Folsom City Council
October 13, 2026

1 Agenda
City Council Regular Meeting
Folsom City Hall | City Council Chambers, First Floor
50 Natoma Street, Folsom, CA 95630
October 13, 2026, 6:30 PM
Welcome to Your City Council Meeting
We welcome your interest and involvement in the city’s legislative process. This agenda includes information about topics coming before the City Council and the action recommended by city staff. You can read about each topic in the staff reports, which are available on the city website and in the Office of the City Clerk. The City Clerk is also available to answer any questions you have about City Council meeting procedures.

Participation
If you would like to provide comments to the City Council, please:
 Fill out a blue speaker request form, located at the back table.  Submit the form to the City Clerk before the item begins.  When it’s your turn, the City Clerk will call your name and invite you to the podium.  Speakers generally have three minutes, unless the presiding officer (usually the mayor) changes that time.

Reasonable Accommodations
In compliance with the Americans with Disabilities Act, if you are a person with a disability and you need a disability-related modification or accommodation to participate in this meeting, please contact the City Clerk’s Office at (916) 461-6035, (916) 355-7328 (fax) or [email protected]. Requests must be made as early as possible and at least two full business days before the start of the meeting.

How to Watch
The City of Folsom provides three ways to watch a City Council meeting:

In Person Online On TV
City Council meetings take place at
City Hall, 50 Natoma Street
Watch the livestream and replay past
meetings on the city website,
www.folsom.ca.us
Watch live and replays of meetings on
Sac Metro Cable TV, Channel 14
More information about City Council meetings is available at the end of this agenda

2 City Council Regular Meeting
Folsom City Hall | City Council Chambers, First Floor
50 Natoma Street, Folsom, CA 95630
www.folsom.ca.us
Tuesday, October 13, 2026 6:30 PM
Justin Raithel, Mayor
Sarah Aquino, Councilmember Barbara Leary, Councilmember Mike Kozlowski, Councilmember Anna Rohrbough, Vice Mayor AGENDA
Remote Participation via Zoom (Audio Only):

Telephone: (669) 254 5252 Online: zoomgov.com/join
Meeting ID: 165 368 8594 Meeting Passcode: 1946

CALL TO ORDER
ROLL CALL: Councilmembers: Rohrbough, Aquino, Kozlowski, Leary, Raithel The City Council has adopted a policy that no new item will begin after 10:30 p.m. Therefore, if you are here for an item that has not been heard by 10:30 p.m., you may leave, as the item will be continued to a future Council meeting.

PLEDGE OF ALLEGIANCE

AGENDA UPDATE
BUSINESS FROM THE FLOOR:

Members of the public may address the City Council concerning any item within the Folsom City Council's jurisdiction. Public comments are generally limited to no more than three minutes. Except for certain specific exceptions, the City Council is prohibited from discussing or taking action on any item not appearing on the posted agenda.

In person speakers: please fill out a blue speaker request form located at the back table and submit the form to the City Clerk before the item begins.

Remote speakers: Use Zoom's "Raise Hand" feature (*9 via phone) once the Council begins discussion of the item you wish to comment on. When called on, you'll be asked to unmute (*6 via phone).

3 CONSENT CALENDAR:

Items appearing on the Consent Calendar are considered routine and may be approved by one motion.

Councilmembers may pull an item for discussion.

1. Approval of the September 8, 2026 City Council Special and Regular Meeting Minutes

2. Approval of the September 22, 2026 City Council Regular Meeting Minutes

3. Resolution No. 11728 – A Resolution Approving the Historic District Commission’s Recommendation to Determine that the Granite House Modifications Project is Exempt from CEQA and Approving Design Review for that Project

4. Ordinance No. 1378 - An Uncodified Ordinance of the City of Folsom Approving the Second Amended and Restated Development Agreement by and Between the City of Folsom and Folsom Railroad Block Developers, LLC Relative to the Historic Folsom Station (Second Reading and Adoption)

5. Ordinance No. 1379 – An Uncodified Ordinance Levying Special Taxes for the Fiscal Year 2026- 27 and Following Fiscal Years Solely within and Relating to the City of Folsom Community Facilities District No. 22A (Folsom Heights) (Second Reading and Adoption)

6. Resolution No. 11725- A Resolution Authorizing the City Manager to Accept a Selective Traffic Enforcement Program (STEP) Grant offered by the State of California Office of Traffic Safety (OTS) in the amount of $110,000, to Reduce and Mitigate the Impacts of Impaired Driving, Distracted Driving, Seat Belt Enforcement and Training, and Appropriation of Funds in the General Grant Fund (Fund 012)

7. Resolution No. 11727 – A Resolution Authorizing the City Manager to Execute Amendment No. 2 to the Agreement (Contract No. 046-21 23-018) with Lhoist North America of Arizona, Inc. for $90,000 from the Water Operating Fund (Fund 520) for the Supply of Hydrated Lime for the Water Treatment Plant and Approval of the Associated Waiver of Bid PUBLIC HEARING:

8. Resolution No. 11729 – A Resolution to Adopt and Approve the Nexus Study for the Folsom Plan Area Specific Plan Public Facilities Fee Update (Continued to December 8, 2026) NEW BUSINESS:

9. Resolution No. 11715 – A Resolution Authorizing the City Manager to Execute a Consultant and Professional Services Agreement with Mintier Harnish for $248,372 funded from the General Fund (Fund 010) to Complete the Folsom Zoning Code Update Project

10. Resolution No. 11724 – A Resolution Approving a Credit of Development Agreement Fees and Certain Legal Fees Charged for the Second Amended and Restated Development Agreement for the Historic Folsom Station, and a Partial Credit for Building Permit Fees for the Granite House Project

11. Resolution No. 11726 - A Resolution Initiating Proceedings for the Formation of a Landscaping and Lighting Assessment District to be Known as the Briggs Ranch Maintenance Assessment District No. 2026-1 and Ordering the Formation of an Engineer's Report

4 12. Resolution No. 11730 - A Resolution Ratifying the Execution of an Emergency Repair Contract with Central Valley Engineering Asphalt Inc. in an amount Not to Exceed $364,011, an On-Call Construction Management Services Contract with Dewberry, Inc. in an amount Not to Exceed $8,872, and Appropriation of Funds from Gas Tax 2105 (Fund 247) in the amount of $372,883 for the White Rock Road Emergency Culvert Replacement Project

13. Resolution No. 11731- A Resolution Authorizing the City Manager to Execute a Construction Agreement with Arrow Drillers Inc. DBA Arrow Construction for the Parkway Neighborhood Crack Seal Project in the amount of $185,000, and Appropriation of Funds in the amount of $220,000 from the Road Maintenance and Rehabilitation Fund (Fund 235)

CITY MANAGER REPORTS

COUNCIL COMMENTS

ADJOURNMENT
NOTICE: Members of the public are entitled to directly address the City Council concerning any item that is described in the notice of this meeting, before or during consideration of that item. If you wish to address Council on an issue, which is on this agenda, please complete a blue speaker request card, and deliver it to a staff member at the table on the left side of the Council Chambers prior to discussion of the item. When your name is called, stand to be recognized by the Mayor and then proceed to the podium. If you wish to address the City Council on any other item of interest to the public, when the Mayor asks if there is any “Business from the Floor,” follow the same procedure described above. Please limit your comments to three minutes or less.

NOTICE REGARDING CHALLENGES TO DECISIONS: Pursuant to all applicable laws and regulations, including without limitation, California Government Code Section 65009 and or California Public Resources Code Section 21177, if you wish to challenge in court any of the above decisions (regarding planning, zoning and/or environmental decisions), you may be limited to raising only those issues you or someone else raised at the public hearing(s) described in this notice/agenda, or in written correspondence delivered to the City at, or prior to, the public hearing.

As presiding officer, the Mayor has the authority to preserve order at all City Council meetings, to remove or cause the removal of any person from any such meeting for disorderly conduct, or for making personal, impertinent, or slanderous remarks, using profanity, or becoming boisterous, threatening or personally abusive while addressing said Council, and to enforce the rules of the Council.

PERSONS INTERESTED IN PROPOSING AN ITEM FOR THE CITY COUNCIL AGENDA SHOULD CONTACT A MEMBER OF THE CITY COUNCIL.

This meeting of the City Council is recorded with closed captioning. The recording will be cablecast on Metro Cable Channel 14, the local government affairs channel on the Comcast and DirecTV U-Verse cable system, and will be shown in its entirety on the Friday and Saturday following the meeting, both at 9 a.m. The recording will also be video streamed at metro14live.saccounty.gov.The City does not control scheduling of this telecast and persons interested in watching the televised meeting should confirm this schedule with Metro Cable TV, Channel 14. The City of Folsom provides live and archived webcasts of regular City Council meetings. The webcasts can be found on the online services page of the City's website www.folsom.ca.us.

5 In compliance with the Americans with Disabilities Act, if you are a person with a disability and you need a disability-related modification or accommodation to participate in this meeting, please contact the City Clerk’s Office at (916) 461-6035, (916) 355-7328 (fax) or [email protected]. Requests must be made as early as possible and at least two full business days before the start of the meeting.

Any documents produced by the City and distributed to the City Council regarding any item on this agenda will be made available at the City Clerk’s Counter at City Hall located at 50 Natoma Street, Folsom, California and at the Folsom Public Library located at 411 Stafford Street, Folsom, California during normal business hours.

6 This page is intentionally left blank
to facilitate double-sided printing
and minimize paper use.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 1 City Council Special Meeting

MINUTES
Tuesday, September 8, 2026 6:00 PM

CALL TO ORDER
The special City Council meeting was called to order at 6:01 pm with Mayor Raithel presiding.

ROLL CALL:

Councilmembers Present: Barbara Leary, Councilmember
Sarah Aquino, Councilmember
Justin Raithel, Mayor
Councilmembers Absent: Michael Kozlowski, Councilmember Anna Rohrbough, Vice Mayor (arrived 6:02 pm)
ADJOURNMENT TO CLOSED SESSION FOR THE FOLLOWING PURPOSES:

1. Conference with Legal Counsel – Anticipated Litigation – Initiation of Litigation Pursuant to Government Code section 54956.9(d)(4): One Potential Case Motion by Councilmember Aquino, second by Mayor Raithel to adjourn to closed session. Motion passed by the following roll-call vote:

AYES: Leary, Rohrbough Aquino, Raithel
NOES: None
ABSENT: Kozlowski
ABSTAIN: None

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 2

RECONVENE
City Attorney Sari Dierking announced that no final action was taken during closed session.

ADJOURNMENT
There being no further business to come before the City Council, the meeting was adjourned at 6:32 pm.

SUBMITTED BY:
_______________________________
Christa Freemantle, City Clerk
ATTEST:
______________________________
Justin Raithel, Mayor

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 1 City Council Regular Meeting

MINUTES
Tuesday September 8, 2026 6:30 PM

CALL TO ORDER
The regular City Council meeting was called to order at 6:32 pm with Mayor Raithel presiding.

ROLL CALL:

Councilmembers Present: Michael Kozlowski, Councilmember Barbara Leary, Councilmember
Anna Rohrbough, Vice Mayor
Sarah Aquino, Councilmember
Justin Raithel, Mayor
Councilmembers Absent: None

PLEDGE OF ALLEGIANCE
The pledge of allegiance was recited.

AGENDA UPDATE
City Attorney Sari Dierking advised that there was a revised staff report transmittal for Item No. 15.

BUSINESS FROM THE FLOOR:

None
SCHEDULED PRESENTATION:

The following items were taken out of order:

2. Presentation of the 13th Annual Folsom Community Service Day Recreation and Community Services Manager Tom Hellmann and Chair of the Folsom Community Service Day Steering Committee Sandy Econome made a presentation.

1. Presentation of Spirit of Folsom Awards
Communications Director Christine Brainerd made a presentation, and the 2026 Spirit of Folsom Award Winners were presented as follows:

Brian Wallace, nominated by Mayor Justin Raithel

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 2 Friends of Folsom Parkways represented by Special Projects Director Glenn Hermanson, nominated by Vice Mayor Anna Rohrbough
Jim Snook, nominated by Councilmember Mike Kozlowski
Paul Romero, nominated by Councilmember Barbara Leary
Vijay Bhaskar Jonnalagadda, nominated by Councilmember Sarah Aquino CONSENT CALENDAR:

Items appearing on the Consent Calendar are considered routine and may be approved by one motion.

Councilmembers may pull an item for discussion.

3. Approval of the August 25, 2026 City Council Special and Regular Meeting Minutes

4. Nomination of the Joint Representative for the Cities of Folsom, Isleton, and Galt to the Sacramento Environmental Commission for a Three Year Term Ending August 2029

5. Resolution No. 11691 - A Resolution Approving a Policy for Remote Participation in City Council Meetings in Compliance with Senate Bill 707- pulled for discussion

6. Resolution No. 11694 – A Resolution Approving the Historic District Commission’s Recommendation for Approval of a Design Review and Density Bonus Application for the Sutter Lofts Project Located at 807 and 809 Sutter Street and Determination that the Project is Exempt from CEQA- pulled for discussion

7. Resolution No. 11695 – A Resolution Approving the Historic District Commission’s Recommendation for Approval of a Design Review for a New Custom Home Project Located at 315 Sutter Street and Determination that the Project is Exempt from CEQA

8. Resolution No. 11696 - A Resolution Authorizing the City Manager to Execute Amendment No. 2 to the Agreement (Contract No. 173-21 19-072) with Williams Scotsman, Inc. for $80,166.24 from the Solid Waste Operating Fund (Fund 540) for the Lease of a Modular building Occupied by the Waste and Recycling Division

9. Resolution No. 11698 - A Resolution Authorizing the City Manager to Execute a Professional Services Agreement with Pinnacle Project Management for Owner’s Representative Services for the Folsom Plan Area

10. Resolution No. 11702 - A Resolution Authorizing the City Manager to Execute an Agreement with Univar Solutions USA LLC for $410,000 from the Water Operating Fund (Fund 520) for the Supply of Sodium Hypochlorite for the Water Treatment Plant and $110,000 from the General Fund (Fund 010) for the Supply of Sodium Hypochlorite for the Steve Miklos Aquatic Center

11. Resolution No. 11703 - A Resolution Authorizing the City Manager to Execute a Reimbursement Agreement in an amount Not to Exceed $360,000 with Vintage at Folsom, LP, and Appropriation of Funds from Road Maintenance and Rehabilitation Fund (Fund 235)

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 3 in the amount of $360,000 for supplemental paving as part of the Vintage Senior Apartments Project

12. Resolution No. 11706 - A Resolution Authorizing the City Manager to Execute an Agreement with Affordable Quality Painting Inc. in the Amount of $200,000 for the City Hall Campus Exterior Painting Project and Add Alternates from the Facility Rehabilitation Fund (Fund 602)

13. Resolution No. 11707 – A Resolution Rescinding Resolution No. 8990 and Adopting a Revised Policy Governing the Receipt and Distribution of Tickets and/or Passes- pulled for discussion

14. Resolution No. 11708 - A Resolution Authorizing the Addition of One Permanent Full-Time Administrative Assistant to the City Attorney’s Office and Appropriation of Funds Motion by Councilmember Kozlowski second by Vice Mayor Rohrbough to approve Item Nos. 3- 4, 7-12, and 14 of the Consent Calendar. Motion passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
PULLED FOR DISCUSSION:

5. Resolution No. 11691 - A Resolution Approving a Policy for Remote Participation in City Council Meetings in Compliance with Senate Bill 707
This item was pulled at the request of Mayor Raithel, who suggested the Council ask speakers to identify themselves by name and state if they are Folsom residents. The City Council discussed the item further and City Attorney Sari Dierking provided additional information about in person and remote participation.

Motion by Mayor Raithel second by Vice Mayor Rohrbough to approve Resolution No. 11691 with addition to the policy to request (but not to require) that speakers identify whether they are a resident or not. Motion passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

6. Resolution No. 11694 – A Resolution Approving the Historic District Commission’s Recommendation for Approval of a Design Review and Density Bonus Application for the Sutter Lofts Project Located at 807 and 809 Sutter Street and Determination that the Project is Exempt from CEQA
This item was pulled for public comment.

The following individual addressed the council:

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 4 • Paul Kerfeld
Community Development Director Pam Johns responded to questions from the City Council. City Attorney Sari Dierking provided further information regarding the density bonus and Planning Manager Desmond Parrington gave additional information regarding parking.

Motion by Mayor Raithel second by Councilmember Leary to approve Resolution No. 11694.

Motion passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

13. Resolution No. 11707 – A Resolution Rescinding Resolution No. 8990 and Adopting a Revised Policy Governing the Receipt and Distribution of Tickets and/or Passes This item was pulled for public comment.

The following individual addressed the council:
• Chad Vander Veen
City Manager Bryan Whitemyer responded to questions from the City Council and City Attorney Sari Dierking provided additional information regarding the policy and FPPC Form 802.

Motion by Mayor Raithel second by Vice Mayor Rohrbough to approve Resolution No. 11707.

Motion passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
PUBLIC HEARING:

15. Ordinance No. 1374 – An Ordinance of the City of Folsom for the Repeal and Re-Enactment of Chapter 17.102 (Density Bonus) of the Folsom Municipal Code (Introduction and First Reading), and Determination that the Action is Not Subject to Environmental Review Under the California Environmental Quality Act (CEQA)
Housing Manager Stephanie Henry made a presentation and responded to questions from the City Council. City Attorney Sari Dierking provided additional information regarding the density bonus law and Community Development Director Pam Johns clarified further.

Hearing no requests to speak, the public hearing was opened and closed at 7:58 p.m.

Motion by Councilmember Aquino second by Councilmember Leary to introduce and conduct the first reading of Ordinance No. 1374 and determine that the action is not subject to environmental review under CEQA. Motion passed by the following roll-call vote:

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 5 AYES: Kozlowski, Leary, Rohrbough Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
OLD BUSINESS:

16. Castle Park Playground Renovation Project
i. Resolution No. 11699 - A Resolution Ratifying the City Manager’s Authorization to Execute a Contract Amendment with Leathers & Associates for the Castle Park Playground Renovation Project (PK2501) in the Amount of $19,537.20, for a New Total Contract Amount Not-to-Exceed $131,106.20, Funded by the Parks & Recreation Equipment/Capital Fund 609 and Appropriation of Funds
ii. Resolution No. 11700 - A Resolution Ratifying the City Manager’s Authorization to Execute Construction Contract Change Orders 1-6 with KYA for the Castle Park Playground Renovation Project (PK2501) in the Amount of $56,300, and Authorizing the City Manager to Execute Construction Contract Change Order No. 7 with KYA for the Castle Park Playground Renovation Project (PK2501) in the Amount of $36,960, for a New Total Contract Amount Not-to-Exceed $401,569.00, Funded by the Parks & Recreation Equipment/Capital Fund 609 and Appropriation of Funds
iii. Resolution No. 11701 - A Resolution Authorizing an Appropriation of $68,409 in Donation Revenue and an Additional Appropriation of $37,875.80 from the Parks & Recreation Equipment/Capital Fund (Fund 609), for a Total Appropriation of $106,284.80 for Project Support Costs for the Castle Park Playground Renovation Project (PK2501) Parks and Recreation Park Planning Manager Brad Neslon made a presentation and responded to questions from the City Council. City Manager Bryan Whitemyer provided additional information.

Motion by Councilmember Kozlowski second by Vice Mayor Rohrbough to approve Resolution No. 11699. Motion passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
Motion by Vice Mayor Rohrbough second by Councilmember Kozlowski to approve Resolution No. 11700. Motion passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 6 Motion by Councilmember Kozlowski second by Vice Mayor Rohrbough to approve Resolution No. 11701 with the modification to the two values to read appropriation of $88,409 in donation revenue and additional appropriation of $17,875.80 for Parks and Recreation Equipment Capital fund (Fund 609). Motion passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
NEW BUSINESS:

17. Receive and Consider a Proposal from the Rotary Club of Folsom for Placement of an American Flagpole in the Historic Folsom Station Plaza and Provide Direction to Staff and Determination that the Project is Exempt from CEQA
Prior to the presentation of the item, Mayor Raithel and Vice Mayor Rohrbough stated for the record that they are members of the Rotary Club of Folsom, but do not serve on the Board.

Public Works Director Rebecca Neves introduced the item and Rotary Club of Folsom President John Baciocco and members Chuck and Connie Thompson made a presentation and responded to questions from the City Council and the City Manager Bryan Whitemyer.

The following individual addressed the City Council:
• Jerry Bernau
Motion by Councilmember Kozlowski second by Councilmember Leary to approve the Rotary Club project to place an American flagpole and flag in the Historic District and waive the regular permit fees for building.

The motion was amended further to include that the project is exempt from CEQA.

The motion was again amended further, adding the Rotary Club of Folsom would not be charged for the permits.

The City Council made additional comments.

The motion (with amendments) passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

18. Presentation on AB 626 Micro-Enterprise Home Kitchen Operations and Direction to Staff

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 7 Community Development Director Pam Johns made a presentation. Additionally, Sacramento County Environmental Management Department Director Jennea Monasterio and Division Chief Rolando Villareal made a presentation and responded to questions from the City Council. Community Development Director Pam Johns provided further information and responded to questions from the City Council. The City Council made further comments.

