owner shall comply with and be fully liable for all obligations of the Owner hereunder during its period of ownership of the Project. 6.4 Force Majeure. Subject to the party’s compliance with the notice requirements as 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 or defaults are due to causes beyond the control and without the fault of the party claiming an extension of time to perform, which may include, without limitation, the following: war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, assaults, acts of God, acts of the 4883-2407-0139 v2 public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, acts or omissions of the other party, or acts or failures to act of any public or governmental entity (except that the City’s acts or failure to act shall not excuse performance of the City hereunder). An extension of the 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, if notice by the party claiming such extension is sent to the other party within 30 days of the commencement of the cause. 6.5 Attorneys’ Fees. In addition to any other remedies provided hereunder or available pursuant to law, if either party brings an action or proceeding to enforce, protect or establish any right or remedy hereunder, the prevailing party shall be entitled to recover from the other party its costs of suit and reasonable attorneys' fees. This Section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute. 6.6 Remedies Cumulative. No right, power, or remedy given by the terms of this 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 given by the terms of any such instrument, or by any statute or otherwise. 6.7 Waiver of Terms and Conditions. The City may, in its sole discretion, waive in writing any of the terms and conditions of this Agreement. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. 6.8 Non-Liability of City Officials and Employees. No member, official, employee or agent of the City shall be personally liable to Owner or any occupant of any BMR Unit, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Owner or its successors, or on any obligations under the terms of this Agreement. 6.9 Cure Rights. Notwithstanding anything to the contrary contained herein, City hereby agrees that any cure of any default made or tendered by (i) Owner’s limited partner, or (ii) Owner’s senior mortgage lender, shall be deemed to be a cure by Owner and shall be accepted or rejected on the same basis as if made or tendered by Owner. 7. GENERAL PROVISIONS 7.1 Guidelines. This Agreement incorporates by reference the Guidelines as of the date of this Agreement and any applicable successor sections as the Guidelines may be amended from time to time. In the event of any conflict or ambiguity between this Agreement, the requirements of state and federal fair housing laws and the Guidelines, the terms and conditions of this Agreement and the requirements of state and federal fair housing laws shall control. 7.2 Time. Time is of the essence in this Agreement. 7.3 Notices. Unless otherwise indicated in this Agreement, any notice requirement set forth herein shall be deemed to be satisfied three days after mailing of the notice first-class United States certified mail, postage prepaid, or at the time of personal delivery, addressed to the 4883-2407-0139 v2 appropriate party as follows: Owner: Attention: Email: [ ] City : City of San Rafael 1400 Fifth Avenue San Rafael, California 94901 Attention: City Clerk With a Copy to: Nira Doherty Burke Williams & Sorensen, LLP 181 Third Street San Rafael, California 94901 Such addresses may be changed by notice to the other party given in the same manner as provided above. 7.4 Successors and Assigns. This Agreement constitutes a covenant and legal restriction on the Property and shall run with the land, provided the Project remains on the Property, and all of the terms, covenants and conditions of this Agreement shall be binding upon Owner and the permitted successors and assigns of Owner. 7.5 Intended Beneficiaries. The City is the intended beneficiary of this Agreement and shall have the sole and exclusive power to enforce this Agreement. It is intended that the City may enforce this Agreement in order to, satisfy its obligations to improve, increase and preserve affordable housing within the City, as required by the Guidelines, and to provide that a certain percentage of new housing is made available at affordable housing cost to persons and families of very low, low and moderate incomes as required by the Guidelines. No other person or persons, other than the City and Owner and their assigns and successors, shall have any right of action hereon. 7.6 Partial Invalidity. If any provision of this Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. 7.7 Governing Law. This Agreement and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. The venue for any action shall be the County of Marin. 