Motion by Councilmember Kozlowski second by Councilmember Aquino to maintain the optout position on the MEHKO consideration. Motion passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino,
NOES: Raithel
ABSENT: None
ABSTAIN: None

19. Resolution No. 11697- A Resolution Accepting the Notice of Completion for the Community Facilities District No. 18 Phase 2 Water Improvements Project (Phase 2A) with a Construction Total of $18,552,386, Authorizing an Appropriation of $44,778 from the Road Maintenance and Rehabilitation Fund (Fund 235), and Authorizing the Chief Financial Officer/Finance Director to Release All Remaining Retention for Said Project Utilities Director Marcus Yasutake made a presentation.

Motion by Councilmember Aquino second by Councilmember Leary to approve Resolution No. 11697. Motion passed by the following roll-call vote:

AYES: Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: Kozlowski (temporarily stepped away from the dais) ABSTAIN: None

20. Ordinance No. 1376 - An Ordinance of the City of Folsom Adding Chapter 10.44 of the Folsom Municipal Code Regarding E-bikes and E-Conveyances (Introduction and First Reading)
Police Chief Adam Green made a presentation and responded to questions from the City Council. City Attorney Sari Dierking provided additional information.

The following individuals addressed the council:
• Jim Kirstein
• Kaemveed Khurmi
• Fred Michel
• Paul Kerfeld
Police Chief Adam Green responded further to questions from the City Council. City Attorney Sari Dierking provided additional information.

Motion by Councilmember Kozlowski second by Councilmember Aquino to continue the introduction and first reading of Ordinance No. 1376 to a future meeting to allow staff to develop an amended version. Motion passed by the following roll-call vote:

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 8 AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

21. Ordinance No. 1377 - An Ordinance of the City of Folsom Amending Chapter 10.40 “Use of Electric Assist Mobility Devices on Class I Trails” of the Folsom Municipal Code to Prohibit Unsafe Riding on the Class I Bicycle Path Network (Introduction and First Reading) Due to the 10:30 rule, the following motion was made to continue the item.

Motion by Councilmember Kozlowski second by Vice Mayor Rohrbough to continue the introduction and first reading of Ordinance No. 1377. Motion passed by the following roll-call vote:

AYES: Kozlowski, Leary, Rohrbough, Aquino, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

CITY MANAGER REPORTS
City Manager Bryan Whitemyer announced the reopening of Engine 39, thanking Chief Solak and the Fire Department for the Single Role Program. He also expressed his gratitude for the team he works with daily.

COUNCIL COMMENTS
Councilmember Kozlowski had no comments.

Vice Mayor Rohrbough asked City Manager Bryan Whitemyer to follow up with Police Chief Adam Green about the e-bike enforcement plan.

Mayor Raithel had no comments.

Councilmember Aquino expressed appreciation for the Police Department’s enforcement efforts at Prospector Park.

Councilmember Leary had no comments.

ADJOURNMENT
There being no further business to come before the City Council, the meeting was adjourned at 10:42 p.m.

SUBMITTED BY:
_______________________________
Christa Freemantle, City Clerk

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 8, 2026
Draft- Not Official Until Approved by the City Council Page 9 ATTEST:
______________________________
Justin Raithel, Mayor

10/13/2026 Item No.1.

This page is intentionally left blank
to facilitate double-sided printing
and minimize paper use.

10/13/2026 Item No.1.

File 034-21 26-001
Folsom City Council Minutes
September 22, 2026
Draft- Not Official Until Approved by the City Council Page 1 City Council Regular Meeting

MINUTES
Tuesday September 22, 2026 6:30 PM

CALL TO ORDER
The regular City Council meeting was called to order at 6:32 pm with Mayor Raithel presiding.

ROLL CALL:

Councilmembers Present: Sarah Aquino, Councilmember
Michael Kozlowski, Councilmember
Barbara Leary, Councilmember
Anna Rohrbough, Vice Mayor
Justin Raithel, Mayor
Councilmembers Absent: None

PLEDGE OF ALLEGIANCE
The pledge of allegiance was recited.

AGENDA UPDATE
City Attorney Sari Dierking advised that Item no. 13 was continued off calendar at the request of City staff.

BUSINESS FROM THE FLOOR:

The following individuals addressed council:
• Brian David
• Sarah Perrin
SCHEDULED PRESENTATIONS:

1. Welcoming Delegates from Folsom’s Italian Sister City Pieve del Grappa to the City of Folsom Councilmember Aquino introduced the Muir House Language Teacher Jim Hartley who presented the delegates.

CONSENT CALENDAR:

Items appearing on the Consent Calendar are considered routine and may be approved by one motion.

Councilmembers may pull an item for discussion.

10/13/2026 Item No.2.

File 034-21 26-001
Folsom City Council Minutes
September 22, 2026
Draft- Not Official Until Approved by the City Council Page 2

2. Ordinance No. 1374– An Ordinance of the City of Folsom for the Repeal and Re-Enactment of Chapter 17.102 (Density Bonus) of the Folsom Municipal Code (Second Reading and Adoption)

3. Resolution No. 11709 - A Resolution Replacing Resolution No. 11285 and Designating Conflict of Interest Filing Positions and Disclosure Categories

4. Resolution No. 11716 – A Resolution Ratifying the City Manager’s Authorization to Purchase a Replacement Server from Sidepath, Inc. for the Police Department for a Total Not-to-Exceed Amount of $299,800 funded through the General Fund (Fund 010) Using American Rescue Plan Act (ARPA) Grant Proceeds

5. Resolution No. 11717 - A Resolution Authorizing the City Manager to Execute Contract Amendment 1 with Kimley Horn and Associates, Inc. for the Folsom Lake Crossing Safety Improvements Phase 2 Project, Project No. PW2601, in the Amount of $33,000 from the Transportation Improvement Fund (Fund 446)

6. Resolution No. 11720- A Resolution Authorizing the City Manager to Execute a Cooperative Service Agreement with the State Department of Transportation (Caltrans) for Plans, Specifications, and Estimate Design Oversight of the Empire Ranch Road Interchange Project, Project No. PW1804- pulled for discussion

7. Resolution No. 11721 - A Resolution Approving the Establishment of a New Classification and the Associated Salary Range: Property & Evidence Supervisor

8. Resolution No. 11722 – A Resolution Accepting the Fiscal Year 2026-27 Sacramento Metropolitan Cable Television Commission (SMCTC) Public, Educational, and Governmental (PEG) Fee Funding and Appropriation of Funds in the General Grants Fund (Fund 012) Motion by Councilmember Kozlowski second by Councilmember Leary to approve item Nos. 2-5 and 7-8 of the Consent Calendar. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

PULLED FOR DISCUSSION

6. Resolution No. 11720- A Resolution Authorizing the City Manager to Execute a Cooperative Service Agreement with the State Department of Transportation (Caltrans) for Plans, Specifications, and Estimate Design Oversight of the Empire Ranch Road Interchange Project, Project No. PW1804
The item was pulled at the request of Vice Mayor Rohrbough to have the department provide an update on this project.

10/13/2026 Item No.2.

File 034-21 26-001
Folsom City Council Minutes
September 22, 2026
Draft- Not Official Until Approved by the City Council Page 3 Public Works Director Rebecca Neves made a presentation and responded to questions from the City Council.

Motion by Vice Mayor Rohrbough, second by Councilmember Leary to approve Resolution No. 11720. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

PUBLIC HEARING

9. Historic Folsom Station Development Agreement Amendment (DEVA26-00036) and Determination that No Further Environmental Review is Required i. Ordinance No. 1378 - An Uncodified Ordinance of the City of Folsom Approving the Second Amended and Restated Development Agreement by and Between the City of Folsom and Folsom Railroad Block Developers, LLC Relative to the Historic Folsom Station (Introduction and First Reading)
Planning Manager Desmond Parrington made a presentation and responded to questions from the City Council. City Manager Bryan Whitemyer provided further information.

The public hearing was opened at 7:15 p.m.

The following individuals addressed council:
• Loretta Hettinger
• Jim Snook
• Mike Reynolds
The public hearing was closed at 7:19 p.m.

The applicant, Jerry Bernau, Bernau Development Corporation /managing member of the Folsom Railroad Block Developers addressed the Council and responded to their questions. The City Council made further comments.

Motion by Councilmember Kozlowski, second by Vice Mayor Rohrbough to introduce and conduct the first reading of Ordinance No. 1378.

Councilmember Leary made an additional comment before the roll call vote.

Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

10. City of Folsom Community Facilities District No. 22A (Folsom Heights)

10/13/2026 Item No.2.

File 034-21 26-001
Folsom City Council Minutes
September 22, 2026
Draft- Not Official Until Approved by the City Council Page 4 i. Resolution No. 11710- A Resolution of the City Council of the City of Folsom to Form a Community Facilities District, to Designate Improvement Areas within the District, to Designate a Future Annexation Area therein and to Levy Special Taxes therein ii. Resolution No. 11711- A Resolution of the City Council of the City of Folsom Deeming it Necessary to Incur Bonded Indebtedness in and for City of Folsom Community Facilities District No. 22A (Folsom Heights)
iii. Resolution No. 11712- A Resolution of the City Council of the City of Folsom Calling Special Mailed-Ballot Election in the City of Folsom Community Facilities District No. 22A (Folsom Heights)
iv. Resolution No. 11713- A Resolution of the City Council of the City of Folsom Declaring Election Results in the City of Folsom Community Facilities District No. 22A (Folsom Heights) v. Resolution No. 11714- A Resolution of the City Council of the City of Folsom Determining that the Special Tax of City of Folsom Community Facilities District No. 22 (Folsom Heights) Shall Cease to be Levied and Authorizing and Directing the Recordation of a Notice of Cessation of Special Tax
vi. Ordinance No. 1379- An Uncodified Ordinance Levying Special Taxes for the Fiscal Year 2026-27 and Following Fiscal Years Solely within and Relating to the City of Folsom Community Facilities District No. 22A (Folsom Heights) (Introduction and First Reading) Chief Financial Officer Stacey Tamagni made a presentation and responded to questions from the City Council.

Mayor Raithel opened the public hearing at 7:30 p.m., hearing no requests to speak the public hearing was closed at 7:30 p.m.

City Clerk Christa Freemantle confirmed that no written protests were received, therefore a majority protest does not exist for any of the improvement areas.

Motion by Councilmember Aquino, second by Councilmember Kozlowski to approve Resolution No. 11710. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
Motion by Councilmember Aquino, second by Councilmember Kozlowski to approve Resolution No. 11711. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
Motion by Councilmember Leary, second by Councilmember Aquino to approve Resolution No. 11712. Motion passed by the following roll-call vote:

10/13/2026 Item No.2.

File 034-21 26-001
Folsom City Council Minutes
September 22, 2026
Draft- Not Official Until Approved by the City Council Page 5 AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
Mayor Raithel opened the separate election at 7:31 p.m.

City Clerk Christa Freemantle confirmed that all ballots for each improvement area have been received, declaring the election closed at 7:31 p.m.

City Clerk Christa Freemantle canvassed the ballots.

Motion by Councilmember Leary, second by Vice Mayor Rohrbough to approve Resolution No. 11713. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
Motion by Councilmember Aquino, second by Councilmember Kozlowski to approve Resolution No. 11714. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
Motion by Mayor Raithel, second by Councilmember Leary to introduce and conduct the first reading of Ordinance No. 1379. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

NEW BUSINESS

11. Resolution No. 11723 – A Resolution Authorizing the City Manager to Execute a Memorandum of Understanding with Sacramento County Related to Interim Design, Construction, and Maintenance for Prairie City Road
Public Works Director Rebecca Neves made a presentation and responded to questions from the City Council.

Motion by Councilmember Leary, second by Councilmember Kozlowski to approve Resolution No. 11723. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None

10/13/2026 Item No.2.

File 034-21 26-001
Folsom City Council Minutes
September 22, 2026
Draft- Not Official Until Approved by the City Council Page 6 ABSENT: None
ABSTAIN: None

12. Direction to Staff on Prairie City Road Right-of-Way Annexation for Jurisdictional Boundary Realignment
Community Development Director Pam Johns made a presentation and responded to questions from the City Council. Additionally, Sacramento LAFCO Executive Officer Jose Henriquez made a presentation and responded to questions from the City Council. Public Works Director Rebecca Neves provided additional information.

Motion by Mayor Raithel, second by Councilmember Kozlowski giving direction to staff to proceed with coordination with Sacramento County and LAFCO to realign the jurisdictional boundary on Prairie City Road. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None

13. Housing Program Implementation Workshop: City Council Priorities for the Next Two Years City Clerk Freemantle reminded everyone that this item was continued off calendar as stated earlier.

14. Empire Ranch Neighborhood Crack Seal Project
i. Resolution No. 11718 - AA Resolution Authorizing the City Manager to Execute a Construction Agreement with Doug Veerkamp General Engineering, Inc. for the Empire Ranch Crack Seal Project in the amount of $218,600, and Appropriation of Funds in the amount of $258,600 from the Road Maintenance and Rehabilitation Fund (Fund 235) ii. Resolution No. 11719 – A Resolution Authorizing the City Manager to Execute a No-Cost Contract Amendment No. 1 with Dewberry Engineers, Inc. for Construction Management and Inspection Services Expanded Scope
Public Works Director Rebecca Neves made a presentation and responded to questions from the City Council.

Motion by Councilmember Aquino, second by Councilmember Leary to approve Resolution No. 11718. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None
ABSENT: None
ABSTAIN: None
Motion by Councilmember Aquino, second by Councilmember Leary to approve Resolution No. 11719. Motion passed by the following roll-call vote:

AYES: Aquino, Kozlowski, Leary, Rohrbough, Raithel
NOES: None

10/13/2026 Item No.2.

File 034-21 26-001
Folsom City Council Minutes
September 22, 2026
Draft- Not Official Until Approved by the City Council Page 7 ABSENT: None
ABSTAIN: None

CITY MANAGER REPORTS
City Manager Bryan Whitemyer thanked and expressed appreciation for those who participated in Community Service Day. He highlighted the upcoming tree planting event, hosted by the City of Folsom in partnership with the Sacramento Tree Foundation and West Coast Arborist. He commended city crews for their work in preparation for the rainy season and apologized for delays caused by PG&E utility work on Folsom Boulevard and Greenback Lane. He also highlighted the upcoming East Bidwell Pedestrian Overcrossing Workshop and announced that the city is now accepting applications for the Teen Council.

COUNCIL COMMENTS
Councilmember Kozlowski spoke about volunteer opportunities for the upcoming Soap Box Derby as well as the need for assistance with hanging Christmas lights.

Vice Mayor Rohrbough had no comments
Councilmember Leary had no comments.

Councilmember Aquino echoed appreciation to volunteers, city staff and the Steering Committee for their contributions to Community Service Day. She spoke about the upcoming Sacramento Metro Air District tree planting event and thanked the Folsom Police Department for their assistance at Folsom Ranch and Prospector Park.

Mayor Raithel expressed gratitude to participants of Community Service Day and highlighted the drone show at the bridge dinner event. He also expressed appreciation to Councilmember Leary for joining him at the upcoming California League of Cities conference. Additionally, he announced his selection as the Vice Chair of the Revenue and Tax Policy Committee for the California League of Cities.

ADJOURNMENT
There being no further business to come before the City Council, the meeting was adjourned at 8:29 p.m.

SUBMITTED BY:
_______________________________
Christa Freemantle, City Clerk
ATTEST:
______________________________
Justin Raithel, Mayor

10/13/2026 Item No.2.

This page is intentionally left blank
to facilitate double-sided printing
and minimize paper use.

10/13/2026 Item No.2.

Folsom City Council
Staff Report
1 MEETING DATE: 10/13/2026
AGENDA SECTION: Consent Calendar
ITEM TITLE: Resolution No. 11728 – A Resolution Approving the Historic District Commission’s Recommendation to Determine that the Granite House Modifications Project is Exempt from CEQA and Approving Design Review for that Project
FROM: Community Development Department

RECOMMENDATION / CITY COUNCIL ACTION
Staff recommends that the City Council:

Approve Resolution No. 11728- A Resolution Approving the Historic District Commission’s Recommendation to Determine that the Granite House Modifications Project is Exempt from CEQA and Approving Design Review for that Project

BACKGROUND / ISSUE
The Historic District Commission (HDC) previously approved a Height Variance, Parking Variance, Conditional Use Permit and Building Design Review for the Granite House project, located at 900-918 Sutter Street, in 2007. The building was approved at a height of up to 40 feet with 6,197 square feet of retail/office space and 30 parking spaces on the ground level and 32 residential units on the second and third levels. Once approved, these entitlements were vested pursuant to the terms of the 2011 disposition and development agreement between the developer and the City. The disposition and development agreement contained specific provisions that governed how to address proposed changes to any of the vested entitlements, including the approved design of the Granit House building.

The proposed project (DRCL24-00191) consists of modifying the design of the Granite House building. Project modifications include removing the 30 parking spaces on the lower level of the building (as allowed by Assembly Bill 2097 [Statutes of 2021-2022], as described below) and replacing the 10,517 square feet of this parking area with commercial uses including office, retail and restaurants.

10/13/2026 Item No.3.
2 Notwithstanding AB 2097, the project is subject to the 2011 First Amended and Restated Disposition and Development Agreement, which required the City to grant the Developer the rights to 23 reserved parking spaces in the City Parking Garage in addition to those spaces approved as a part of the original project itself. The disposition and development agreement requires that any proposed change to the approved parking requires City Council approval. As described in the Analysis section, the Developer has proposed to increase the number of reserved spaces in the City Garage. This proposal was considered by the Council at its September 22, 2026 meeting, as a part of the proposal to approve the Second Amended and Restated Development Agreement by and between the City of Folsom and Folsom Railroad Block Developers, LLC relative to the Historic Folsom Station. The second reading and adoption of the uncodified ordinance approving that agreement will be considered by the City Council as a separate item on October 13, 2026. Please note that contrary to what is stated in the October 2, 2024 HDC staff report (refer to Attachment 2), the parcel at 825 Leidesdorff Street will remain as public parking until it is developed.

Physical changes proposed for the building include new windows and door features on the lower level, modified window detailing, modified railing size, and modified colors. The approved building footprint and height are not proposed to change. Site changes include new plazas around the building and additional landscaping and a pedestrian bridge over the drainage swale. The project narrative, as well as project plans (including the site plan and approved and proposed elevations), are provided in Attachment 2. The project site is located within the Sutter Street Subarea of the Historic Commercial Primary Area of the Historic District.

The Historic District Commission held a public meeting to consider the proposed modifications to the Granite House project on October 2, 2024. Specifically, the Commission reviewed the proposed change to the ground floor of the Granite House project from parking to office, retail, and restaurant uses. The Commission unanimously recommended the proposed changes to the City Council. The Commission further recommended modifying Condition No. 12 (Coordination with Public and Private Utilities) for additional clarity and adding Condition No. 13, to revise the existing easement and maintenance agreement. These proposed modifications are reflected in Attachment 3 of this report.

POLICY / RULE
State
Assembly Bill 2097 was signed into law by the Governor on September 22, 2022 and became effective on January 2, 2023. Government Code section 65863.2, a new statute enacted as a part of AB 2097 (statutes of 2021-2022), prohibits public agencies (City of Folsom in this case) from imposing minimum parking requirements on residential, commercial, or other development projects located within a half mile of a major transit stop. As relevant here, state law defines a site containing an existing light rail station as a major transit stop.

10/13/2026 Item No.3.
3 Local
Folsom Municipal Code (FMC) Section 17.52.330 states that, in reviewing projects, the Historic District Commission shall consider the following criteria:
a) Project compliance with the General Plan and any applicable zoning ordinances; b) Conformance with any city-wide design guidelines and historic district design and development guidelines adopted by the city council;
c) Conformance with any project-specific design standards approved through the planned development permit process or similar review process; and d) Compatibility of building materials, textures and colors with surrounding development and consistency with the general design theme of the neighborhood.

Compliance with Development Agreement
The First Amended and Restated Disposition and Development Agreement (DDA) for the Historic Folsom Station (also known as the Railroad Block) from 2011 requires City Council approval for any substantial change to the project. Substantial changes include any increase or decrease in the amount of parking.

ANALYSIS
Staff have determined that the project complies with the standards of the Folsom Municipal Code and the Historic District Design and Development Guidelines, as discussed in the attached staff report for the project for the October 2, 2024 Historic Commission meeting.

At the HDC meeting in late 2024, the Developer requested a change in the number of reserved parking spaces requested in the City Parking Garage from 23 reserved spaces as set forth in the 2011 agreement to 30 reserved spaces since they had replaced their parking area in the project with ground floor retail, restaurant and office space. Since that HDC meeting in 2024, the Developer requested that the City consider granting the project 2 additional reserved parking spaces in the City Parking garage so that the number of spaces match the number of residential units included in the project.. As a result, this would increase the number of reserved spaces from 30 spaces to 32 spaces or 1 space per housing unit. Staff are supportive of this minor change given the improvements to the first floor of the building, which will help to activate the public plaza and are expected to result in additional business activity as well as sales and property tax revenue to the City. As noted earlier, the Developer proposed an amendment to the 2011 agreement to increase the number of reserved parking spaces in the City parking garage to 32 and to make other changes.

FINANCIAL IMPACT
There is no direct financial impact on the General Fund with the approval of this project.

10/13/2026 Item No.3.
4 ENVIRONMENTAL REVIEW
The Folsom Historic Railroad Block Implementation Plan Addendum to the 1997 Railroad Block Master Plan Mitigated Negative Declaration and Mitigation Monitoring Program was approved in January 2006 and determined to be in conformance with California Environmental Quality Act (CEQA). The CEQA analysis accounted for development of up to 120,200 square feet for two- to three-story mixed-use buildings on the four sites, including the Granite House project. The buildings themselves were approved in 2007 by the HDC (PN07-080) for 102,851 square feet of mixed-use development. The 10,517 square feet of additional commercial and office space in the proposed project would result in a total of 113,368 square feet of mixed-use development. The proposed project therefore does not exceed the amount and type of development identified in the environmental document. Furthermore, staff did not identify any new substantial changes or information that would require additional CEQA review, per CEQA Guidelines Section 15162.

The applicant is required to comply with the mitigation measures identified in the approved environmental document, per Condition No. 4 in the attached conditions of approval (refer to Attachment 3) from the HDC meeting.

ATTACHMENTS

1. Resolution No. 11728 – A Resolution Approving the Historic District Commission’s Recommendation to Determine that the Granite House Modifications Project is Exempt from CEQA and Approving Design Review of That Project

2. Historic District Commission Staff Report and Attachments, dated October 2, 2024

3. Commission Revised Conditions of Approval, dated October 2, 2024 Submitted,
____________________________

PAM JOHNS
Community Development Director

10/13/2026 Item No.3.

10/13/2026 Item No.3.

Resolution No. 11728

RESOLUTION NO. 11728
A RESOLUTION APPROVING THE HISTORIC DISTRICT COMMISSION’S

RECOMMENDATION TO DETERMINE THAT THE GRANITE HOUSE

MODIFICATIONS PROJECT IS EXEMPT FROM CEQA AND APPROVING DESIGN

REVIEW FOR THAT PROJECT
WHEREAS, the Historic District Commission on October 2, 2024, held a public meeting on the proposed design review application for the Granite House Modifications Project (DRCL24-00191), reviewed the staff report as well as the associated exhibits and attachments, considered public comment, and provided a recommendation to City Council; and WHEREAS notice has been given at the time and in the manner required by State Law and City Code; and
WHEREAS the Historic District Commission determined that the proposed project would require no additional review under the California Environmental Quality Act (CEQA) under CEQA Guidelines Section 15162;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Folsom hereby confirms the recommendation of the Historic District Commission and approves a design review application for the Granite House Modifications Project. This approval is subject to the conditions of approval presented to the City Council as Attachment 3, which include revisions recommended by the Historic District Commission.

BE IT FURTHER RESOLVED that the City Council of the City of Folsom hereby makes the following findings in support of this Resolution:

GENERAL FINDINGS
A. NOTICE OF PUBLIC MEETING HAS BEEN GIVEN AT THE TIME AND IN THE MANNER REQUIRED BY STATE LAW AND CITY CODE.

B. THE PROJECT IS CONSISTENT WITH THE GENERAL PLAN AND ZONING CODE OF THE CITY.

CEQA FINDINGS
C. AN INITIAL STUDY AND MITIGATED NEGATIVE DECLARATION WERE

APPROVED FOR THE RAILROAD BLOCK IMPLEMENTATION PLAN IN JANUARY 2006 IN CONFORMANCE WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA).

D. THIS PROJECT DOES NOT INCLUDE SUBSTANTIAL CHANGES OR NEW

INFORMATION OF SUBSTANTIAL IMPORTANCE THAT WOULD REQUIRE ADDITIONAL CEQA REVIEW.

10/13/2026 Item No.3.

Resolution No. 11728

DESIGN REVIEW FINDINGS
E. THE BUILDING MATERIALS, TEXTURES AND COLORS USED IN THE PROPOSED

PROJECT ARE COMPATIBLE WITH SURROUNDING DEVELOPMENT AND ARE CONSISTENT WITH THE GENERAL DESIGN THEME OF THE NEIGHBORHOOD.

F. THE PROPOSED PROJECT IS IN CONFORMANCE WITH THE HISTORIC DISTRICT DESIGN AND DEVELOPMENT GUIDELINES ADOPTED BY CITY COUNCIL.

PASSED AND ADOPTED this 13th day of October, 2026, by the following roll-call vote:

AYES: Councilmember(s):

NOES: Councilmember(s):

ABSENT: Councilmember(s):

ABSTAIN: Councilmember(s):
___________________________________
Justin Raithel, MAYOR
ATTEST:
____________________________________
Christa Freemantle, CITY CLERK

10/13/2026 Item No.3.

10/13/2026 Item No.3.

AGENDA ITEM NO. 1
Type: Public Meeting
Date: October 2, 2024
City of Folsom Page 1
Historic District Commission Staff Report
50 Natoma Street, Council Chambers
Folsom, CA 95630
Project: Granite House Modifications
File #: DRCL24-00191
Request: Design Review
Location: 900-918 Sutter Street
Parcel(s): 070-0052-024
Staff Contact: Josh Kinkade, Associate Planner, 916-461-6209 [email protected]
Property Owner Applicant
Name: Folsom Railroad Block Developers,
LLC
Name: Bernau Development
Corporation
Address: 921 Sutter Street, Suite 100
Folsom, CA 95630
Address: 921 Sutter Street, Suite 100
Folsom, CA 95630
Recommendation Conduct a public meeting, and upon conclusion recommend City Council approval of an application for Design Review to modify the design of the previously approved Granite House building located at 900-918 Sutter Street, as illustrated on Attachments 5 and 6 for the Granite House Modifications project (DRCL24-00191) based on the findings included in this report (Findings A-G) and subject to the attached conditions of approval (Conditions 1-12).

Project Summary: The proposed project consists of removing the 30 parking spaces on the lower level of the previously approved Granite House mixed use building and replacing the 10,517 square feet of this space with commercial space and associated exterior modifications and site improvements. The project site is located within the Sutter Street Subarea of the Historic Commercial Primary Area of the Historic District.

Attachments:

1. Description/Analysis

2. Background

3. Conditions of Approval

4. Vicinity Map

5. Applicant’s Narrative

6. Site Plan

7. Approved and Proposed Elevations

10/13/2026 Item No.3.

AGENDA ITEM NO. 1
Type: Public Meeting
Date: October 2, 2024

8. Project Rendering

9. Color Board

10.SMUD Conditions

11.Public Comments
Submitted,
____________________________

PAM JOHNS
Community Development Director

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 3
ATTACHMENT 1

DESCRIPTION/ANALYSIS
APPLICANT’S PROPOSAL
As described in greater detail in Attachment 2 (Background), the Historic District Commission (HDC) previously approved a Height Variance, Parking Variance, Conditional Use Permit and Building Design Review for the Granite House project, located at 900-918 Sutter Street, in 2007. The building was approved at a height of up to 40 feet with 6,197 square feet of retail/office space and 30 parking spaces on the ground level and 32 residential units on the second and third levels.

The proposed project consists of modifying the design of the Granite House building.

Project modifications include removing the 30 parking spaces on the lower level of the building (as allowed by Assembly Bill 2097 [Statutes of 2021-2022], as described below) and replacing the 10,517 square feet of this space with commercial uses. Parking is proposed to be accommodated on the 825 Leidesdorff Street parcel to the north until development is proposed there. Physical changes to the building include new windows and door features on the lower level, modified window detailing, modified railing size, and modified colors. The approved building footprint and height are not proposed to change.

Site changes include new plazas around the building and additional landscaping and a pedestrian bridge over the drainage swale. Project plans, including the site plan and approved and proposed elevations, are provided in Attachments 6 and 7. The applicant’s project narrative is provided in Attachment 5. The project site is located within the Sutter Street Subarea of the Historic Commercial Primary Area of the Historic District.

POLICY/RULE
State
Assembly Bill 2097 was signed into law by the Governor on September 22, 2022 and became effective on January 2, 2023. Government Code section 65863.2, a new statute enacted as a part of AB 2097 (statutes of 2021-2022), prohibits public agencies (City of Folsom in this case) from imposing minimum parking requirements on residential, commercial, or other development projects located within a half mile of a major transit stop. As relevant here, state law defines a site containing an existing light rail station as a major transit stop.

Local
Section 17.52.300 of the Folsom Municipal Code (FMC) states that the Historic District Commission shall have final authority relating to the design and architecture of all exterior renovations, remodeling, modification, addition or demolition of existing structures within the Historic District. FMC Section 17.52.330 states that, in reviewing projects, the Commission shall consider the following criteria:

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 4
a) Project compliance with the General Plan and any applicable zoning ordinances; b) Conformance with any city-wide design guidelines and historic district design and development guidelines adopted by the city council;
c) Conformance with any project-specific design standards approved through the planned development permit process or similar review process; and d) Compatibility of building materials, textures and colors with surrounding development and consistency with the general design theme of the neighborhood.

ANALYSIS
General Plan and Zoning Consistency
The General Plan land use designation for the project site is HF (Historic Folsom Mixed Use), and the zoning district for the project site is HD (Historic Folsom), within the Sutter Street Subarea of the Historic Commercial Primary Area of the Historic District. The proposed commercial uses are allowed by right in the Sutter Street Subarea. The height and footprint of the building remain unchanged from what was previously approved by the HDC in 2007.

Parking
The Historic Folsom Station project, which included the Granite House, was granted a parking variance by the HDC in 2007. As part of that parking discussion, staff found that for the Historic Folsom Station buildings 60 parking spaces were required for residential uses and 131 spaces were required for commercial uses, including 50 spaces for the Granite House. However, under the parking variance, 81 parking spaces were approved in the buildings of Historic Folsom Station, including 30 spaces within the Granite House.

Additionally, per the Disposition and Development Agreement for the Historic Folsom Station/Railroad Block project (DDA 405.3), 23 parking spaces within the adjacent City parking garage are reserved for office uses within this project.

FMC Section 17.52.510(F) requires a parking ratio of one parking space per 350 square feet of retail, office, restaurant, museums, and similar uses. The proposed project will not change the residential portion of the project, but the commercial portion of the project is proposed to increase by 10,517 square feet. As such, this results in an additional parking demand of 30 spaces.

The applicant is seeking to replace the previously approved 30 parking spaces from the Granite House building with commercial space and relocate the previously approved 30 spaces to the developer-owned parcel located at 825 Leidesdorff Street, just northeast of the building across the plaza and commercial space. This lot is currently used as public parking but will serve only the Granite House tenants after the Granite House is built.

Note that the parcel on which the parking is proposed was approved for a 22,526-squarePage 38 10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 5
foot mixed-use building as part of the DDA, and design of that building was approved in 2007. However, no building permit applications have been submitted for that project at this point.

Per AB 2097, the City generally cannot impose minimum parking requirements on residential, commercial, or other development projects located within a half mile of a major transit stop. However, AB 2097 allows cities to impose or enforce minimum parking requirements on such projects under certain limited circumstances. For example, if certain procedural requirements are met, Government Code section 65863.2(b)(3) could allow the City to enforce minimum parking requirements on such projects if it finds that failing to do so would have a substantially negative impact on existing residential or commercial parking within one-half mile of the housing development project.

Under the terms of AB 2097, this exception only applies to housing development projects.

For purposes of this analysis, a housing development project is defined as a use consisting of any of the following: (a) residential units only; (b) mixed use developments consisting of residential and nonresidential uses with at least two-thirds of the square footage designated for residential use; or (c) transitional housing or supportive housing.

Subsection b, regarding mixed use developments, is relevant here. While the proposed project is a mixed-use development consisting of residential and nonresidential uses, less than two-thirds of the square footage is designated for residential use. As a result, the proposed project does not meet the definition of a housing development project as stated in Government Code sections 65863.2(e)(1) and 65589.5(h)(2).

Because the proposed project does not meet the definition of a housing development project, the exception to the new rules does not apply. Therefore, staff has determined that the proposed project is not required to provide any on-site or off-site parking spaces.

Nevertheless, staff acknowledges that there may be concerns about the loss of parking associated with the project. As a result, staff reviewed the Historic District Parking Implementation Plan Update (last updated in 2018), which determined that sufficient parking would be available beyond existing peak-hour demands. Staff found that the longterm decrease in 60 parking spaces as part of the proposed project (assuming development of the 825 Leidesdorff lot) would not trigger a reduction of available parking below existing supply. Apart from the recent approval of 603 Sutter Street, the conditions in the Sutter Street subarea have not changed substantially since 2018. The 603 Sutter Street project would have required 27 off-street parking spaces, but it was also subject to AB 2097 and did not have to provide that parking. Nonetheless, even with the loss of those 27 parking spaces and the loss of 60 parking spaces, there would still be sufficient parking available in the Historic District based on Kimley-Horn’s study.

Building Design/Architecture
The project site is located in the Sutter Street subarea of the Historic District Commercial Primary Area. The Sutter Street subarea encompasses Folsom’s original central business

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 6
district, the area first zoned for historic preservation. Retail shops and restaurants have been the predominant uses in recent history. Overall, the Sutter Street subarea represents a mixture of development that is representative of the 1850 to early 1950s timeframe. Folsom Municipal Code section 17.52.510(B) explains that the design concept for the Sutter Street subarea is to preserve existing pre-1900 buildings, and to require new or replacement structures to be of a pre-1900 design, unless a post-1900 building is unique and/or representative of 1850-1950 architectural styles.

The original design of the three-story mixed-use Granite House building was approved by the HDC in 2007. The building was intended to be reminiscent of a historic hotel called the Granite House that once stood on the north side of Sutter Street near Decatur Street.

The approved windows were wood framed with metal clad exteriors. The Commission determined that the applicant succeeded in breaking up the massing of the proposed building with the various architectural features, and concluded that the building was wellarticulated, and that the design met the Historic District Design and Development Guidelines.

As stated previously, the applicant is proposing to replace the lower-level parking with retail and office uses. In doing so, several of the first-story elements have been modified, which include a more active lower level with additional storefront windows, a new entry on the north elevation, outdoor plazas on three sides of the building, and landscaping and a pedestrian bridge over the drainage swale on the north side of the building. Throughout the building, the applicant has also proposed longer second story balconies on the north elevation, new railing designs, modified window detailing, modified railing size, and modified colors, all of which are consistent with the previously approved design. The new windows and doors are all in line with the previously approved street-level windows and doors in terms of form and materials. The site plan, approved and proposed elevations, project rendering, and color board are provided in Attachments 6, 7, 8 and 9 respectively.

The applicant’s narrative is provided in Attachment 5.

Staff supports the proposed activation of the lower level. Previously, the design had limited retail on the street level. While the applicant was previously able to provide an attractive street-level design, staff believes that opening the street level up to additional retail tenants and providing outdoor spaces would be beneficial for both the building design and the plaza as a whole by further activating the area.

Staff has determined that the overall design, colors and materials of the proposed modified project are consistent with Folsom Municipal Code Chapter 17.52, the design and development guidelines for the Sutter Subarea, and the building materials, textures and colors are consistent with surrounding development and with the general design theme of the neighborhood. Staff has therefore concluded that the applicant has met the design standards identified in the Folsom Municipal Code and the guidelines contained in the DDGs.

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 7

DISPOSITION AND DEVELOPMENT AGREEMENT
The applicant entered into a Disposition and Development Agreement (DDA) with the City’s Redevelopment Agency for development of the four mixed-use buildings in the Railroad Block. The DDA states that if the developer desires to propose any substantial changes (including changes in the layout, elevation, design, or square footage substantially affecting architectural appearance or functional use or operation or changes in size or design affecting parking), such changes are subject to review by the responsible agency, and the DDA would have to be amended to reflect these changes.

Within the DDA is a requirement that six of the residential units within the Railroad Block be deed restricted as affordable to families of moderate income or that the Housing Assistance funds given to the developer be repaid. To be consistent with DDA requirements, staff has provided Condition No. 10, which states that the DDA shall be amended to reflect the project modifications prior to issuance of a building permit for the Granite House project, and that the DDA shall retain an updated schedule of performance and affordable housing requirements for the Railroad Block project as a whole.

PUBLIC COMMENTS
A notice was posted on the project site five days prior to the Historic District Commission meeting of October 2, 2024, that meets the requirements of FMC Section 17.52.320. Staff also routed the initial plans to the Folsom Heritage Preservation League (HPL) and Historic Folsom Residents Association (HFRA). HPL did not provide comments. HFRA stated that they support the proposed design changes, but wanted acknowledgement that relocating the 30 parking spots will result in a net loss of parking both in the short-term and the long-term. This comment is provided in Attachment 11.

ENVIRONMENTAL REVIEW
The Folsom Historic Railroad Block Implementation Plan Addendum to the 1997 Railroad Block Master Plan Mitigated Negative Declaration and Mitigation Monitoring Program was approved in January 2006 and determined to be in conformance with California Environmental Quality Act (CEQA) regulations. The CEQA analysis accounted for development of up to 120,200 square feet for two- to three-story mixed-use buildings on the four sites. The buildings themselves were approved in 2007 by the HDC (PN07-080) for 102,851 square feet of mixed-use development. The 10,517 square feet of additional commercial and office space in the proposed project would result in a total of 113,368 square feet of mixed-use development. The proposed project therefore does not exceed the amount and type of development identified in the environmental document.

Furthermore, staff did not identify any new substantial changes or information that would require additional CEQA review, per CEQA Guidelines Section 15162. The applicant is required to comply with the mitigation measures identified in the approved environmental document, per Condition No. 4 of this staff report.

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 8

RECOMMENDATION
Staff recommends that the HDC recommend approval of the proposed project to City Council, based on the findings included in this report (Findings A-G) and subject to the attached conditions of approval (Conditions 1-12).

HISTORIC DISTRICT COMMISSION ACTION
Move to recommend City Council approval of the Design Review application (DRCL24- 00191) to modify the design of the previously approved Granite House building located at 900-918 Sutter Street, as illustrated on Attachments 6 and 7 for the Granite House Design Review Modifications project, based on the findings included in this report (Findings A-G) and subject to attached conditions of approval (Conditions 1-12).

GENERAL FINDINGS
A. NOTICE OF PUBLIC MEETING HAS BEEN GIVEN AT THE TIME AND IN THE MANNER REQUIRED BY STATE LAW AND CITY CODE.

B. THE PROJECT IS CONSISTENT WITH THE GENERAL PLAN AND ZONING CODE OF THE CITY.

CEQA FINDINGS
C. AN INITIAL STUDY AND MITIGATED NEGATIVE DECLARATION WERE APPROVED FOR THE RAILROAD BLOCK 2004 IMPLEMENTATION PLAN IN JANUARY 2006 IN CONFORMANCE WITH THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT (CEQA) REGULATIONS. NO NEW

SUBSTANTIAL CHANGES OR INFORMATION THAT WOULD REQUIRE
ADDITIONAL CEQA REVIEW HAS BEEN IDENTIFIED.

D. THE CUMULATIVE IMPACT OF SUCCESSIVE PROJECTS OF THE SAME TYPE IN THE SAME PLACE, OVER TIME IS NOT SIGNIFICANT IN THIS CASE.

E. THE PROPOSED PROJECT WILL NOT CAUSE A SUBSTANTIAL ADVERSE CHANGE IN THE SIGNIFICANCE OF A HISTORICAL RESOURCE.

DESIGN REVIEW FINDINGS
F. THE BUILDING MATERIALS, TEXTURES AND COLORS USED IN THE

PROPOSED PROJECT ARE COMPATIBLE WITH SURROUNDING

DEVELOPMENT AND ARE CONSISTENT WITH THE GENERAL DESIGN
THEME OF THE NEIGHBORHOOD.

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 9
G. THE PROPOSED PROJECT IS IN CONFORMANCE WITH THE HISTORIC

DISTRICT DESIGN AND DEVELOPMENT GUIDELINES ADOPTED BY CITY COUNCIL.

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 10
ATTACHMENT 2

BACKGROUND
The Folsom Redevelopment Agency (RDA) purchased the Railroad Block site in 1990. A draft urban design master plan and the associated Initial Study and Mitigated Negative Declaration (IS/MND) were approved in 1997. In 2001, the RDA selected the Folsom Railroad Block Developers, LLC to complete the private development portion of the Railroad Block. The project is a joint City/private project where the Public Works Department constructed a parking garage at the northwest corner of the site, the Redevelopment Agency developed the Sutter Street streetscape and plaza area, and the developer developed the roundhouse building, which houses a wine bar and restaurant, and has agreed to develop three mixed-use buildings.

A master conceptual plan was approved in 2004, and an IS/MND was approved for the Railroad Block 2004 and an Implementation Plan was approved in January 2006.

Included with the environmental review was the anticipated build-out of the Railroad Block area consisting of four mixed-use, civic-oriented developments surrounding a large public plaza area.

The policies that were set forth in the 2004 Implementation Plan were intended to guide the future development of the Railroad Block and included the general location and footprint of the structures; the general configuration of the open space; limited ground level uses to retail and restaurant only; preserved the historic rail right-of-way, interpretive center, Southern Pacific and Ashland Depots; maintained two-way traffic on Reading Street to provide a connection between Sutter Street and Leidesdorff Street; limited the maximum floor area for development to 120,200 square feet; provided for a new railroad display pavilion, and allowed for a maximum of 60 residential units.

Based on these policies and criteria, the City identified the following uses to be constructed and operated on the Railroad Block:
▪ Four-level parking structure containing 320 to 340 parking spaces (Final design includes 315 spaces);
▪ Four two- to three-story mixed-use buildings with a maximum floor area of 120,200 square feet with general location and footprints of the structures established; ▪ A new public square and landscaped amphitheater focused on the historic turntable;
▪ Renovated interpretive center;
▪ Renovated SP Depot;
▪ New engine display building with rail spur;
▪ Commemorative paving in the alignment of the historic Sacramento Valley Railroad; and
▪ Commemorative garden at the west side of the Railroad Block.

In 2006, the City entered into a Disposition and Development Agreement (DDA) between the RDA and Folsom Railroad Block Developers, LLC to effectuate the Redevelopment

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 11
Plan for the redevelopment of the Railroad Block.