7.8 Amendment. This Agreement may not be changed orally, but only by agreement in writing signed by Owner and the City. 4883-2407-0139 v2 7.9 Approvals. Where an approval or submission is required under this Agreement, such approval or submission shall be valid for purposes of this Agreement only if made in writing. Where this Agreement requires an approval or consent of the City, such approval shall not be unreasonably withheld and may be given on behalf of the City by the City Manager or his or her designee. The City Manager or his or her designee is hereby authorized to take such actions as may be necessary or appropriate to implement this Agreement, including without limitation th e execution of such documents or agreements as may be contemplated by this Agreement, and amendments which do not substantially change the uses or restrictions hereunder, or substantially add to the costs of the City hereunder. 7.10 Indemnification. To the greatest extent permitted by law, Owner shall indemnify, defend (with counsel reasonably approved by City) and hold the City, its heirs, successors and assigns (the “Indemnitees”) harmless from and against any and all demands. losses, claims, costs and expenses, and any other liability whatsoever, including without limitation, reasonable accountants’ and attorneys’ fees, charges and expense (collectively, “Claims”) arising directly or indirectly, in whole or in part, as a result of or in connection with Owner’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. Owner’s indemnification obligations under this Section 7.10 shall not extend to Claims to the extent resulting from the gross negligence or willful misconduct of Indemnitees. The provisions of this Section 7.10 shall survive the expiration or earlier termination of this Agreement, but only as to claims arising from events occurring during the Affordability Period 7.11 Insurance Coverage. Throughout the Affordability Period, Owner shall comply with the insurance requirements set forth in Exhibit C, attached hereto and incorporated herein by this reference, and shall, at Owner’s expense, maintain in full force and effect insurance coverage as specified in Exhibit C. 7.12 Recovery of City Costs. Owner shall reimburse City for all reasonable City costs, including but not limited to reasonable attorneys’ fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer under this Agreement and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee within ten (10) days following City’s delivery to Owner of an invoice detailing such costs. 7.13 Satisfaction of Project Wide Affordable Housing Agreement Requirements . The City hereby acknowledges and agrees that Owner’s execution and delivery of this Agreement and the performance of Owner’s obligations herein, satisfies Project Wide Developer’s obligation to execute and record a Below Market Rate Housing Agreement and Declaration of Restrictive Covenants against the Property as set forth in Section 5 of the Project Wide Affordable Housing Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth above. SIGNATURES ON FOLLOWING PAGE(S). 4883-2407-0139 v2 OWNER: [ ], a [ ] By: Its: CITY: CITY OF SAN RAFAEL, a California municipal corporation By: City Manager ATTEST: By: City Clerk List of Exhibits: Exhibit A: Property Description Exhibit B: Allocation of the BMR Units Exhibit C: Insurance Requirements Exhibit A Property Description 4883-2407-0139 v2 Exhibit B Allocation of BMR Units in the Project Development Parcel Housing Type Low-Income Units Residential 1 Townhomes or Condominiums 4 Low- Income 1 one-bed 1 two-bed 1 three-bed 1 four-bed Residential 2 Townhomes or Condominiums 10 Low- Income 1 one-bed 4 two-bed 3 three-bed 2 four-bed 4883-2407-0139 v2 Exhibit C Insurance Requirements Prior to initiating work on the Project and continuing throughout the Affordability Period, Owner shall obtain and maintain the following policies of insurance and shall comply with all provisions set forth in this Exhibit. 1. General Requirements. Owner shall procure and maintain the following insurance providing coverage against claims for injuries to persons or damages to property that may arise from or in connection with the Project, construction, management, or operation of the Property by the Owner or the Owner’s agents, representatives, employees and contractors, or subcontractors, including the following: (a) Commercial General Liability: The Owner and all contractors working on behalf of Owner on the Property shall maintain a commercial general liability policy in an occurrence policy for protection against all claims arising from injury to person or persons not in the employ of the Owner and against all claims resulting from damage to any property due to any act or omission of the Owner, its agents, or employees in the conduct or operation of the work or the execution of this Agreement. Such insurance shall include products and completed operations liability, blanket contractual liability, personal injury liability, and broad form property damage coverage. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage. (b) Commercial Automobile Liability: The Owner and all contractors working on behalf of Owner on the Property shall maintain insurance for protection against all claims arising from the use of vehicles, owned, hired, non-owned, or any other vehicle in connection with the Project, construction, operation or management of the Property. Such insurance shall cover the use of automobiles and trucks on and off the site of the Property. Coverage shall be at least as broad as Insurance Services Office covering Commercial Automobile Liability, any auto, owned, non-owned and hired auto. (c) Workers' Compensation Insurance : The Owner (and the general partners thereof) shall furnish or cause to be furnished to City evidence satisfactory to City that Owner (and the general partners thereof), and any contractor with whom Owner has contracted for the performance of work on the Property or otherwise pursuant to this Agreement, shall maintain Workers' Compensation Insurance as required by the State of California and Employer’s Liability Insurance. (d) Builder’s Risk: Upon commencement of any construction work on the Property, Owner and all contractors working on behalf of Owner shall maintain a policy of builder's all-risk insurance in an amount not less than the full insurable cost of the Project on a replacement cost basis naming City as loss payee as its interests may appear. (e) Professional Liability/Errors and Omissions: Owner shall require any architects, engineers, and general contractors working on the Property to maintain Professional Liability/Errors and Omissions insurance with limits not less than Two Million Dollars ($2,000,000) each claim. Certificates evidencing this coverage must reference both the Owner and the Indemnitees. If the professional liability/errors and omissions insurance is written on a 4883-2407-0139 v2 claims made form: (i) the retroactive date must be shown and must be before the Effective Date, (ii) insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of Project construction, and (iii) if coverage is cancelled or non -renewed and not replaced with another claims made policy form with a retroactive date prior to the Effective Date, Owner must purchase, or require the provision of, extended period coverage for a minimum of three (3) years after completion of construction. (f) Property: Owner shall maintain property insurance covering all risks of loss, including earthquake and flood (if required) for 100% of the replacement value of the Project with deductible, if any, in an amount acceptable to City, naming City as loss payee as its interests may appear. 2. Minimum Limits; Adjustments. Insurance shall be maintained with limits no less than the following: (a) Commercial General Liability and Property Damage: $2,000,000 per occurrence and $5,000,000 annual aggregate for bodily injury, personal injury and property damage; provided however, with City’s advance written approval, subcontractors may maintain liability coverage with limits not less than $1,000,000 per occurrence, $2,000,000 annual aggregate. (b) Products and Completed Operations: $3,000,000 per occurrence/aggregate. (c) Commercial Automobile Liability: $2,000,000 combined single limit. (d) Employer’s Liability: Bodily Injury by Accident - $1,000,000 each accident. Bodily Injury by Disease - $1,000,000 policy limit. Bodily Injury by Disease - $1,000,000 each employee. (e) Professional Liability/Errors and Omissions : $2,000,000 per occurrence or claim. If the policy provides coverage on a claims-made basis, the retroactive date must be shown and must be before the date of the Agreement or the beginning of the contract work. Coverage limits, and if necessary, the terms and conditions of insurance, shall be reasonably adjusted from time to time (not less than every five (5) years after the Effective Date nor more than once in every three (3) year period) to address changes in circumstance, including, but not limited to, changes in inflation and the litigation climate in California. City shall give written notice to Owner of any such adjustments, and Owner shall provide City with amended or new insurance certificates or endorsements evidencing compliance with such adjustments within thirty (30) days following receipt of such notice. 3. Deductibles and Self-Insured Retention. Any deductibles or self-insured retention must be 4883-2407-0139 v2 declared to, and approved by, the City. Payment of all deductibles and self-insured retentions will be the responsibility of Owner. If the City determines that such deductibles or retentions are unreasonably high, either the insurer shall reduce or eliminate such deductibles or self -insurance retentions as respects the Indemnitees or Owner shall procure a bond guaranteeing payment of losses and related investigations, claims administration and defense. 4. Additional Requirements. The required general liability and automobile policies shall contain, or be endorsed to contain, the following provisions: (a) The Indemnitees are to be covered as Additional Insureds as respects: liability arising out of activities performed by or on behalf of the Owner; products and completed operations of the Owner; premises owned, occupied or used by the Owner; or automobiles owned, leased, hired or borrowed by the Owner. The coverage shall contain no special limitations on the scope of protection afforded to the Indemnitees. Additional insured endorsements for the general liability coverage shall use Insurance Services Office (ISO) Form No. CG 20 09 11 85 or CG 20 10 11 85, or equivalent, including (if used together) CG 2010 10 01 and CG 2037 