In 2007, the Historic District Commission approved a Height Variance, Parking Variance, Conditional Use Permit and Building Design Review for the Railroad Block, including 60 residential units, 45,959 square feet of commercial space and 81 parking spaces. That approval included the Granite House, which was approved at a height of up to 40 feet with 6,197 square feet of retail/office space, 32 residential units, and 30 parking spaces.

GENERAL PLAN DESIGNATION HF, Historic Folsom Mixed Use
ZONING SUTR, Sutter Street Subarea of the Historic
Commercial Primary Area, HD (Historic
Folsom)
ADJACENT LAND USES/ZONING North: Leidesdorff Street with the Gold Lakes Shopping Center (HD/C-2) beyond
South: Sutter Street with Mixed Commercial
Uses (HD/C-2) beyond
East: Wool Street with Mixed Commercial
Uses (HD/C-2) beyond
West: Reading Street with the Historic
Folsom light rail Station (HD/C-2) beyond
SITE CHARACTERISTICS The subject property is 0.48 acres in size and currently includes uncovered parking.

APPLICABLE CODES FMC Chapter 17.52 HD, Historic District FMC Section 17.52.300, Design Review
FMC Section 17.52.330, Plan Evaluation
FMC Section 17.52.340, Approval Process
FMC Section 17.52.400, Design Standards
FMC Section 17.52.510, Sutter Street
Subarea Special Use and Design Standards
Historic District Design and Development
Guidelines
Government Code § 65863.2, Minimum
Automobile Parking Requirements (AB 2097)

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 12 Page 46
10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 13
ATTACHMENT 3
Conditions of Approval

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 14

CONDITIONS OF APPROVAL FOR THE

GRANITE HOUSE MODIFICATIONS
(DRCL24-00191)
Cond.

No. Measure
Mitigation GENERAL REQUIREMENTS When
Required Department
Responsible

1. Issuance of a Building Permit is required. The applicant shall submit final building plans to the Community Development Department that substantially conform to the proposed site plan and color elevations included in Attachments 6 and 7. Implementation of this project shall be consistent with the above referenced items as modified by these conditions of approval.

B CD (B)

2. Compliance with all local, state and federal regulations pertaining to building construction and demolition is required.

OG CD (B)

3. This approval is for modifications to the Granite House project. The applicant shall submit building plans that comply with this approval and the site plan included in Attachment 6 and color building elevations included in Attachment 7.

Construction Drawings.

All Conditions of Approval as outlined herein shall be made as a note or separate sheet on the

B CD (P)

4. Conditional Use Permit and Building Design Review
The conditions of approval for the Historic Folsom Station Height Variance, Parking Variance, (including mitigation measures from the
associated CEQA documents) (PN07-080), as modified by the conditions of approval of this project (DRCL24-00191) shall continue to apply, and are hereby incorporated by reference.

OG

CD (P) (E)
(B)

5. effect at the time such taxes, fees and charges become due and payable.

The owner/applicant shall pay all applicable taxes, fees and charges at the rate and amount in

B CD (P)(E)

6. agreements and/or other documentation for the project. implementation of this project, including, but not limited to, drafting, reviewing and/or revising The City, at its sole discretion, may utilize the services of outside legal counsel to assist in the If the City utilizes the services of such
the City Attorney
incurred by the City for such services. The applicant may be required, at the sole discretion of outside legal counsel, the applicant shall reimburse the City for all outside legal fees and costs , to submit a deposit to the City for these services prior to initiation of the regardless of whether a deposit is required.
services. The applicant shall be responsible for reimbursement to the City for the services B

CD (P)(E)

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 15

7. actual costs it incurs in utilizing these services, includin design review or inspection services for the project, the applicant shall reimburse the City for If the City utilizes the services of consultants to prepare special studies or provide specialized g administrative costs for City personnel.
or beginning inspection, whichever is applicable.

A deposit for these services shall be provided prior to initiating review of the improvement plans

B CD (P)(E)

8. This project shall be subject to all City-wide development impact fees, unless exempt by previous agreement. This project shall be subject to all City-wide development impact fees in effect at such time that a building permit is issued. These fees may include, but are not limited to, fees for fire protection, park facilities, park equipment, Quimby, Humbug-Willow Creek Parkway, Light Rail, TSM, capital facilities and traffic impacts. The 90-day protest period for all fees, dedications, reservations or other exactions imposed on this project has begun. The fees shall be calculated at the fee rate in effect at the time of building permit issuance.

B CD (P)(E),
PW, PR

9. date of approval (
The project approval granted under this staff report shall remain in effect for one year from final expiring October 2, 2025). If a building permit is not issued within the may file an applicati
completion of the project, this approval shall be considered null and void. The owner/applicant identified time frame and/or the applicant has not demonstrated substantial progress towards on with the Community Development Department for an extension not less necessary submittal materials pursuant to
than 60 days prior to the expiration date of the approval, along with appropriate fees and Section 17.52.350 of the Folsom Municipal Code. If
activities or construction authorized by the project approv entitlement, demolition permit, or other construction permit required in connection with any of the after approval of this project, a lawsuit is filed which seeks to invalidate any approval, als, or to enjoin the project
complete permit application referenced in
environmental document or exemption determination, the one year period for submitting a contemplated herein, or to challenge the issuance by any governmental agency of any FMC Section 17.52.350(A) shall be tolled during the
time that any litigation is pending, including any appeals.

B CD (P)

10. The existing amended Disposition and Development Agreement for the Historic Folsom Station/Railroad Block project shall be further amended to reflect the project modifications approved by City Council and shall retain a schedule of performance and affordable housing requirements for the Railroad Block project as a whole. The second amended DDA shall be approved prior to the applicant obtaining building permits for the Granite House project.

B CD (P)

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 16

11. appropriate
Both the domestic line and the fire line for the Granite House project shall be protected with the Reduced Pressure Principle Assembly (RPPA) and Reduced Pressure Detector Assembly (RPDA) USC-certified device as close to the Right of Way as possible, to the meters an
Water Resources Department. Once the required manifold is in place, the associated valves, satisfaction of the City of Folsom Community Development Department and Environmental and d RPPA and RPDA devices shall be installed directly behind the manifold. Additional shall occur to understand how the placement of the manifold, meters and RPPA and RPD coordination between the Environmental and Water Resources Department and the applicant A
devices would affect the site layout and location.

I, DC CD (E)

12. Attachment
The applicant shall comply with the conditions of the SMUD comment letter provided in

10. The owner/applicant shall coordinate the planning, development and (This condition was modified at the October 2, 2024 Historic District Commission meeting.) completion of this project with the various utility agencies including SMUD, PG&E, etc. OG

CD (E) (B)
(P)

13. rev
any transfers, land exchanges, and easement dedications to support the proposed revise the existing Easement and Maintenance Agreement, including establishment of To the extent necessary and feasible, the applicant shall work with the City of Folsom to ised design as presented to the satisfaction of the City Engineer. (This condition was added at the October 2, 2024 Historic District Commission meeting.)

I, B CD (E)

RESPONSIBLE DEPARTMENT WHEN REQUIRED
(F)
(B)
(E)
(P)
CD
Fire Division
Building Division
Engineering Division
Planning Division
Community Development Department I Prior to approval of Improvement Plans M Prior to approval of Final Map
B Prior to issuance of first Building Permit
O Prior to approval of Occupancy Permit
G Prior to issuance of Grading Permit
PW Public Works Department DC During construction
PR Park and Recreation Department OG On-going requirement PD Police Department

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
Attachment 4
Vicinity Map
21

10/13/2026 Item No.3.
22

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
Attachment 5
Applicant’s Narrative
23

10/13/2026 Item No.3.

The Granite House at Historic Folsom Station

1. Design Revision Request.

Folsom Railroad Block Developers, LLC is requesting approval of a design revision for the Granite House at Historic Folsom Station.

The 30 spaces or 10,517 SF of residential parking located within the first level of the building will be relocated to the developer’s owned parcel at 825 LeidesdorƯ Street just NE of the building across the plaza and commercial space will replace this area.

The reason for this request is that building is no longer economically viable given the 65% increase in construction costs since the building was originally set to commence construction in 2011. In addition, increases in condo values and commercial lease revenue have not oƯset the increase in construction costs, fees and financing costs.

Currently, the Granite House plans are ready for permit issuance and contain approximately 29,328 SF of residential space, 6,670 SF of commercial space and 10,517 SF of parking totaling 46,515 SF, not including corridors, stairs and other non-leasable areas.

Since the parking is located within the building, the cost to construct the parking is equal to the cost to construct the retail shell space yet no revenue is generated from the parking.

Based on a third-party general contractor, the cost to construct the parking is now approximately $3.8 million or $361 PSF. Allocating the parking cost to the residential units would add $126,667 to each unit ($3.8 million/30 units).

Since the parking percentage of 22.5% (10,517 SF/46,515 SF) of the building square footage is so large, a thorough value engineering eƯort did not yield savings suƯicient to oƯset this cost.

With the revision, the residential square footage remains the same but the commercial square footage would increase from approximately 6,670 SF to approximately 15,980 SF.

There are several benefits to this change.
a. The first level north elevation and 50% of the first level west elevation was parking with no engagement or interaction with the public plaza and Reading Street. Now, all four elevations of the building will contain commercial space fronting the public plaza, Reading and Sutter Streets.
b. With extensive landscaping in the drainage swale on the north side of Granite House, the drainage swale will become an amenity rather than an eyesore. 24

10/13/2026 Item No.3.
c. With the pedestrian bridge across the swale, there will now be more direct access from the building to the plaza and parking garage. d. This will add much needed commercial space in the Historic District without exceeding the commercial square footage approved in the Railroad Block Masterplan.
e. Extend the retail experience to the west entry of the District and around the plaza.

2. Description of the first level commercial space.

1. 900 Sutter Street-East end cap
Facing the Roundhouse at the entry to the plaza with south frontage on Sutter Street and east and north frontage on the plaza, this 3,850 SF space benefits from having an outside dining area of 3,150 SF wrapping the space. It is intended for a small restaurant or café like the local Selland’s Market-Café or Elephant’s Delicatessen in Portland.

2. 904 Sutter Street-Southeast of the lobby
Facing Sutter Street immediately east of the building lobby, this 1,400 SF space will likely be a retail business or boutique.

3. 908 Sutter Street-Northeast of the lobby
Without Sutter Street frontage, this 2,250 SF space is intended to be a design center and oƯice for the developer and their aƯiliated general contractor, Kensington Homes, Inc.

4. 910 Sutter Street-Residential lobby and lofts
Fronting both Sutter Street and the plaza, this is the first level lobby and elevator access for the residential units located on the second and third floors.

5. 916 Sutter Street-west of the lobby
This 4,630 SF space provides flexibility to attract a larger retail tenant. The entire space fronts Sutter Street and the plaza. However, there will be an option to divide the space.

Tenants targeted for this space included women’s or children’s apparel, specialty home furnishings, kitchenware and cooking classes. If divided, the space facing the plaza may be an oƯice and/or studio, since it won’t have the visibility that most retail tenants require.

6. 918 Sutter Street-West end cap
At the corner of Sutter and Reading Street, this 3,850 SF space has excellent visibility entering the Historic District. With its outside area of 1,635 SF, tall ceilings and adjacent parking, it is very desirable for a restaurant, small market, or the sale recreational products, rentals and services.
25

10/13/2026 Item No.3.

3. Historic Folsom Station Timeline.
2004 Railroad Block Master Conceptual Plan approved by the City of Folsom 2006 Bernau Development Corporation joins development entity Development and Disposition Agreement (DDA) approved by City of Folsom 2007 Historic Folsom Station (formerly Railroad Block) design review approved by HDC Developer and City commence plaza design
Developer submits all four building plans to the City of Folsom building department 2008 Developer excavates, adds structural fill and re-compacts Granite House building pad 9-15’ below existing grade to correct soils condition.

Developer submits and City approves condo application
City of Folsom completes parking garage for the public’s and HFS’s use Public plaza conceptual design approved by HDC
Historic District Revitalization Program commences
Since plaza infrastructure is needed for the Granite House occupancy, Granite House construction is planned to commence with plaza construction 2009 Sutter Streetscape design approved including HFS frontage improvements 2010 Sutter Streetscape improvement plans completed, bid and construction commenced

Public plaza plans completed, and construction contract awarded Developer pre-sells residential lofts and the building plans are approved for issuance.
2011 Sutter Street Streetscape construction completed
Public Plaza construction commences
Amended and restated DDA approved
Redevelopment Agencies terminated, and assets taken over by State of California Granite House delayed indefinitely
26

10/13/2026 Item No.3.
2012 Scott’s Seafood expresses interest in relocating to the Roundhouse 2014 Historic Folsom Station DDA ratified by State, parcels re-appraised, air and use easements completed and Developer purchases parcels on December 24, 2014.

2015 Developer and Scott’s Seafood negotiate and sign lease Scott’s Seafood commences TI plans
2016 Scott’s Seafood TI plans submitted to the City of Folsom building department Developer submits new building shell plans for the Roundhouse to the building department
2017 The Roundhouse building shell and Scott’s Seafood plans are approved for issuance Developer commences construction on Roundhouse building shell 2018 Developer and Willamette Wineworks negotiate and sign lease

Willamette Wineworks designs and submits TI plans to the City of Folsom building department
2019 Roundhouse building shell complete

Scott’s Seafood and Willamette Wineworks commence tenant improvements 2020 Willamette Wineworks opens February 20, 2020

Scott’s Seafood opens July 18, 2020
2021 Developer commences preparation of new Granite House building plans 2022 Developer submits Granite House building plans to City of Folsom building department
2023 City of Folsom approves Granite House building plans for permit issuance 2024 Granite House bidding complete, value-engineering complete, and 1st level of the Granite House re-designed to substitute commercial space for parking

27

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
Attachment 6
Site Plan

28

10/13/2026 Item No.3.

BRIDGE 910 SUTTER LOBBY STREET ELECTRICAL FIRE 908 SUTTER STREET OFFICE / RETAIL TENANT 2,250 SF OFFICE / RETAIL TENANT TRASH 904 SUTTER STREET RETAIL TENANT 1,400 SF TRASH 900 SUTTER STREET RESTRAURANT / RETAIL TENANT 3,850 SF 916 SUTTER STREET RETAIL TENANT 4,630 SF 918 SUTTER STREET RESTRAURANT / RETAIL TENANT 3,850 SF 910 SUTTER LOBBY STREET Historic Folsom Station Building D "GRANITE HOUSE"
910 Sutter Street, (900-918) Folsom, California Folsom.

Railroad Block Developers, LLC Managing Member:

Bernau Development Corporation
29

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
Attachment 7
Approved and Proposed Elevations

30

10/13/2026 Item No.3.
31

10/13/2026 Item No.3.
32

10/13/2026 Item No.3.
33

10/13/2026 Item No.3.
34

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
Attachment 8
Project Rendering
35

10/13/2026 Item No.3.
36

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
Attachment 9
Color Board
37

10/13/2026 Item No.3.
38

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
Attachment 10
SMUD Conditions
39

10/13/2026 Item No.3.

Sent Via E-Mail
August 12, 2024
Josh Kinkade
City of Folsom
50 Natoma Street
Folsom, CA 95630
Subject: Granite House Modifications (Project No. DRCL24-00191) Dear Josh Kinkade:

The Sacramento Municipal Utility District (SMUD) appreciates the opportunity to provide comments on the Design Review for the Granite House Modifications (Project, DRCL24-00191), located at 900-918 Sutter Street. SMUD is the electric utility provider for Sacramento County, including the proposed Project area. SMUD’s vision is to empower our customers with solutions and options that increase energy efficiency, protect the environment, reduce global warming, and lower the cost to serve our region, all while maintaining best-in-class safety and reliability.

As a reviewing agency, SMUD is committed to providing reliable service to meet our customers’ growing needs.

Folsom Railroad Block Developers, LLC/Bernau Development Corporation (Applicant) has requested to modify the design of the Granite House project, including removing the 30 parking spaces on the lower level of the building (as allowed by Assembly Bill 2097) and replacing the 10,517 square feet of this space with commercial space.

SMUD requests the following conditions on the Applicant’s Project to minimize impacts to SMUD facilities on or adjacent to the Project site.

1. SMUD has existing underground 12kV facilities on the project site as well as along Sutter St. that will need to remain. The Applicant shall be responsible for maintaining all CalOSHA and State of California Public Utilities Commission General Order No. 128 safety clearances during construction and upon building completion. If the required clearances cannot be maintained, the Applicant shall be responsible for the cost of relocation.

2. Any necessary future SMUD facilities located on the Applicant’s property shall require a dedicated SMUD easement. This will be determined prior to SMUD performing work on the Applicant’s property.

3. In the event the Applicant requires the relocation or removal of existing SMUD facilities on or adjacent to the subject property, the Applicant shall coordinate with SMUD. The Applicant shall be responsible for the cost of relocation or removal.

4. SMUD reserves the right to use any portion of its easements on or adjacent to the subject property that it reasonably needs and shall not be responsible for any damages to the developed property within said easement that unreasonably interferes with those needs. 40

10/13/2026 Item No.3.

5. The Applicant shall comply with SMUD siting requirements (e.g., panel size/location, clearances from SMUD equipment, transformer location, service conductors). Information regarding SMUD siting requirements can be found at: https://www.smud.org/en/BusinessSolutions-and-Rebates/Design-and-Construction-Services.

6. The Applicant shall locate, verify, and provide a drawing to SMUD identifying all electrical utility infrastructure for the existing structures. If necessary, any existing onsite electrical infrastructure that serves existing structures shall be relocated to the satisfaction of SMUD.

7. The Applicant shall dedicate a 12.5-foot public utility easement for overhead and/or underground facilities and appurtenances adjacent to all public street rights-of-ways.

8. The Applicant shall dedicate any private drive, ingress and egress easement, (and 10-feet adjacent thereto) as a public utility easement for (overhead and) underground facilities and appurtenances. All access roads shall meet minimum SMUD requirements for access roads.

9. The Applicant shall dedicate and provide all-weather vehicular access for service vehicles that are up to 26,000 pounds. At a minimum: (a) the drivable surface shall be 20-feet wide; and (b) all SMUD underground equipment and appurtenances shall be within 15-feet from the drivable surface.

SMUD aims to be partners in the efficient and sustainable delivery of the proposed Project. To that end, SMUD recommends that California Environmental Quality Act (CEQA) documents for proposed Project activities include adequate evaluation of cumulative impacts to utility systems, the utility facilities needed to serve the Project, and any potential environmental issues associated with extending utility service to the proposed Project. This will ensure the Project’s compliance with CEQA and reduce potential delays in Project schedule.

SMUD appreciates the opportunity to provide input on the Design Review for Granite House Modifications. Please ensure that the conditions and considerations in this response are conveyed to the Project planners and the appropriate Project Applicants. Any revisions or deletions relative to the above conditions must be submitted in writing to the Real Estate section of SMUD. No verbal or other written agreements should be accepted by City of Folsom. For additional information regarding approvals, acceptable uses and clearances for SMUD facilities, please contact SMUD's Land Agent, Amber Montijo, at [email protected] or (916)732- 6005.

Sincerely,
Sara Christian
Regional & Local Government Affairs
Sacramento Municipal Utility District
6201 S Street, MS B404
Sacramento, CA 95817
[email protected]
cc: Amber Montijo
41

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
Attachment 11
Public Comments
42

10/13/2026 Item No.3.
1 Josh Kinkade
From: The HFRA <[email protected]>
Sent: Tuesday, August 6, 2024 8:11 AM
To: Josh Kinkade
Cc: Mike Reynolds; Carrie Lane; Paul Keast; Robert (Bob) Walter Subject: Re: Granite House Modifications Request for Comments CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Josh,
Thank you for giving HFRA the opportunity to provide comments. We support the proposed design changes and believe the relationship between the building and the plaza has been improved. However, we'd like the City and the developer to acknowledge that relocating the 30 parking spots associated with the residential condos from the building to an existing parking lot will result in a net loss of parking spots both in the short term and the long term when development is completed on the Leidesdorff Street parcel. We understand that the project is not required to provide parking, however, allowing this change will have potential impact on the availability of parking in the Historic District's commercial area as well as potential impact to the adjacent residential neighborhoods.

Sincerely,
The HFRA Board of Directors
On Thu, Jul 25, 2024 at 4:26 PM Josh Kinkade <[email protected]> wrote:

All,

Please see the attached request for comments and associated plans for the Granite House Modifications project that will be going in front of the Historic District Commission. Please send me any comments or questions by 8/8/24 if possible.

Thanks,

Josh Kinkade
Associate Planner
City of Folsom
50 Natoma Street, Folsom, CA 95630
[email protected]
o:916-461-6209
www.folsom.ca.us
43

10/13/2026 Item No.3.

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 14

CONDITIONS OF APPROVAL FOR THE

GRANITE HOUSE MODIFICATIONS
(DRCL24-00191)
Cond.

No. Measure
Mitigation GENERAL REQUIREMENTS When
Required Department
Responsible

1. Issuance of a Building Permit is required. The applicant shall submit final building plans to the Community Development Department that substantially conform to the proposed site plan and color elevations included in Attachments 6 and 7. Implementation of this project shall be consistent with the above referenced items as modified by these conditions of approval.

B CD (B)

2. Compliance with all local, state and federal regulations pertaining to building construction and demolition is required.

OG CD (B)

3. This approval is for modifications to the Granite House project. The applicant shall submit building plans that comply with this approval and the site plan included in Attachment 6 and color building elevations included in Attachment 7.

Construction Drawings.

All Conditions of Approval as outlined herein shall be made as a note or separate sheet on the

B CD (P)

4. Conditional Use Permit and Building Design Review
The conditions of approval for the Historic Folsom Station Height Variance, Parking Variance, (including mitigation measures from the
associated CEQA documents) (PN07-080), as modified by the conditions of approval of this project (DRCL24-00191) shall continue to apply, and are hereby incorporated by reference.

OG

CD (P) (E)
(B)

5. effect at the time such taxes, fees and charges become due and payable.

The owner/applicant shall pay all applicable taxes, fees and charges at the rate and amount in

B CD (P)(E)

6. agreements and/or other documentation for the project. implementation of this project, including, but not limited to, drafting, reviewing and/or revising The City, at its sole discretion, may utilize the services of outside legal counsel to assist in the If the City utilizes the services of such
the City Attorney
incurred by the City for such services. The applicant may be required, at the sole discretion of outside legal counsel, the applicant shall reimburse the City for all outside legal fees and costs , to submit a deposit to the City for these services prior to initiation of the regardless of whether a deposit is required.
services. The applicant shall be responsible for reimbursement to the City for the services B

CD (P)(E)

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 15

7. actual costs it incurs in utilizing these services, includin design review or inspection services for the project, the applicant shall reimburse the City for If the City utilizes the services of consultants to prepare special studies or provide specialized g administrative costs for City personnel.
or beginning inspection, whichever is applicable.

A deposit for these services shall be provided prior to initiating review of the improvement plans

B CD (P)(E)

8. This project shall be subject to all City-wide development impact fees, unless exempt by previous agreement. This project shall be subject to all City-wide development impact fees in effect at such time that a building permit is issued. These fees may include, but are not limited to, fees for fire protection, park facilities, park equipment, Quimby, Humbug-Willow Creek Parkway, Light Rail, TSM, capital facilities and traffic impacts. The 90-day protest period for all fees, dedications, reservations or other exactions imposed on this project has begun. The fees shall be calculated at the fee rate in effect at the time of building permit issuance.

B CD (P)(E),
PW, PR

9. date of approval (
The project approval granted under this staff report shall remain in effect for one year from final expiring October 2, 2025). If a building permit is not issued within the may file an applicati
completion of the project, this approval shall be considered null and void. The owner/applicant identified time frame and/or the applicant has not demonstrated substantial progress towards on with the Community Development Department for an extension not less necessary submittal materials pursuant to
than 60 days prior to the expiration date of the approval, along with appropriate fees and Section 17.52.350 of the Folsom Municipal Code. If
activities or construction authorized by the project approv entitlement, demolition permit, or other construction permit required in connection with any of the after approval of this project, a lawsuit is filed which seeks to invalidate any approval, als, or to enjoin the project
complete permit application referenced in
environmental document or exemption determination, the one year period for submitting a contemplated herein, or to challenge the issuance by any governmental agency of any FMC Section 17.52.350(A) shall be tolled during the
time that any litigation is pending, including any appeals.

B CD (P)

10. The existing amended Disposition and Development Agreement for the Historic Folsom Station/Railroad Block project shall be further amended to reflect the project modifications approved by City Council and shall retain a schedule of performance and affordable housing requirements for the Railroad Block project as a whole. The second amended DDA shall be approved prior to the applicant obtaining building permits for the Granite House project.

B CD (P)

10/13/2026 Item No.3.

Historic District Commission
Granite House Modifications (DRCL24-00191)
October 2, 2024
City of Folsom Page 16

11. appropriate
Both the domestic line and the fire line for the Granite House project shall be protected with the Reduced Pressure Principle Assembly (RPPA) and Reduced Pressure Detector Assembly (RPDA) USC-certified device as close to the Right of Way as possible, to the meters an
Water Resources Department. Once the required manifold is in place, the associated valves, satisfaction of the City of Folsom Community Development Department and Environmental and d RPPA and RPDA devices shall be installed directly behind the manifold. Additional shall occur to understand how the placement of the manifold, meters and RPPA and RPD coordination between the Environmental and Water Resources Department and the applicant A
devices would affect the site layout and location.

I, DC CD (E)

12. Attachment
The applicant shall comply with the conditions of the SMUD comment letter provided in

10. The owner/applicant shall coordinate the planning, development and (This condition was modified at the October 2, 2024 Historic District Commission meeting.) completion of this project with the various utility agencies including SMUD, PG&E, etc. OG

CD (E) (B)
(P)

13. rev
any transfers, land exchanges, and easement dedications to support the proposed revise the existing Easement and Maintenance Agreement, including establishment of To the extent necessary and feasible, the applicant shall work with the City of Folsom to ised design as presented to the satisfaction of the City Engineer. (This condition was added at the October 2, 2024 Historic District Commission meeting.)

I, B CD (E)

RESPONSIBLE DEPARTMENT WHEN REQUIRED
(F)
(B)
(E)
(P)
CD
Fire Division
Building Division
Engineering Division
Planning Division
Community Development Department I Prior to approval of Improvement Plans M Prior to approval of Final Map
B Prior to issuance of first Building Permit
O Prior to approval of Occupancy Permit
G Prior to issuance of Grading Permit
PW Public Works Department DC During construction
PR Park and Recreation Department OG On-going requirement PD Police Department

10/13/2026 Item No.3.

This page is intentionally left blank
to facilitate double-sided printing
and minimize paper use.

10/13/2026 Item No.3.

Folsom City Council
Staff Report
1 MEETING DATE: 10/13/2026
AGENDA
SECTION:

Consent Calendar
SUBJECT: Historic Folsom Station Development Agreement Amendment (DEVA26-00036)
i. Ordinance No. 1378 - An Uncodified Ordinance of the
City of Folsom Approving the Second Amended and
Restated Development Agreement by and between the
City of Folsom and Folsom Railroad Block Developers,
LLC Relative to the Historic Folsom Station (Second
Reading and Adoption)
FROM: Community Development Department

RECOMMENDATION / CITY COUNCIL ACTION
Move to conduct the second reading and adopt Ordinance No. 1378 - An Uncodified Ordinance of the City of Folsom Approving the Second Amended and Restated Development Agreement by and between the City of Folsom and Folsom Railroad Block Developers, LLC Relative to the Historic Folsom Station.

BACKGROUND / ISSUE
In 1983, the Folsom City Council adopted the Redevelopment Plan for the Central Folsom Redevelopment Project. A master conceptual plan for the Historic Folsom Station (also known as the Railroad Block), located on four parcels within the square block bound by Leidesdorff Street, Reading Street, Sutter Street, and Wool Street, was approved in 2004, and an Implementation Plan was approved in 2006. The City, through the former Redevelopment Agency, entered into a Disposition and Development Agreement (DDA) with Folsom Railroad Block Developers, LLC (the Developer) in 2006 which provided for the sale of the private parcels to the Developer for development of office, retail, and residential uses within the Historic Folsom Station and development by the City on the remaining portion of the site. The

10/13/2026 Item No.4.
2 City approved entitlements for the four mixed-use buildings in 2007. The DDA was amended in 2011 (refer to Attachment 3), and the Developer completed construction of the first building (the Folsom Roundhouse, which includes Scott’s Seafood and Willamette Wineworks) in 2020.

A second building, known as the Granite House, was originally approved for building permits in 2009 and included retail and residential space on the upper floors with parking on the ground floor. However, due to various factors described in the attached recitals, construction did not occur. The plans for the Granite House were later modified to include commercial uses on the first floor instead of parking, as well as associated exterior modifications and site improvements. Those plans were recommended for approval by the Historic District Commission in 2024 and submitted to the City for review. As a condition of approval, the Developer was required to update the agreement to reflect the Granite House modifications and update the schedule of performance for the Historic Folsom Station project as a whole.

Since the disposition or sale of the properties to the Developer already occurred, the agreement is now referred to as a Development Agreement (DA) and is included in this report as Attachment 2.

On September 22, 2026, the City Council conducted their first reading of the ordinance for the Historic Folsom Station Development Agreement Amendment. The City Council heard public comments in support of the project and asked questions regarding the potential for the City to buy back the parcels, what kind of development would be allowed if the sites were subject to the Surplus Land Act, and if the spaces in the City’s parking garage reserved for the Granite House project could be located on the top floor of the garage and have improvements and longterm maintenance and patrolling be the responsibility of the Developer. The City Council ultimately voted (5-0-0-0) to introduce and conduct first reading of Ordinance No. 1378 (An Uncodified Ordinance of the City of Folsom Approving the Second Amended and Restated Development Agreement by and Between the City of Folsom and Folsom Railroad Block Developers, LLC Relative to the Historic Folsom Station). No changes to the ordinance have been made since the first reading.

POLICY / RULE
As set forth in the State Planning and Zoning Law, approval of, or amendments to, a Development Agreement is a legislative act which requires approval by the planning agency and legislative body. The City Council serves as the legislative body for the City of Folsom, and also currently serves as the planning agency for properties within the Historic District.

ANALYSIS
As part of the updates to the DA, the Developer is proposing several modifications, both at the request of City staff and at their own request. A summary of the key modifications along with staff’s analysis and recommendation for each modification is provided below:

1. Removal of Disposition and Redevelopment Agency: The Developer has removed

10/13/2026 Item No.4.
3 references to terms related to disposition of the property and the Redevelopment Agency of the City of Folsom.

Staff Recommendation: Since the sale and disposition of the properties under the agreement has already occurred and the Redevelopment Agency was dissolved in 2012 and replaced by the City of Folsom as Successor Agency, staff supports removing terms regarding the disposition from the updated agreement and replacing references to the Redevelopment Agency.

2. Updated Recitals: The Developer has included several additional recitals to the agreement to describe events that have occurred between the previous Amendment and the present. The Developer has stated that it is very important to him to have these recitals, as they present a complete picture of the challenges the project has faced over the years, thereby necessitating updated terms.

Staff Recommendation: Staff has reviewed the proposed updated recitals and has verified the accuracy of all the statements. Staff has also included additional recitals based on guidance from legal counsel to which the Developer was agreeable.

3. Granite House Modifications: The Developer has updated the elevations and floor plans for the Granite House to reflect retail uses on the first floor rather than a parking garage.

Staff Recommendation: Staff reviewed these modifications as part of a Design Review application. Replacing the parking garage provides multiple benefits to the area despite the loss of parking. First, it places restaurants, offices and retails on the plaza area thereby helping to activity that space, encourage activity and enhance security by providing eyes on that area. Second, from a visual standpoint it removes a series of parking garage doors from the plaza area and replaces it with storefronts and outdoor seating. As a result, staff recommended approval of the modifications and presented the project to the Historic District Commission, who also recommended approval to City Council. As such, staff supports inclusion of the revised Granite House project in the updated DA. This recommendation assumes approval of the updated building by City Council, which is scheduled for the October 13, 2026 meeting.

4. Additional Parking Spaces in City Garage: The original Agreement included 23 parking spaces reserved for tenants of the Granite House project within the 315-space City-owned public parking garage located in the Historic Folsom Station. The Developer is now requesting that 32 spaces be made available for the use of any of their tenants (office, commercial, or residential).

Staff Recommendation: The updated Granite House building would no longer contain a parking garage and would instead contain new retail and office space on the ground level (if approved by City Council as proposed). Residents, tenants, employees, and customers that may have otherwise used the parking within the Granite House building

10/13/2026 Item No.4.
4 would therefore have to seek parking elsewhere. As noted earlier, staff sees the modification of the parking within the Granite House to retail uses as a major improvement since the additional retail facing the City’s plaza would help improve security and encourage activity in that area. Furthermore, staff believes that if the request for additional parking spaces within the City garage were denied, the Developer would instead use the surface parking lot on Leidesdorff Street that they own but has allowed the City to use for public parking. Staff sees the use of nine additional spaces in the parking garage as a superior alternative to this.

5. Extensions: The updated DA now includes an allowed one-year extension to the Schedule of Performance for each mixed-use parcel by the City Manager before City Council approval of a change to the Schedule of Performance is required.

Staff Recommendation: Previously, the Developer could request an extension from the City Manager and the City Manager could approve such a request without Council authorization. Given the desire by both the Developer and the City to develop the projects in a timely manner, staff has limited the request to a one-year extension for each development project. Any extension beyond that except for a failure by the City to adhere to its review timeline would require the Developer to request further extensions from the City Council. If the City fails to complete its review of Developer’s plans for any given Mixed-Use Parcel within the timelines set forth in the Amended Schedule of Performance, the City Manager can authorize an additional extension, commensurate with the length of City delay up to a maximum of an additional 365 days, without Council approval.

6. Performance Standards: Performance standards have been added that require the Developer to provide a construction feasibility report and updated financing plan to the City if construction does not start after 270 days from the commencement date shown in the Schedule of Performance in the Agreement, and that failure to provide a satisfactory report and plan will constitute a default of the Agreement. Similarly, as referenced above, if the City fails to meet its review timelines under the Schedule of Performance, the developer could then request the City Manager to grant up to a oneyear extension without Council approval.

Staff Recommendation: Given concerns about the timeline for the development of the mixed-use parcels by the City and the Developer, performance standards for both parties were included as part of the DA Amendment. Staff found that requiring a construction feasibility report and updated financing plan from the Developer was a reasonable measure to ensure development as proposed is still viable. In turn, staff concluded that if the City does not meet the agreed review timelines, the Developer should have the right to request an extension without having to go to City Council. As such, staff is supportive of these new performance standards.

10/13/2026 Item No.4.
5 7. City Buyback Provisions Removed: In the original grant deed, the language included a provision that gave the City the right to re-purchase the four mixed-use parcels in the event of a default by the Developer.

Staff Recommendation: If the City were to re-purchase the parcels they would be subject to the Surplus Land Act requirements, which would mean that the sites would need to be developed for affordable housing. As a result, staff recommends removing that requirement as well as the associated Form of Grant Deed that was contained in the original Agreement.

8. 2019 Building Code Cycle Requirements: The Developer has requested to comply with the 2019 Building Code cycle requirements for the Granite House project for up to two years rather than comply the most recent 2025 code cycle requirements, which would require updates to the existing building plans.

Staff Recommendation: The Granite House project was submitted and reviewed under the 2019 Building Code cycle. Since that submittal, the Developer has continued to make progress on the project and recently amended the approved plans to remove the parking and replace it with restaurants, retail and office space. Since requiring the Developer to upgrade their plans to the 2025 Building Code cycle and resubmit would result in more delays and costs to the Granite House project, staff supports an extension of allowing the Developer to utilize the 2019 code cycle. Ultimately, staff found that the cost and delay associated with updating the plans to the 2025 code cycle outweigh the costs associated with further project delays. If the project is stalled beyond two years, the Developer would be required to resubmit and bring their plans into compliance with the 2025 code.

Additional economic benefit is expected for the City with approval of the DA Amendment, as the amendment incorporates modifications to the Granite House building that includes new floor-level retail, restaurants, and office where a parking garage was previously approved.

Despite the economic development potential of the project, the changes to the Granite House project result in a loss of 30 parking spaces for that development. As identified in the 2011 First Amended and Restated DDA, the four mixed use parcels were to have 80 off-street parking spaces. Under the new amendment, this amount will be reduced to 50 off-street spaces plus a reservation of 32 spaces in the City’s parking garage for tenants of the Granite House project. With the passage of AB 2097, which went into effect on January 1, 2023, the City can no longer require residential or commercial projects within ½-mile of a light rail station. Due to this new law, if the Developer were to exit the agreement, the City would not be able to impose any parking requirements on the project.

Despite the reduction in off-street parking, staff anticipates that these new uses will bring additional business into the area and generate additional sales tax for the City. The updated agreement also provides a clear path forward for the Developer to complete the overall project in a timely manner and bring additional property and sales tax to the City once completed. No

10/13/2026 Item No.4.
6 other financial impacts to the City are anticipated with the proposed modifications to the Development Agreement, as all subsequent buildings remain unchanged.

In summary, City staff has conducted a thorough review of the proposed modifications to the Development Agreement and is supportive of the DA Amendment as proposed.

Credit of Development Agreement, Legal, and Building Permit Fees: While not covered under the DA Amendment itself, the Developer has requested that the City credit the fees associated with the Development Agreement application review and processing, the City’s legal fees for outside counsel associated with preparation of the DA Amendment, and a portion of the building permit fees for the Granite House against the amount owed by the City to him since the Developer paid the property tax on his Leidesdorff lot while it has been used for public parking under an agreement with the City. This request will be presented to the City Council on October 13, 2026 under a separate staff report and resolution, but staff wanted to make you aware of this request as you consider the changes to the DA.

ENVIRONMENTAL REVIEW
An Initial Study/Mitigated Negative Declaration was prepared for the Folsom Historic Railroad Block 1997 Urban Design Master Plan project area in accordance with the California Environmental Quality Act (Public Resources Code Section 21000 et seq) and the CEQA Guidelines, and the City Council, as the lead agency, adopted the Mitigated Negative Declaration and a Mitigation Monitoring Plan. This request does not include any substantial changes to the project, and substantial changes have not occurred with respect to the circumstances under which the project is undertaken, nor is there any new information of substantial importance. Therefore, this request is exempt from CEQA pursuant to Section 21166 of CEQA and Section 15162(a) of the CEQA Guidelines.

FINANCIAL IMPACT
There is no direct financial impact on the General Fund with the approval of this Ordinance.

ATTACHMENTS

1. Ordinance No. 1378 - An Uncodified Ordinance of the City of Folsom Approving the Second Amended and Restated Development Agreement by and Between the City of Folsom and Folsom Railroad Block Developers, LLC Relative to the Historic Folsom Station

2. Second Amended and Restated Development Agreement by and between the City of Folsom and Folsom Railroad Block Developers, LLC Relative to the Historic Folsom Station

10/13/2026 Item No.4.
7 3. Amended and Restated Disposition and Development Agreement (Historic Folsom Station/Railroad Block) by and between Redevelopment Agency of the City of Folsom and Folsom Railroad Block Developers, LLC- Central Folsom Redevelopment Project Submitted,

PAM JOHNS
Community Development Director

10/13/2026 Item No.4.

Attachment 1

10/13/2026 Item No.4.

Ordinance No. 1378

ORDINANCE NO. 1378

AN UNCODIFIED ORDINANCE OF THE CITY OF FOLSOM APPROVING THE

SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND

BETWEEN THE CITY OF FOLSOM AND FOLSOM RAILROAD BLOCK

DEVELOPERS, LLC RELATIVE TO THE HISTORIC FOLSOM STATION WHEREAS, on November 29, 1983, the City Council of the City of Folsom (the “City Council”) adopted Ordinance No. 512 approving and adopting the Redevelopment Plan (the “Redevelopment Plan”) for the Central Folsom Redevelopment Project (the “Redevelopment Project” or “Redevelopment Project Area”); and
WHEREAS, on October 20, 2006, the Redevelopment Agency (the “Redevelopment Agency”) and Folsom Railroad Block Developers, LLC (the “Developer”) entered into a Disposition and Development Agreement (the “DDA”) which provided for the sale of certain real property (the “Mixed-Use Sites”) by the Redevelopment Agency to the Developer for the development of office, retail and residential uses (the “Developer Improvements”) and the development by the Redevelopment Agency on the remaining portion of the Site (the “Public-Use Site”) of certain public improvements, including a public parking structure and public plaza improvements; and
WHEREAS, an Amended and Restated Disposition and Development Agreement (the “Amended and Restated DDA”) between the Redevelopment Agency and the Developer for the Redevelopment Project was executed on March 8, 2011; and WHEREAS, on February 1, 2012, the Redevelopment Agency was dissolved, at which time the City of Folsom became the Successor Agency for any existing development agreements previously under the Redevelopment Agency per City of Folsom Resolution 8891; and WHEREAS, the disposition of all property under the DDA by the Agency to the Developer has occurred as approved by Folsom Successor Agency Oversight Board Resolution No. 014- FSAOB; and
WHEREAS, the Developer has completed construction on the first building of the site (Folsom Roundhouse), is ready to commence construction of the second building (Granite House); and has proceeded with planning the development of remaining Mixed-Use Sites (now called the “Historic Folsom Station”); and
WHEREAS, changes in conditions have prompted the need for changes to the DDA affecting development of the Mixed-Use Sites, in particular removing references to the Redevelopment Agency, disposition, and overall project timeline; and

10/13/2026 Item No.4.

Ordinance No. 1378

WHEREAS, the proposed amendments to the DDA have been incorporated into a proposed Second Amended and Restated Development Agreement (the “Second Amended and Restated DA”); and
WHEREAS, an Initial Study/Mitigated Negative Declaration (the "Mitigated Negative Declaration") was prepared for the Folsom Historic Railroad Block 1997 Urban Design Master Plan project area in accordance with the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; “CEQA”) and the CEQA Guidelines (Cal. Code of Regulations Section 15000 et seq.; “CEQA Guidelines”), and on December 9, 1997, the City Council, as the lead agency, adopted the Mitigated Negative Declaration and a Mitigation Monitoring Plan; and WHEREAS, in connection with modifications made to the public plaza, including relocation of an engine display building, adding sound and lighting systems to the public amphitheater and relocating the amphitheater within the public plaza site, the City of Folsom prepared a second addendum to the Mitigated Negative Declaration (the “Second Addendum”), which was approved by the City of Folsom Historic District Commission on March 5,2008, and concluded that the modifications are within the scope of the previously adopted Mitigated Negative Declaration, and
WHEREAS, Section 21166 of CEQA and Section 15162(a) of the CEQA Guidelines state that following the certification of an environmental impact report or approval of a negative declaration, no subsequent environmental review shall be required unless substantial changes are proposed in the project, substantial changes occur with respect to the circumstances under which the project is undertaken, or new information of substantial importance becomes available; and WHEREAS, pursuant to the authority in Sections 65864 through 65869.5 of the Government Code, the City Council, following a duly notified public hearing on September 22, 2026, approved the Second Amended and Restated Development Agreement by and between the City of Folsom and Folsom Railroad Block Developers, LLC Relative to the Historic Folsom Station; and
WHEREAS, all notices have been given at the time and in the manner required by State Law and the Folsom Municipal Code.