10 01; but shall not use the following forms: CG 20 10 10 93 or 03 94. (b) All insurance shall be primary insurance as respects the Indemnitees. Any insurance or self-insurance maintained by the Indemnitees shall be excess of the Owner’s/contractor’s insurance and shall not contribute with it. (c) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the Indemnitees. (d) The Owner’s insurance shall apply separately to each insured against whom claim is made or suit is brought except, with respect to the limits of the insurer’s liability. (e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City. (f) If any insurance policy or coverage required hereunder is canceled or reduced, Owner shall, within five (5) days after receipt of notice of such cancellation or reduction in coverage, but in no event later than the effective date of cancellation or reduction, file with City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Upon failure to so file such certificate, City may, without further notice and at its option, procure such insurance coverage at Owner’s expense, and Owner shall promptly reimburse City for such expense upon receipt of billing from City. (g) Owner agrees to waive subrogation rights for commercial general liability, automobile liability and worker’s compensation against Indemnitees regardless of the applicability of any insurance proceeds, and to require all contractors, subcontractors or others involved in any way with any construction on the Property to do likewise. Each insurance policy shall contain a waiver of subrogation for the benefit of City. If any required insurance is provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs are included in such annual aggregate limit, such annual aggregate limit shall be three times the applicable occurrence limits specified above. 4883-2407-0139 v2 (h) It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirement and/or limits shall be available to the additional insured. Furthermore, the requirement for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. For all liability insurance required by this Agreement, Owner (and Owner’s contractors, as applicable) shall obtain endorsements that name the Indemnitees as additional insured in the full amount of all applicable policies, notwithstanding any lesser minimum limits specified in this Agreement. This Agreement requires Owner (and Owner’s contractors, as applicable) to obtain and provide for the benefit of the Indemnitees, additional insured coverage in the same amount of insurance carried by Owner (or Owner’s contractors, as applicable), but in no event less than the min imum amounts specified in this Agreement. In the event that Owner (or Owner’s contractors as applicable) obtains insurance policies that provide liability coverage in excess of the amounts specified in this Agreement, the actual limits provided by such policies shall be deemed to be the amounts required under this Agreement. Without limiting the foregoing, the limits of liability coverage specified in this Agreement are not intended, nor shall they operate, to limit City’s ability to recover amounts in excess of the minimum amounts specified in this Agreement. (i) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. 5. Acceptability of Insurers. Companies writing the insurance required hereunder shall be licensed to do business in the State of California. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII. 6. Verification of Coverage. Prior to the Effective Date of this Agreement, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraphs (a), (b), (c), and (e) of Section 1 above, duly executed endorsements evidencing the Indemnitees’ status as additional insured, and all other endorsements and coverage required hereunder pertaining to such coverage. Prior to commencement of any construction work on the Property, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraphs (d) and (g) of Section 1 above. Prior to City’s issuance of a final certificate of occupancy or equivalent for the Project, Owner shall furnish City with certificates of insurance in form acceptable to City evidencing the insurance coverage required under paragraph (f) of Section 1 above. Owner shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. 7. Insurance Certificates and Endorsements. Owner shall submit to the City all of the necessary insurance documents, including the applicable amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of required Owner policies listing all required policy endorsements to the City. Insurance Certificates and Endorsements are to be received and approved by the City within the time periods specified in Section 6 above. Should Owner cease to have insurance as required at any time, all work by Owner pursuant to this Agreement shall cease until insurance acceptable to the City is provided. Upon City’s request, Owner shall, within thirty (30) 4883-2407-0139 v2 days of the request, provide or arrange for the insurer to provide to City, complete certified copies of all insurance policies required under this Agreement. City’s failure to make such request shall not constitute a waiver of the right to require delivery of the policies in the future.