NOW, THEREFORE, the City Council of the City of Folsom hereby does ordain as follows:

SECTION 1 FINDINGS
A. The above recitals are true and correct and incorporated herein by reference.

B. The City finds in adopting this Agreement:
(1) the original redevelopment disposition process was substantially completed through the post-dissolution conveyance process in or around December 2014, when all four Mixed-Use Parcels were conveyed to the Developer;

10/13/2026 Item No.4.

Ordinance No. 1378

(2) no new redevelopment property is being conveyed by this Agreement; (3) no new redevelopment subsidy is being granted;
(4) the Project has remained continuously active since execution of the original DDA; and
(5) this Agreement is intended to implement, update, and complete an existing, partially-completed redevelopment-derived project, and preserves rather than eliminates the core public-benefit framework that originally justified redevelopment participation.

C. The Second Amended and Restated DA is consistent with the objectives, policies, general land uses and programs specified in the City’s General Plan and the Folsom Zoning Code.

D. The Second Amended and Restated DA is in conformity with public convenience, general welfare, and good land use practices.

E. The Second Amended and Restated DA will not be detrimental to the health, safety, and general welfare of persons residing in the immediate area, nor be detrimental or injurious to property or persons in the general neighborhood or to the general welfare of the residents of the City as a whole.

F. The Second Amended and Restated DA will not adversely affect the orderly development of property or the preservation of property values.

G. The Second Amended and Restated DA has been prepared in accordance with, and is consistent with, Government Code Sections 65864 through 65869.5, and City Council Resolution No. 2370.

H. All notices have been given at the time and in the manner required by State Law and the Folsom Municipal Code.

I. The environmental impact of the development of the Railroad Block pursuant to the Second Amended and Restated DA has been previously studied by the Mitigated Negative Declaration, the First Addendum and the Second Addendum; none of the circumstances described in Section 15162(a) of the CEQA Guidelines exist that would require preparation of a subsequent environmental impact report; and development of the Railroad Block pursuant to the Second Amended and Restated DA will not cause a significant effect on the environment because the mitigation measures adopted with the Mitigated Negative Declaration have been included as part of the Second Amended and Restated DA and reduce any potential impacts to an insignificant level. From an environmental perspective, no substantial changes to the project requiring further environmental review have been proposed.

10/13/2026 Item No.4.

Ordinance No. 1378

SECTION 2 APPROVAL OF AMENDMENT TO DEVELOPMENT AGREEMENT The Mayor is hereby authorized and directed to execute the Second Amended and Restated Development Agreement by and between the City of Folsom and Folsom Railroad Block Developers, LLC Relative to the Historic Folsom Station in substantially the form attached to the staff report accompanying this Ordinance on behalf of the City after the effective date of this Ordinance.

SECTION 3 SEVERABILITY
If any section, subsection, sentence, clause, or phrase in this Ordinance or any part thereof is for any reason held to be unconstitutional, invalid, or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council declares that it would have passed each section irrespective of the fact that any one or more section, subsection, sentence, clause, or phrase be declared unconstitutional, invalid, or ineffective.

SECTION 4 EFFECTIVE DATE
This ordinance shall become effective thirty (30) days from and after its passage and adoption, provided it is published in full or in summary within twenty (20) days after its adoption in a newspaper of general circulation in the City.

This ordinance was introduced and the title thereof read at the regular meeting of the City Council on September 22, 2026 and the second reading occurred at the regular meeting of the City Council on October 13, 2026.

On a motion by Councilmember seconded by Councilmember
___________ , the foregoing ordinance was passed and adopted by the City Council of the City of Folsom, State of California, this 13th day of October, 2026, by the following roll-call vote:

AYES: Councilmember(s):

NOES: Councilmember(s):

ABSENT: Councilmember(s):

ABSTAIN: Councilmember(s):
__________________________________
Justin Raithel, MAYOR
ATTEST:
______________________________
Christa Freemantle, CITY CLERK

10/13/2026 Item No.4.

Attachment 2

10/13/2026 Item No.4.
(SPACE ABOVE THIS LINE RESERVED FOR

RECORDER'S USE)
Second Amended and Restated Development Agreement
by and between
City of Folsom
and
Folsom Railroad Block Developers, LLC

HISTORIC FOLSOM STATION

CITY CLERK CITY OF FOLSOM
50 NATOMA STREET
FOLSOM, CALIFORNIA 95630Attn:

FOR THE BENEFIT OF THE CITY OF

FOLSOM PURSUANT TO GOVERNMENT
CODE §6103

RECORDING REQUESTED BY AND
WHEN RECORDED, MAIL TO:

10/13/2026 Item No.4.

SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT
by and between

CITY OF FOLSOM
and

FOLSOM RAILROAD BLOCK DEVELOPERS, LLC
Historic Folsom Station

10/13/2026 Item No.4.
i

TABLE OF CONTENTS
100 DEFINITIONS .................................................................................................................13 101. Definitions................................................................................................................9 200. CITY IMPROVEMENTS AND CONVEYANCE OF THE SITE ...............................13 201. Public-Use Site .......................................................................................................13 201.1 City Improvements.....................................................................................13 201.2 Conveyance of Public-Use Site and Assignment of Agency Interests.......13 202. Purchase and Sale of Mixed-Use Parcels................................................................13 202.1 Purchase and Sale.......................................................................................13 203. Environmental Covenants.......................................................................................15 203.1 Environmental Covenants Remain in Perpetuity..............................................16 203.2 Developer Precautions After Closing................................................................16 203.3 Required Disclosures After Closing..................................................................16 203.4 Developer Indemnity..........................................................................................16 203.5 No Modification or Waiver................................................................................16 203.6 Survival ...............................................................................................................17 300 DEVELOPMENT OF THE MIXED-USE PARCELS..................................................17 301. Scope of Development............................................................................................17 301.1 Developer's Obligation to Construct Improvements...................................17 302. Design Review........................................................................................................17 302.1 Basic Concept Drawings............................................................................17 302.2 Design Development Application ...............................................................17 302.3 Revisions....................................................................................................17 302.4 Substantial Change.....................................................................................18 302.5 Defects in Plans..........................................................................................19 303. Land Use Approvals...............................................................................................19 303.1 Granite House Project Plans ......................................................................19 304. Amended Schedule of Performance........................................................................20 305. Cost of Construction ...............................................................................................20 306. Insurance Requirements..........................................................................................20 307. Indemnity ...............................................................................................................21 308. Rights of Access.....................................................................................................21 309. Compliance With Laws...........................................................................................21

10/13/2026 Item No.4.
ii
310. Nondiscrimination in Employment..........................................................................22 310.1 Taxes and Assessments..............................................................................22 310.2 Liens and Stop Notices...............................................................................22 311. Release of Construction Covenants.........................................................................23 400. COVENANTS AND RESTRICTIONS...........................................................................24 401. Use of Mixed-Use Parcels.......................................................................................24 402. Use and Operation Covenants.................................................................................25 403. Affordable Housing ................................................................................................26 403.1 Affordable Units ........................................................................................26 403.2 Selection of Qualified Renters/Buyers .......................................................26 403.3 Income of Renters/Buyers..........................................................................26 403.4 Documentation ...........................................................................................27 403.5 Best Efforts to Rent/Sell Affordable Units.................................................27 404. CC&Rsfor Residential Units.................................................................................27 405. Maintenance Covenants; Reserved Parking; Mutual Rights of Access and Use of the Railroad Block During Construction; Reciprocal Easement Agreement ........28 405.1 Maintenance of Mixed-Use Parcels............................................................28 405.2 Maintenance of Public-Use Site .................................................................28 405.3 Reserved Parking .......................................................................................28 405.4 Mutual Rights of Access and Use of the Railroad Block During Construction ...............................................................................................28 405.5 Reciprocal Easement Agreement ...............................................................29 405.6 Air Space Easements..................................................................................29 405.7 Public Restrooms on Mixed-Use Parcel E .................................................29 406. Nondiscrimination Covenants.................................................................................29 407. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction....................................................................................31 500. DEFAULTS AND REMEDIES.......................................................................................31 501. Default....................................................................................................................31 502. Institution of Legal Actions ....................................................................................32 503. Acceptance of Service of Process ...........................................................................32 504. Rights and Remedies Are Cumulative ....................................................................32 505. Inaction Not a Waiver of Default............................................................................32 506. Applicable Law.......................................................................................................32 600. GENERAL PROVISIONS ..............................................................................................32

10/13/2026 Item No.4.
iii
601. Notices, Demands and Communications Between the Parties.................................32 602. Enforced Delay; Extension of Times of Performance .............................................33 603. Transfers of Interest in Mixed-Use Parcels or Agreement.........................................33 603.1 Prohibition..................................................................................................33 603.2 Permitted Transfers....................................................................................34 603.3. City Consideration of Requested Transfer................................................34 603.4. Successors and Assigns..............................................................................35 603.5 Assignment by City....................................................................................35 604. Non-Liability of Officials and Employees of the City .............................................35 605. Relationship Between City and Developer..............................................................35 606. City Approvals and Actions....................................................................................35 607. Counterparts...........................................................................................................35 608. Integration ..............................................................................................................35 609. Attorneys' Fees........................................................................................................36 610. Titles and Captions.................................................................................................36 611. Interpretation ..........................................................................................................36 612. No Waiver..............................................................................................................36 613. Modifications..........................................................................................................36 614. Severability.............................................................................................................36 615. Computation of Time..............................................................................................36 616. Legal Advice ..........................................................................................................37 617. Time of Essence .....................................................................................................31 618. Cooperation ............................................................................................................31 619. Conflicts of Interest ................................................................................................37 620. Date of Agreement..................................................................................................37

10/13/2026 Item No.4.
iv
Attachments
Attachment No. 1 Legal Description of the Railroad
Attachment No. 2 Map of the Railroad Block
Attachment No. 3 Master Conceptual Plan
Attachment No. 4 Scope of Development
Attachment No. 5 Legal Description of the Mixed-Use Parcels Attachment No. 6 Intentionally Omitted
Attachment No. 7 Schedule of Performance
Attachment No. 8 Form ofRelease ofConstruction Covenants

10/13/2026 Item No.4.
1 DEVELOPMENT AGREEMENT
(Historic Folsom Station)
THIS SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT (this "Agreement") is entered into by and between the CITY OF FOLSOM, a charter city and a municipal corporation (the “City”), and FOLSOM RAILROAD BLOCK DEVELOPERS, LLC, a Delaware limited liability company (the "Developer").

RECITALS
The following recitals are a substantive part of this Agreement:

A. The real property subject to this Agreement is commonly known as the Railroad Block, consisting of approximately 4.9 acres within the Folsom Historic District, more particularly described in Attachment No. 1 and shown on Attachment No. 2 (the "Railroad Block"). The master conceptual plan and development guidelines for the site were originally approved pursuant to Resolution No. 207-R, dated June 8, 2004 ("Master Conceptual Plan"), attached hereto as Attachment No. 3.

B. The complex project history described in more detail in these recitals originated with a Disposition and Development Agreement executed on October 20, 2006 ("Original DDA") by and between the Developer and the former Redevelopment Agency of the City of Folsom ("Agency"), which was subsequently amended and restated on March 8, 2011 ("Amended and Restated DDA") to guide the public-private development of the Railroad Block.

C. Following the statutory dissolution of the Agency in 2011 under Assembly Bill x1 26, the City elected to serve as the Successor Agency. As described in more detail below, on December 24, 2014, fee title to the four reconfigured private development parcels (Parcels A, C, D, and E, collectively the "Mixed-Use Parcels") was formally conveyed to the Developer via a post-dissolution transfer framework approved by the California Department of Finance.

Concurrently therewith, the parties recorded a Grant Deed, Restrictive Covenant, and an Easement and Maintenance Agreement assigning the former Agency's surviving rights and enforcement obligations to the City.

D. The public and private components of the broader site plan have progressed in phases.

The City completed the primary public plaza and streetscape enhancements on the retained balance of the site (the "Public-Use Site"). On the Mixed-Use Parcels, the Developer successfully completed construction and commercial build-out of the building on Mixed-Use Parcel D (the "Roundhouse") in 2019–2020. Additionally, on March 14, 2018, the parties recorded a temporary easement agreement permitting the City to position a temporary public restroom structure on a portion of Mixed-Use Parcel E pending future phase construction.

E. To address macroeconomic changes and ensure structural project feasibility, the Developer applied for a design modification for the unbuilt building on Mixed-Use Parcel C ("Granite House"), which was recommended for approval by the Historic District Commission on October 2, 2024 under Project No. DRCL24-00191. This design modification reallocated space previously designated for internal parking into active retail and office uses.

F. As is more fully set forth in this Agreement, the Developer will finance and undertake

10/13/2026 Item No.4.
2 the development, operation and maintenance of improvements on the Mixed-Use Parcels, consisting of office, retail, restaurant, and residential uses (the "Developer Improvements"), and the City has financed and undertaken the development of public improvements on the Public-Use Site, consisting of public plaza and streetscape improvements (the "City Improvements"). The Developer Improvements and the City Improvements are collectively referred to herein as the "Historic Folsom Station Project." The residential component of the Developer Improvements requires that the Developer comply with the affordable housing requirements set forth herein.

G. The development of the Mixed-Use Parcels by the Developer, and the improvement of the Railroad Block by the City and the Developer pursuant to the terms of this Agreement, are in the vital and best interests of the City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the redevelopment of the Railroad Block is being undertaken.

H. The City finds that in adopting this Agreement: (1) the original redevelopment disposition process was substantially completed through the post-dissolution conveyance process in or around December 2014, when all four Mixed-Use Parcels were conveyed to the Developer; (2) no new redevelopment property is being conveyed by this Agreement; (3) no new redevelopment subsidy is being granted; (4) the Project has remained continuously active since the original DDA; and (5) this Agreement is intended to implement, update, and complete an existing, partially-completed redevelopment-derived project, and preserves rather than eliminates the core public-benefit framework that originally justified redevelopment participation.

J. Historic Folsom Station Project History:

1. Development of the Historic Folsom Station Project was previously considered in the Folsom Historic Railroad Block 1997 Urban Design Master Plan (the "1997 Urban Design Master Plan"). Pursuant to the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; "CEQA") and its implementing guidelines (14 Cal. Code Regs. Section 15000 et seq.; "CEQA Guidelines"), an initial study was performed, which determined that a mitigated negative declaration (the "Initial Study/Mitigated Negative Declaration") should be adopted for the 1997 Urban Design Master Plan. The City of Folsom adopted the 1997 Urban Design Master Plan and the Initial Study/Mitigated Negative Declaration on December 9, 1997.

2. Following the adoption of the 1997 Urban Design Master Plan, the City undertook the construction of Lake Natoma Crossing, which included creating a grade level separation between Folsom Boulevard and Leidesdorff Street with a block-long 'lid' overcrossing. Lake Natoma Crossing was completed in 1999.

3. In 2000, the Agency issued a Request for Proposals for the Railroad Block.

After reviewing several proposals, the Agency selected Developer to redevelop the Railroad Block.

4. After receiving and reviewing two development proposals for the Railroad Block from the Developer, in 2003, the Agency determined that a public outreach effort

10/13/2026 Item No.4.
3 was necessary in order to provide guidance to the Developer beyond what had been presented in the 1997 Urban Design Master Plan. A series of community workshops to discuss development concepts for the Railroad Block culminated in the preparation of a master conceptual plan and development guidelines for the Railroad Block that would combine a mixed-use development with a large public plaza area. The master conceptual plan and development guidelines were approved by the Agency pursuant to Resolution No. 207-R, dated June 8, 2004 ("Master Conceptual Plan"). A copy of the Master Conceptual Plan is attached hereto as Attachment No. 3, and incorporated herein.

5. Development of the Railroad Block pursuant to the Master Conceptual Plan was determined to be within the scope of the Initial Study/Mitigated Negative Declaration adopted for the 1997 Urban Design Master Plan of the Railroad Block, pursuant to an addendum to the Initial Study/Mitigated Negative Declaration prepared by the City and approved by the City on January 24, 2006 (the "2006 Addendum to the IS/MND").

Federal funding was obtained for the public plaza component of the Master Conceptual Plan, which required separate review of the public plaza pursuant to the National Environmental Policy Act (42 U.S.C. Section 4321 et seq.) and its implementing guidelines (40 C.F.R. Section 1500 et seq.). On April 11, 2006, the Federal Transit Administration approved a categorical exclusion from NEPA for the public plaza portion of the Master Conceptual Plan.

6. Following approval of the Master Conceptual Plan, the Agency and Developer restarted negotiations regarding the development of the Railroad Block pursuant to the guidelines of the Master Conceptual Plan. In October 2006, Bernau Development Corporation joined the Developer.

7. On October 20, 2006, the Agency and the Developer entered into a Disposition and Development Agreement (the "Original DDA") providing for the development of the Railroad Block. The Original DDA identified three non-contiguous parcels within the Railroad Block as parcels designated for private development, required the Developer to acquire all three parcels in a single purchase transaction, and set forth a schedule for the development of the Railroad Block. Under the Original DDA, Developer was to construct three buildings, one on each of the three non-contiguous parcels, and Agency was to construct the Public Parking Garage and a public plaza.

8. Prior to the execution of the Original DDA, the City and Agency completed two public works projects adjacent to the Railroad Block: the realignment of Reading Street (which forms the southern boundary of the Railroad Block) and the construction of the light rail plaza for the Folsom Historic District Light Rail Station (located across Reading Street from the Railroad Block), which were both completed in October 2005.

9. The Agency commenced construction of the Public Parking Garage in December 2006. Completion of the Public Parking Garage was a condition precedent under the Original DDA to the close of escrow of the sale of the three parcels to the Developer. Construction of the Public Parking Garage was completed in April 2008.

10. In February 2007, the Developer prepared and submitted to the Historic District Commission of the City of Folsom (the "Historic District Commission") its designs for

10/13/2026 Item No.4.
4 four buildings on three non-contiguous parcels within the Railroad Block. The Developer's design plans were approved by the City on June 6, 2007. The Developer submitted its construction plans for all four buildings of the Developer's proposed improvements in November 2007.

11. After discussions with the Developer during Spring 2007, the Agency began redesigning the public plaza to include an amphitheater that would include a sound system, seating for performances and could be fenced off from the rest of the public plaza; prior conceptual designs of the public plaza had included a less formal amphitheater. The new amphitheater incorporated certain design elements in order to meet standards set by the City's Noise Ordinance, which also required certain additional sound dampening measures for the Developer's proposed buildings. A noise impact study was performed by The Acoustics & Vibration Group, Inc., in February 2008 (the "TAVG Noise Impact Study") that determined limitations for the amphitheater as well as specifications for Developer's buildings in compliance with the City's Noise Ordinance.

12. The public plaza design changes necessitated a review of prior environmental reviews pursuant to CEQA and NEPA. The Agency prepared a second addendum to the Initial Study/Mitigated Negative Declaration for the 1997 Urban Design Master Plan, dated February 14, 2008 (the "2008 Addendum to the ISMND"), which determined that the public plaza modifications were within the scope of the Initial Study/Mitigated Negative Declaration for the 1997 Urban Design Master Plan. The City approved the redesigned public plaza design on March 5, 2008. A categorical exclusion for the redesigned public plaza was approved by the California Department of Transportation (which had been delegated authority over the project by the Federal Transit Administration) on December 23, 2008.

13. In early 2008 the Developer obtained a geotechnical study from the Youngdahl Consulting Group, Inc. ("Youngdahl"), dated March 17, 2008, which focused primarily on the proposed parcels to be acquired by Developer (the "2008 Youngdahl Soils Analysis"). The 2008 Youngdahl Soils Analysis found that the soils of the portions of the Railroad Block would need to be over excavated and replaced with engineered fill beyond what had been anticipated in order to support the Developer's proposed buildings.

14. In June 2008, based on the TAVG Noise Impact Study and the 2008 Youngdahl Soils Analysis, the Developer resubmitted plans for the Developer's first planned building, known as the "Granite House" on the proposed parcel to be conveyed to Developer, defined as Parcel D in the Original DDA, and as Parcel C in this Agreement.

15. By Fall 2008, as a result of the further planning of the Railroad Block by both the Agency and the Developer, the Agency and Developer were in the process of preparing substantive amendments to the Original DDA. However, at the same time the Developer desired to enter onto the Railroad Block to perform certain site preparation work needed for the development of the Granite House; if the site preparation work was delayed until the anticipated approval of the amendments of the DDA, construction of the Granite House would be substantially delayed. To permit the

10/13/2026 Item No.4.
5 Developer to enter onto the Railroad Block and begin construction prior to acquiring the Granite House property, the Agency and Developer entered into an Implementation Agreement dated October 13, 2008 (the "Implementation Agreement"),, which authorized the Developer to enter upon the Railroad Block to perform certain site preparation work pursuant to rough grading plans for the Granite House property approved by the City on October 10, 2008. The Implementation Agreement also authorized financial assistance to the Developer in the amount of $250,000 (the "Housing Assistance") in exchange for the Developer's commitment to provide six (6) units of affordable housing as part of the development of the Railroad Block, which commitment and Housing Assistance are now more specifically provided for in Section 403.1 of this Agreement. The Developer completed the site preparation work by November 2008.

16. The real estate appraisal firm of Seevers, Jordan and Ziegenmeyer ("Seevers") completed an initial appraisal of the Granite House parcel in October 2008. After review by both the Agency and Developer, it was determined that a peer review of the Seevers appraisal of the Granite House parcel was necessary. In March 2009, the Agency contacted the firm of Bender Rosenthal, Inc.("Bender"), to prepare a peer review; it was instead determined to be more cost effective to have Bender prepare a second appraisal of the Granite House property, which was completed on May 3, 2009.

17. The Developer's building permit for the Granite House property was ready for issuance in June 2009.

18. Based on the results of the 2008 Youngdahl Soils Analysis, the Agency requested that Youngdahl prepare a new soils analysis for the public plaza improvements, which was completed on July 31, 2009 (the "2009 Youngdahl Soils Analysis"). The 2009 Youngdahl Soils Analysis found that the soil beneath the public plaza would need to be excavated and replaced with engineered fill in order to support the planned hardscape of the public plaza to an extent far greater than had been previously anticipated based on earlier soils analyses. The Agency retained the firm of Kleinfelder to perform a peer review of the 2008 Youngdahl Soils Analysis and the 2009 Youngdahl Soils Analysis, which was completed in September 2009 and concurred with the Youngdahl Soils Analyses. The Agency subsequently began working with responsible governmental entities to revise construction plans for the public plaza.

19. In July 2009, the Agency publicly advertised its Sutter Street Streetscape Project for construction bids. The Sutter Street Streetscape Project involved the removal of medians and trees, relocating traffic lanes, making certain drainage improvements, creating limited on-street parking and delivery areas, removing certain shed roofs and widening sidewalks to accommodate shoppers, outdoor cafes and shade trees along Sutter Street and portions of cross streets, including the portion of Sutter Street that serves as the eastern boundary of the Railroad Block. All bids received by the Agency in July 2009 were rejected as being too expensive. A second round of bidding occurred in December 2009, and the Agency accepted a bid in January 2010.

Construction of the Sutter Street Streetscape Project improvements began in February 2010 and were completed in May 2011.

10/13/2026 Item No.4.
6 20. On April 29, 2010, the Parcel Map for Historic Folsom Station, Subdivision No.

PN 07-485 was recorded in Book 910402, at page 1151 of the official records of Sacramento County creating private development parcels A, C, D and E and public parcel B. The assessor parcel numbers for these are: 070-0052-022-0000 (Parcel A – Leidesdorff Building); 070-0052-024-0000 (Parcel C – Granite House); 07000520250000 (Parcel D - Roundhouse); 070-0052-026-0000 (Parcel E – Sutter Row) and 070-0052-023-0000 (Parcel B – Public Plaza). In light of current conditions and the further planning and decisions of the parties, the City and Developer reconfigured the three private development parcels into four parcels and have determined that a phased approach to the purchase and development of the private development parcels is now appropriate.

21. In the spring of 2010, as mobilization, staging, demolition and construction commenced for the Sutter Street Streetscape Project, the Agency and Developer agreed to delay construction of the Granite House to avoid exacerbating the significant construction impacts to Historic District businesses. Additionally, since the plaza improvements would be required for occupancy of the Granite House, it was also agreed that construction of Granite House should not begin until construction commenced for the Historic Folsom Station Plaza Improvements.

22. In December 2010, the City accepted a bid for construction of the public plaza, which includes substantial archeological investigation and earthwork to commence in spring 2011. Except for lighting and landscaping the public plaza improvements were completed in April 2012.

23. To summarize, since the Original DDA was adopted in 2006, the following events had taken place by December 2010:|
February 2007: Developer submits design documents
June 2007: HDC approves Developer design documents
November 2007: Developer submits building plans
February 2008: TAVG Noise Impact Study completed
March 2008: 2008 Youngdahl Soils Analysis completed
April 2008: Public Parking Garage opens
June 2008: Developer re-submits Granite House building plans October 2008: Seevers appraisal of Granite House property completed October 2008: Implementation Agreement executed
Agency provides payment of $250,000 in Housing
Assistance to Developer
November 2008: Rough grading of Granite House property completed May 2009: Bender appraisal of Granite House property completed June 2009: Granite House building permit ready for issuance July 2009: 2009 Youngdahl Soils Analysis completed

10/13/2026 Item No.4.
7 September 2009: Kleinfelder Peer Review of Youngdahl Soils Analyses completed
December 2009: Sutter Street Streetscape Project advertised for bids February 2010: Sutter Street Streetscape Project construction begins December 2010: Public Plaza construction bid awarded

24. In January of 2011, the Governor of the State of California proposed statewide elimination of redevelopment agencies (RDAs) beginning with the fiscal year (FY) 2011-12 State budget.

25. On March 8, 2011, the Amended and Restated Disposition and Development Agreement (DDA) was executed by the Developer, Folsom Railroad Block Developers, LLC, and the Seller, the Redevelopment Agency of the City of Folsom.

By that time, the Developer had already completed the Granite House building pad grading, construction drawings for the Granite House were ready for issuance, the Developer had obtained a Public Report from the California Department of Real Estate, and successfully marketed and received purchase deposits from qualified buyers for 75% of the loft condominiums as required by the Developer’s lender.

26. On June 28, 2011, the Governor’s proposal to dissolve redevelopment agencies was incorporated into Assembly Bill 26 (ABX1 26, Chapter 5, Statutes of 2011, First Extraordinary Session), which was passed by the Legislature, and signed into law by the Governor. As a result of that change to state law, Folsom Railroad Block Developers, LLC was not allowed to proceed with acquisition of the parcel and development of the Granite House until the Successor Agency and the State Department of Finance ratified the development agreement, reappraised the parcels and allowed the sale to proceed. Since the Redevelopment Agency of the City of Folsom was no longer in existence and the Successor Agency would be merged with other area Successor Agencies over time, the City of Folsom and the Developer agreed that it was in their mutual best interest for the Developer to acquire all four parcels initially rather than wait to acquire each parcel immediately prior to commencement of construction of each building.

27. On August 23, 2011, the City of Folsom elected to become the Successor Agency.

28. On February 1, 2012, after a period of litigation, redevelopment agencies were officially dissolved, and assets transferred to successor agencies.

29. On June 27, 2012, AB1484 passed clarifying the dissolution process and requirements for Successor Agencies.

30. On January 9, 2013, via Resolution No. 14-FSAOB, Folsom’s Successor Agency approved the sale and disposition of the Mixed-Use Parcelsto the Folsom Railroad Block Developers, LLC pursuant to Enforceable Obligation (DDA).

10/13/2026 Item No.4.
8 31. On December 23, 2013, the California Department of Finance issued a final determination letter approving Folsom’s Successor Agency’s Long Range Property Management Plan, which includes the Mixed-Use Parcels.

32. While the developer had obtained all land use and other discretionary entitlements, permits and approvals from the City and any other governmental agency applicable to the development of the Mixed-Use Parcels and submitted complete construction plans (i.e. civil, landscaping, and building) for development of the MixedUse Parcels to the City (see Schedule of Performance, Attachment 7, DOA), the Developer and the City needed to complete additional items on the Schedule of Performance to prepare for the Developer's acquisition of all four parcels. The additional items below were completed by December 2014:
a. Escrow Opened.
b. Agency (now Successor Agency) gives appraiser direction to proceed to prepare complete appraisal of the Mixed-Use Parcels.
c. Developer submits Evidence of Financing.
d. Developer Submits Air Space Easements for Mixed-Use Parcels. e. Appraiser completes appraisal of the Mixed-Use Parcels. f. Agency (now Successor Agency) Approves Developer's Evidence of Financing.
g. Agency (now Successor Agency) Approves Developer’s Air Space h. Easements for the Mixed-Use Parcels.
i. Close Escrow for Mixed-Use Parcels.
33 On January 29, 2014, Bender Rosenthal completed an updated appraisal of the four private development parcels for the Successor Agency completing items 2 and 5 of the Schedule of Performance from the 2011 First Amended and Restated DDA.

34. In December 2014, escrow was opened, the Developer deposited funds, the title company sent confirmation of funding to the Successor Agency, and the Developer closed on all four Mixed-Use parcels on December 24, 2014, completing items 1, 3, 6, and 8.

35. Concurrently with closing on December 24, 2014, the Easement and Maintenance Agreement between the City of Folsom and Folsom Railroad Block Developers, LLC was recorded to complete items 4. and 7. above.

36. The Developer acknowledged and agreed that the City had undertaken engineering costs a portion of which were attributable to the Developer Improvements and that the Developer'sshare of the engineering costs was $65,980.00, as described in City Resolution No. 261-R adopted on May 22, 2007. The Developer reimbursed the Developer's share of the engineering costs to the City, at the Closing of the Mixed-Use Parcels on December 24, 2014.

37. In addition to items 1-8 on the Schedule of Performance, the City of Folsom and the

10/13/2026 Item No.4.
9 Developer recorded a Grant Deed and Restrictive Covenant on December 24, 2014. The Grant Deed and Restrictive Covenant assigned all rights of the Agency provided for in the DDA to be transferred to the City of Folsom as expressly provided in Section 603.5 of the DDA. Also, the Grant Deed and Restrictive Covenant set forth the uses and types of businesses that shall not be permitted on the Mixed-Use Parcels by the owners, occupants or tenants of the parcels and other conditions and provisions of the DDA.

38. The Developer and Scott's Seafood, the Roundhouse anchor tenant, executed a lease for the first level of the Roundhouse in June 2015. As a result, City and Developer agreed to change the order of the development for the Mixed-Use Parcels so that the Roundhouse site (Mixed-Use Parcel D) could be developed first. Since the building codes had changed since the Roundhouse plans were originally submitted to the City of Folsom, the Developer was required to prepare and submit new plans. Both the Roundhouse building shell plans, and the Scott's Seafood tenant improvement plans were completed and submitted to the City of Folsom in 2016 and approved for issuance in 2017. The Developer commenced construction of the Roundhouse in late 2017.

39. In 2018, the Developer executed a lease with Willamette Wineworks for a portion of the Roundhouse and Willamette prepared and submitted tenant improvement plans to the City of Folsom.

40. In January 2019, the Developer completed the building shell and Scott's Seafood and Willamette Wineworks commenced tenant improvements. In the midst of the pandemic, Willamette and Scott's Seafood opened in February and July 2020, respectively.

41. On February 26, 2018, the City of Folsom and the Developer executed an Easement and Maintenance Agreement so the City of Folsom could place, on a temporary basis, a manufactured restroom facility on a portion of the Developer’s Parcel E. There are two easements covered by the agreement, a 5’ x 20’ easement for placement of a two-restroom building with one toilet and sink each and a 10’ wide easement extending from the rear center of the temporary restroom to the existing electrical meter. The easements shall continue until commencement of construction of the Sutter Row building or until termination by the City of Folsom, whichever occurs first. This agreement was recorded in the official records of Sacramento County on March 14, 2018, Document #210803140370.

42. Because multiple standard building code updates had occurred since building permits for the Granite House were ready for issuance in June 2009, the City of Folsom required the Developer to prepare and submit new construction drawings for the Granite House. Given the pandemic, the new plans were completed and submitted to Folsom’s Building Department in 2022, and the City of Folsom approved the plans for issuance in 2023. After bidding was complete, the construction cost and fees had increased over 65% from the cost in 2011 and Developer represented to the City that condo values and retail rents had not increased commensurately. Value engineering could not yield the savings necessary to make the Granite House financially feasible. To address this Developer proposed to City to convert the non-revenue generating parking space in the Granite House to retail and office to support the higher construction cost

43. July 5, 2024, the Developer applied to the City of Folsom for the proposed change. On October 2, 2024, the Historic District Commission recommended approval to the City Council

10/13/2026 Item No.4.
10 for the Granite House Modification Project (DRCL24-00191), changing the parking to retail and office uses including exterior revisions to the building elevations to accommodate the modification.

44. Pursuant to the terms of the DDA, on September 30, 2024, the City of Folsom and the Developer agreed to amend Attachment No. 7, Schedule of Performance to extend the commencement and completion dates of the Developer improvements of the remaining three parcels at Historic Folsom Station including the Granite House, Sutter Row and the Leidesdorff buildings.

45. On April 25, 2025, the Developer submitted revised building plans for the Granite House to the City of Folsom for plan review reflecting the modification that had been recommended for approval to the City Council by the Historic District Commission. On June 11, 2025, the Developer received the first round of plan check comments from the City of Folsom. On July 25, 2025, the Developer submitted responses and/or corrections. On October 9, 2025, the Developer received the second round of plan check comments from the City of Folsom. On November 14, the Developer submitted responses and/or corrections. On November 21, 2025, the City approved the building and structural review. On January 15, 2026, the Developer received a third round of engineering comments. On January 22, 2026, the Developer submitted engineering responses and/or corrections. On April 16, 2026, City approved the Granite House Site Improvement Plans, and the Developer obtained grading permit consistent with the original approved and pending plans.

46. This Agreement amends, restates and supersedes in their entirety both the Original DDA, the Amended and Restated DDA and the Implementation Agreement, and is designed to achieve the co- development of the Railroad Block by the City and the Developer in a coordinated and comprehensive manner.

47. To summarize, since adoption of the Amended and Restated DDA in March 2011, the following events have taken place:

April 2011 City commences construction of Historic Folsom Station Public Plaza May 2011 City completes Sutter Street Streetscape project June 2011 Folsom Redevelopment Agency was terminated
Developer not allowed to acquire and develop Mixed-use parcels April 2012 Historic Folsom Station Public Plaza construction substantially complete January 2013 Successor Agency approved sale and disposition to Developer subject to State approval
December 2013 State approves Successor Agency's Long Range Property Management Plan, including the sale and disposition of the Mixed-Use Parcels to Developer
January 2014 Appraisal completed of Mixed-use parcels for Successor Agency December 2014 Developer and City complete and record the Easement and Maintenance Agreement
Escrow is opened

10/13/2026 Item No.4.
11 Developer deposits funds for purchase of the four Mixed-Use Parcels Developer deposits funds to reimburse Agency for share of engineering costs
Sale of Mixed-use parcels close
June 2015 Developer and Scott's Seafood execute Roundhouse lease and Scott's begins tenant improvement (TI) plans
April 2016 Scott's Seafood submits TI plans to City
December 2016 Developer submits updated Roundhouse building shell plans to City May 2017 City approves Scott's Seafood TI plans and Scott's obtains permit (17-939) June 2017 City approves Roundhouse plans and Developer obtains permit (16-4845) December 2017 Developer acquires Kolokotronis and River Rock LLC membership interests
March 2018 Developer and Willamette Valley Vineyards sign Roundhouse lease November 2018 Willamette submits Roundhouse TI plans to the City (18-4628) May 2019 City approves Willamette TI plans and Willamette obtains permit (18- 4628)
February 2020 Willamette Wineworks receives Certificate of Occupancy (C of O) and opens for business
May 2020 Developer signs contract with architect to update Granite House plans July 2020 Scott's Seafood receives C of O and opens for business December 2022 Developer submits updated Granite House plans to City (MULT22-07428) July 2023 City approves Granite House plans for permit
May 2024 After bidding and value engineering, Developer meets with City Manager re: economic viability
July 2024 Developer submits revised first floor plan and elevations to City for Historic District Commission review and recommendation for City Council approval
September 2024 Developer and City Manager revise the Schedule of Performance, pursuant to the terms of the DDA
October 2024 Historic District Commission recommends approval first floor and elevation revisions of the Granite House to the City Council April 2025 Developer submits updated Granite House plans to City (REVS25-04967) March 2026 Developer submits Second Amended and Restated Development Agreement for City review and approval
April 2026 On April 16, 2026, the City approves the Granite House Site Improvement Plans and Developer obtains the grading permit
May 2026 Commencing on May 4, 2026, Developer regrades building pad per approved Site Improvement Plans and re-opens public parking lot on May

10/13/2026 Item No.4.
12 8, 2026

48. As the Historic Folsom Station Project proceeds, the City may also determine to undertake renovations to the SP Depot and the Interpretive Center, provided, however, that nothing in this Agreement shall be deemed or construed to require or obligate the City as to any such renovations.

49. The development of the Mixed-Use Parcels by the Developer, and the improvement of the Railroad Block by the City and the Developer pursuant to the terms of this Agreement, are in the vital and best interests of the City of Folsom (the "City") and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the redevelopment of the Railroad Block is being undertaken.

10/13/2026 Item No.4.
13 AGREEMENTS
NOW, THEREFORE, the City and the Developer hereby agree as follows:
100. DEFINITIONS
101. Definitions
"Affordable Housing Cost" has the same meaning as defined in Section 50052.5 of the Health and Safety Code.
"Affordable Rent" has the same meaning as defined in Section 50053 of the Health and Safety Code.
"Affordable Units" means residential units affordable to persons and families of moderate income as defined by Health and Safety Code Section 50093, in accordance with Section 403 hereof.
"Agency" means the Redevelopment Agency of the City of Folsom, a public body, corporate and politic, which exercised governmental functions and powers and organized and existed under Chapter 2 of the California Redevelopment Law (“CRL”), and any assignee of or successor to its rights, powers and responsibilities. The Agency was terminated in June 2011. "Agreement" means this Second Amended and Restated Disposition and Development Agreement between the City and the Developer. "Basic Concept Drawings" means the drawings attached as Exhibit A to the Scope of Development (Attachment No. 4), as set forth in Section 302.1 hereof. "City" City means the City of Folsom, California.
"City Improvements" means the improvements constructed by the City on the PublicUse Site pursuant to this Agreement, as more particularly described in the Scope of Development (Attachment No. 4).
"City Manager" means the City Manager of the City of Folsom, California. "Date of Agreement" means the date upon which this Second Amended and Restated Development Agreement shall have been signed by the City and Developer, as further defined in Section 620 of this Agreement.
"Default" means the failure of a party to perform any action or covenant required by this Agreement within the time provided herein following notice and opportunity to cure, as set forth in Section 501 hereof.
"Design Development Application" means those plans and drawings to be submitted to the City for its review and approval, pursuant to the terms of this Agreement. "Developer" means Folsom Railroad Block Developers, LLC, a Delaware limited liability company.

10/13/2026 Item No.4.
14 "Developer Improvements" means the new improvements to be constructed by the Developer upon the Mixed-Use Parcels pursuant to this Agreement and all approvals, inspections and permits required for completion of the new improvements, as more particularly described in the Scope of Development (Attachment No. 4).
"Governmental Requirements" means all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the City, or any other political subdivision in which the Railroad Block is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City, the Developer or the Railroad Block.
"Hazardous Materials" means any substance, material, or waste which is or becomes, regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) defined as "hazardous" or "extremely hazardous" pursuant to Title 22 of the California Code of Regulations, Division 4.5, Chapter 11, (ix) designated as "toxic pollutants" pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq. "Historic Folsom Station Project" refers to the Railroad Block and means the development oftheRailroadBlock pursuant to this Agreement consisting of the City Improvements and the Developer Improvements.
"Housing Assistance" meansthe $250,000 paid by the City to the Developer pursuant to the Implementation Agreement.
"Implementation Agreement" means the agreement entered into by the Developer and the Agency on October 13, 2008, in which the Agency (1) permitted the Developer to enter upon the Railroad Block to perform certain site preparation work and (2) provided $250,000 in Housing Assistance to the Developer in exchange for the Developer's commitment to provide six (6) units affordable to persons or families of moderate income. "Map of the Railroad Block" means the map of the Railroad Block that is attached hereto as Attachment No. 2.
"Member" shall mean any of the members of Folsom Railroad Block Developers, LLC, including, without limitation: Bernau Development Corporation, a California corporation

10/13/2026 Item No.4.
15 and Jeremy G. Bernau, an individual.
"Notice" shall mean a notice in the form prescribed by Section 601 hereof. "Public Parking Garage" means the four-story, 315-space public parking garage constructed on the Railroad Block by the Agency and the City. "Reciprocal Easement Agreement" or "REA" means the agreement described in Section 405.5 hereof.
"Redevelopment Plan" means the Redevelopment Plan for the Central Folsom Redevelopment Project, adopted by the City Council of the City of Folsom on November 29, 1983, by Ordinance No. 512, as amended on December 13, 1994, by Ordinance No. 811, and on April 8, 2003, by Ordinance No. 992, and on December 9, 2003, by Ordinance No. 1010, on August 23, 2005, by Ordinance No. 1045, and on October 10, 2006, by Ordinance No. 1065. Redevelopment Agency and its associated plans were formally terminated February 1, 2012. "Release of Construction Covenants" means the document that evidences the Developer's satisfactory completion of the Developer Improvements, as set forth in Section 311 hereof, in the form of Attachment No. 8 hereto.
"RR Turntable" means the historic train turntable located on the Railroad Block. "Schedule of Performance" means the Schedule of Performance (Attachment No. 7) setting out the dates and/or time periods by which certain obligations set forth in this Agreement must be accomplished.
"Scope of Development" means the Scope of Development (Attachment No. 4) describing the scope, amount and quality of development of the Developer Improvements to be constructed by the Developer pursuant to the terms and conditions of this Agreement. 200. CITY IMPROVEMENTS AND CONVEYANCE OF THE SITE
201. Public-Use Site.
201.1. City Improvements. Within the times set forth in the Schedule of Performance (Attachment No. 7) of the Amended and Restated DDA, the Agency or City have developed and constructed the Agency or City Improvements in accordance with the Scope of Development (Attachment No. 4) of the Amended and Restated DDA and asset forth herein. 201.2. Conveyance of Public-Use Site and Assignment of Agency Interests.

Following the completion of the Agency Improvements, the Successor Agency has conveyed the Public-Use Site to the City and assigned to the City its rights and obligations under the REA. 202. Purchase and Sale of Mixed-Use Parcels.
202.1 Purchase and Sale. Developer has completed the purchase of all four of the Mixed-Used Parcels from the Successor Agency in accordance with the terms of the Amended and Restated DDA. For reference to those previous provisions, see the Amended and Restated DDA

10/13/2026 Item No.4.
16 recorded at the Sacramento County Recorder on April 7, 2011 in Book 2011407 at Page 0. 203. Environmental Covenants.
203.1 Environmental Covenants Remain in Perpetuity. The environmental covenants set forth below shall remain in full force and effect in perpetuity and are binding upon the Developer and every successor in interest to the Mixed-Use Parcels or any part thereof, notwithstanding the issuance of any Release of Construction Covenants, or any other event occurring under this Agreement.
203.2 Developer Precautions After Closing. Upon the Closing for a Mixed-Use Parcel, the Developer shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which are located in, on or under the Mixed-Use Parcels.

Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, the Developer shall install and utilize such equipment and implement and adhere to such procedures as are consistent with commercially reasonable standards as respects the disclosure, containment, storage, use, removal and disposal of Hazardous Materials.
203.3 Required Disclosures After Closing. After the Closing for a Mixed-Use Parcel, the Developer shall notify the City, and provide to the City a copy or copies, of all environmental permits, disclosures, applications, entitlements or inquiries relating to the Mixed-Use Parcels, including notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications made pursuant to any Governmental Requirements relating to Hazardous Materials and underground tanks. The Developer shall report to the City as soon as possible after each incident, any unusual or potentially important incidents with respect to the environmental condition of the Mixed-Use Parcels.
203.4 Developer Indemnity. From and after the Closing for a Mixed-Use Parcel, Developer agrees to indemnify, defend and hold City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Mixed-Use Parcel, (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the MixedUse Parcel. This indemnity shall include, without limitation, any damage, liability, fine, penalty, cost or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resources or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment.
203.5 No Modification or Waiver. Nothing in this Agreement shall be construed to modify, limit, waive, or terminate the environmental covenants set forth in this Section 203. To the extent any provision of this Agreement could be interpreted to conflict with the environmental covenants incorporated herein, the environmental covenants shall control.

10/13/2026 Item No.4.
17 203.6 Survival. The obligations set forth in this Section 203 shall survive the termination or expiration of this Agreement, the issuance of a final Release of Construction Covenants, and any transfer of title to any Mixed-Use Parcel, and shall run with the land as covenants appurtenant to the Mixed-Use Parcels for the benefit of the City and the public. 300. DEVELOPMENT OF THE MIXED-USE PARCELS
301. Scope of Development.
301.1 Developer's Obligation to Construct Improvements. Within the times respectively set forth therefor in the Amended Schedule of Performance (Attachment No. 7), the Developer shall commence and diligently prosecute to completion the construction of the Developer Improvements on each of the Mixed-Use Parcels in accordance with the Scope of Development (Attachment No. 4) and the plans, drawings and documents submitted by the Developer and approved by the City as set forth herein. 302. Design Review.
302.1 Basic Concept Drawings. Conceptual drawings for the development of the Developer Improvements on all of the Mixed-Use Parcels (the "Basic Concept Drawings") have been approved by the City and are attached to the Scope of Development (Attachment No. 4) as Exhibit A.
302.2 Design Development Application. The Developer has submitted to the City, and the City approved on June 6, 2007 and then the Developer subsequently revised and resubmitted the plans which were approved by the City on October 13, 2026, the following plans and drawings with respect to the Developer Improvements on all of the Mixed-Use Parcels (collectively, the "Design Development Application"):
a. Site plans.
b. Preliminary landscape plan.
c. Floor plans.
d. Roof plans.
e. Elevations and project sections (submitted in both black-and-white and color). f. Tabulation of areas/uses.
g. Materials samples.
302.3 Revisions. If the Developer desires to propose any substantial changes (defined below) to the City-approved Design Development Application, it shall submit such proposed changes to the City, and shall also proceed in accordance with any and all State and local laws and regulations regarding such revision. Any and all change orders or revisions required by the City and its inspectors which are required under the Folsom Municipal Code and all other applicable Uniform Codes (e.g., Building, Plumbing, Fire, Electrical, etc.) and under other applicable laws and regulations shall be included by the Developer in its Design Development Application and completed during the construction of the Developer Improvements.

10/13/2026 Item No.4.
18 The City shall have the right to review any and all aspects of substantial changes proposed by the Developer, and shall have the right to reasonably approve or disapprove of substantial changes proposed by the Developer. The Developer acknowledges and agrees that the City is entitled to approve or disapprove any proposed substantial changes in order to satisfy the City’s obligation to promote the sound development and redevelopment of land, to integrate the Developer Improvements with the City Improvements, to promote a high level of design which will impact the surrounding development, and to provide an environment for the social, economic and psychological growth and well-being of the citizens of the City and to comply with state and local laws and regulations governing development projects. The Developer shall not be entitled to any monetary damages or compensation as a result of the City’s disapproval or failure to approve substantial changes proposed by the Developer.

On July 5, 2024, the Developer applied to the City of Folsom for a proposed change to the Granite House building. On October 2, 2024, the Historic District Commission recommended approval of the Granite House Modification Project (DRCL24-00191), changing the parking to retail and office uses including exterior revisions to the building elevations to accommodate the modification. (see Attachment No. 4, Exhibit A). City Council approved the modification project on October 13, 2026.
302.4 Substantial Change. A "substantial change" shall include, without limitation, the following:
a. Changes in the layout, elevation, design, or square footage substantially affecting architectural appearance or functional use and operation. b. Changes in the exterior finishing materials substantially affecting architectural appearance or functional use and operation. c. Changesin size or design affecting parking, bulk, building coverage or floor area ratio, building height or number of floors, frontage, size or placement of public service facilities; or changes in general pedestrian or vehicular circulation in, around or through the Mixed-Use Parcels, layout of passenger loading zones, or, retaining walls. d. Any changes requiring approval of any city, county or state board, body, or commission, or any change required by any city, county or state board, body, or commission. e. Any change that would preclude or materially reduce the ability to use the Mixed-Use Parcels as intended by this Agreement.

If the Developer requests any change in the permitted uses of a Mixed-Use Parcel provided for in this Agreement, the Developershall submit to the City appropriate evidence, as determined by the City, substantiating the need for any such change, including a current market analysis, together with documentation detailing the Developer's good faith efforts to market and finance the Mixed-Use Parcel for the uses provided for in this Agreement. The City agrees to reasonably consider the Developer's request for a change in permitted uses, provided, however, that no change shall be presented that proposes residential uses on the ground floor. If the City agrees that a change in the uses for a particular Mixed-Use Parcel may be necessary, the Developer shall bear the sole responsibility for and cost of processing an amendment to the Master Conceptual Plan, including community meetings in connection therewith, and related amendments to this

10/13/2026 Item No.4.
19 Agreement. The Developer expressly acknowledges and agrees that nothing in this paragraph shall be deemed or construed to limit the discretion of the Historic District Commission and the City Council in their consideration of an amendment to the Master Conceptual Plan and related amendments to this Agreement.
302.5 Defects in Plans. The City shall not be responsible either to the Developer or to third parties in any way for any defects in the Basic Concept Drawings (Exhibit A of the Scope of Development, Attachment No. 4) or the Design Development Application, nor for any structural or other defects in any work done according to the approved Basic Concept Drawings or Design Development Application. The Developer shall hold harmless, indemnify and defend the City and its officials, officers, employees, agents and representatives from and against any claims, suits for damages to property or injuries to persons arising out of or in any way relating to defects in the Basic Concept Drawings or Design Development Application, including without limitation the violation of any laws, and for defects in any work done according to the approved Basic Concept Drawings and Design Development Application whether or not the City, or its officials, officers, employees, agents or representatives reviewed, accepted or approved the Basic Concept Drawings, Design Development Application, or any other Developer submittals and whether or not such liabilities are litigated, settled, or reduced to judgment. 303. Land Use Approvals. Within the times respectively set forth therefor in the Schedule of Performance (Attachment No. 7), the Developer has, at its own cost and expense, secured or cause to be secured any and all land use and other discretionary entitlements, permits and approvals which may be required for the Developer Improvements on a Mixed-Use Parcel by the City or any other governmental agency affected by such construction or work. The Developer has, without limitation, applied for and secured the following, and had paid all costs, charges and fees associated therewith:
a. Conditional Use Permit;
b. Parking Variance;
c. Design Review Approval;
d. All other permits and fees required by the City, County of Sacramento, and other governmental agencies with jurisdiction over the Developer Improvements; and e. Any environmental studies and documents required pursuant to the California Environmental Quality Act.
303.1 Granite House Project Plans. The plans for the Granite House Project located on Mixed-Use Parcel C were prepared under the 2019 California Building Code and submitted to the City in 2022. Since the Developer has continued to make progress on the plans including modifications to the plans to remove the parking and replace it with retail and office uses, the project plans may continue to remain under the 2019 Building Code. However, in addition to any other remedies available to the City as described in Article 500, in the event that the Developer does not proceed with construction or if the project stalls without any substantial forward progress for two (2) years from the date of the agreement then the plans shall be required to be updated and brought into compliance with the current building code in effect at the time and resubmitted to the City for review before construction of the Granite House may commence.

10/13/2026 Item No.4.
20 304. Amended Schedule of Performance. The Developer shall commence and complete all construction of the Developer Improvements on each Mixed-Use Parcel, and satisfy all other obligations and conditions of this Agreement within the times established therefor in the Amended Schedule of Performance (Attachment No. 7). The Amended Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between the Developer and the City Manager, and the City Manager is authorized to make such revisions as he or she deems reasonably necessary on behalf of the City, subject to the following limitations.

Upon receipt of a written request from the Developer received not less than 30 days before the applicable deadline, the City Manager shall have authority to grant extensions to the Schedule of Performance up to a cumulative total of three hundred and sixty-five days (365) days per Mixed-Use Parcel. Any extension beyond three hundred and sixty-five (365) days for any Mixed-Use Parcel shall require approval by the City Council by resolution at a duly noticed public meeting. Except as described in the following paragraph, any extension granted without the required Council approval shall be void and of no effect.

Notwithstanding the prior paragraph, upon receipt of a written request from the Developer received not less than 30 days before the applicable deadline, the City Manager shall have the authority to grant an extension of up to an additional three hundred and sixty-five (365) days without approval by the City Council in the event that the City fails to meet the review timelines set forth in the Schedule of Performance (Attachment No. 7). Any extension granted pursuant to this paragraph shall be equivalent to the delay in City review beyond the timelines stated in the Schedule of Performance (Attachment No. 7). Any extension granted beyond that time period without Council approval shall be void and of no effect. 305. Cost of Construction. Except to the extent otherwise expressly set forth in this Agreement, all costs and expenses of planning, designing, developing and constructing all of the Developer Improvements, demolition of existing improvements, and preparation and grading of the Mixed-Use Parcels shall be borne solely by the Developer. 306. Insurance Requirements. The Developer shall take out and maintain or shall cause its contractor to take out and maintain until the issuance of a final Release of Construction Covenants pursuant to Section 311 of this Agreement, a comprehensive general liability policy in the amount of Two Million Dollars ($2,000,000.00) combined single limit policy, and a comprehensive automobile liability policy in the amount of One Million Dollars ($1,000,000.00), combined single limit, and such other policies as the City may approve at its discretion, including contractual liability, to protect the Developer, and the City from claims for damages arising out of or related to development of the Mixed Use Parcels pursuant to this Agreement. Such policy or policies shall be written on an occurrence form. Claims-made coverage is not acceptable. The Developer shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by the City setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the City and itsrespective officials, officers, agents, and employees as additionally insured parties under these policies, and the certificate(s) shall be accompanied by a duly executed original endorsement evidencing such additional insured status. The certificate and endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City of any cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such cancellation or termination. Coverage provided hereunder by the Developer shall be primary insurance and not be contributing with any insurance maintained by the City, and the policy shall contain such an

10/13/2026 Item No.4.
21 endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the City. The required certificate shall be furnished by the Developer at the time set forth therefor in the Schedule of Performance. The Developer shall also furnish or cause to be furnished to the City evidence satisfactory to the City that Developer and any contractor with whom it has contracted for the performance of work on the Mixed-Use Parcels or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. The workers’ compensation coverage shall contain a statement of obligation on the part of the carrier to notify City of any cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such cancellation ortermination. The workers’ compensation insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the City. All insurance is to be placed with insurers with a Bests' rating of no less than A:VII. 307. Indemnity. The Developer shall defend, indemnify, assume all responsibility for, and hold the City, and its representatives, volunteers, officials, officers, employees and agents, harmless from, all claims, demands, damages, defense costs or liability of any kind or nature (including attorneys' fees and costs) arising out of or relating to the subject matter of this Agreement or the implementation hereof and for any damages to property or injuries to persons, including but not limited to accidental death , which may be caused by any negligent, willful, or intentional acts or omissions of the Developer, or arising from strict liability, whethersuch activities or performance thereof be by the Developer or by anyone directly or indirectly employed or contracted with or by the Developer, its authorized agents, contractors, or subcontractors and whether such damage shall accrue or be discovered before or after termination of this Agreement.

The Developer shall not be liable for property damage or bodily injury occasioned by the sole negligence of the City or its designated agents or employees. The City shall not be liable for any passive negligence of the City, or its officers, officials, agents, representatives or employees in reviewing, accepting or approving any action, service, or work performed or provided by the Developer.
308. Rights of Access. Prior to the issuance of a Release of Construction Covenants (as specified in Section 311 of this Agreement), for purposes of assuring compliance with this Agreement, representatives of the City shall have the right of access to any Mixed-Use Parcel owned by the Developer, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including but not limited to, the inspection of the work being performed in constructing the Developer Improvements on such Mixed-Use Parcel so long as City representatives comply with all safety rules. The City (or its representatives) shall, except in emergency situations, make good faith efforts to notify the Developer prior to exercising its rights pursuant to this Section 308.
309. Compliance With Laws. The Developer shall carry out the design and construction of the Developer Improvements in conformity with all applicable laws, including all applicable state and federal labor standards and prevailing wage requirements, the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the Folsom 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., California Government Code Section 4450, et seq., California Government Code Section 11135, et seq., and the Unruh Civil Rights Act, California Civil Code Section 51, et seq.

When improvements that are considered to be public works under State law are constructed as part of the Developer Improvements, the Developer shall, and shall cause its general contractor to, pay

10/13/2026 Item No.4.
22 prevailing wages as those wages are determined pursuant to California Labor Code Sections 1720 et seq. and implementing regulations of the Department of Industrial Relations and comply with the other applicable provisions of California Labor Code Sections 1720 et seq. and implementing regulations of the Department of Industrial Relations. The Developer shall, and shall cause its general contractor to, keep and retain such records as are necessary to determine that prevailing wages have been paid as required by law. The Developer shall, and the construction agreement for any Mixed Use Parcel developed pursuant to the terms of this Agreement shall require its general contractor to, indemnify, hold harmless and defend (with counsel reasonably acceptable to the City) the City against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Developer, its general contractor, and their subcontractors, if any) to pay prevailing wages as required by law or to comply with the other applicable provisions of California Labor Code Sections 1720 et seq. and implementing regulations of the Department of Industrial Relations in connection with construction of the Developer Improvements.
310. Nondiscrimination in Employment. Developer certifies and agrees that all persons employed or applying for employment by it, its affiliates, subsidiaries, or holding companies, and all subcontractors, bidders and vendors, are and will be treated equally by it without regard to, or because of race, color, religion, ancestry, national origin, sex, age, pregnancy, childbirth or related medical condition, medical condition (cancer related) or physical or mental disability, and in compliance with Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000, et seq., the Federal Equal Pay Act of 1963, 29 U.S.C. section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, California Government Code Section 12900, et seq., the California Equal Pay Law, California Labor Code Section 1197.5, California Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., and all other antidiscrimination laws and regulations of the United States and the State of California as they now exist or may hereafter be amended. Developer shall allow representatives of the City access to its employment records related to this Agreement during regular business hours to verify compliance with these provisions when so requested by the City.
310.1 Taxes and Assessments. The Developer shall pay prior to delinquency all ad valorem real estate taxes and assessments on each of the Mixed-Use Parcels owned by the Developer, subject to the Developer's right to contest in good faith any such taxes. The Developer shall remove or have removed any levy or attachment made on any of the Developer- owned MixedUse Parcels, or assure the satisfaction thereof, within a reasonable time. The Developer shall not apply for or receive any exemption from the payment of property taxes or assessments on any interest in or to the Mixed-Use Parcels or the Developer Improvements. 310.2 Liens and Stop Notices. The Developer shall not allow to be placed on the Mixed-Use Parcels or any part thereof any lien or stop notice. If a claim of a lien or stop notice is given or recorded affecting the Developer Improvements, the Developer shall within thirty (30) days of such recording or service or within five (5) days of the City’s demand whichever last occurs:
a. pay and discharge the same; or

10/13/2026 Item No.4.
23 b. affect the release thereof by recording and delivering to the City a surety bond in sufficient form and amount, or otherwise; or c. provide the City with other assurances that the City deems, in its sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of City from the effect of such lien or bonded stop notice. 311. Release of Construction Covenants. Promptly after completion of construction of the Developer Improvements upon a Mixed-Use Parcel in conformity with this Agreement, and upon the written request of the Developer, the City shall furnish the Developer with a "Release of Construction Covenants," substantially in the form of Attachment No. 8 hereto. The City shall not unreasonably withhold such Release of Construction Covenants. The Release of Construction Covenants shall be a conclusive determination of satisfactory completion of the Developer Improvements upon the respective Mixed-Use Parcel and the Release of Construction Covenants shall so state. Any party then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the respective Mixed-Use Parcel shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement except for those continuing covenants as set forth in Section 400 et seq. of this Agreement.

The City’s issuance of a Release of Construction Covenants applicable to the last Mixed-Use Parcel to be acquired and developed by the Developer as set forth in the Schedule of Performance (Attachment No. 7) shall be deemed a "final" Release of Construction Covenants for purposes of this Agreement and the obligations of the Developer hereunder.

If the City refuses or fails to furnish a Release of Construction Covenants, after written request from the Developer, the City shall, within thirty (30) days of written request therefore, provide the Developer with a written statement of the reasons the City refused or failed to furnish the Release of Construction Covenants. The statement shall also contain the City’s opinion of the actions the Developer must take to obtain the Release of Construction Covenants. Even if the City fails to provide such written statement within such thirty (30) day period, the Developer shall not be deemed entitled to the Release of Construction Covenants. The Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the Developer Improvements, or any part thereof. The Release of Construction Covenants is not a notice of completion as referred to in Section 3093 of California Civil Code.

Notwithstanding any other provision of this Agreement, the issuance of a Release of Construction Covenants for an individual Mixed-Use Parcel shall not be construed to waive, terminate, or modify any obligation arising under Section 203 (Environmental Constraints), Article 400 (Covenants and Restrictions) of this Agreement for the other remaining Mixed-Use Parcels, or any obligation, easement, covenant, or restriction contained in any recorded instrument affecting the Mixed-Use Parcels, including without limitation the First Amendment to Grant Deed and Restrictive Covenant recorded October __, 2026, the Easement and Maintenance Agreement recorded December 24, 2014, and the Easement and Maintenance Agreement recorded March 14, 2018 (Temporary Restroom).

Notwithstanding any other provision of this Agreement, the issuance of a Release of Construction Covenants for one Mixed-Use Parcel shall not be construed to waive, terminate, or modify an

10/13/2026 Item No.4.
24 obligation arising under any provision of this Agreement for any other Mixed-Use Parcel. 400. COVENANTS AND RESTRICTIONS
401. Use of Mixed-Use Parcels. The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Mixed-Use Parcels and any part thereof that such Mixed-Use Parcels and all parts thereof shall be devoted to the uses specified in this Agreement. Except as further limited by this Agreement, all uses conducted on the Mixed-Use Parcels or any part thereof, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Folsom Municipal Code.

Notwithstanding provisions of the Folsom Municipal Code, the Developer herein expressly covenants and agrees, for itself, its successors, its assigns and every successor in interest that the uses and types of businesses set forth below shall not be permitted by owners, occupants or tenants of the Mixed-Use Parcels or parts thereof. These use restrictions shall run with the land and be disclosed in every sale or lease of a Mixed-Use Parcel or part thereof. Any alteration of such use restrictions shall require an amendment of this Agreement formally approved by the City Council:
• "Laundromat, Self-Service," as listed in the Commercial Use Table of the Folsom Municipal Code, Section 17.22.030E, Use #135, and defined as any establishment that contains coin or other pay operated laundry machines for use on-site, other than laundry facilities constructed and operated exclusively as an amenity serving the residential units constructed on the Mixed-Use Parcels; laundromats are not intended to include dry cleaning establishments;
• "Check-Casher Business," as defined in Civil Code Section 1789.31 as written or hereafter amended which reads as follows: "a 'check casher' means a person or entity that for compensation engages, in whole or in part, in the business of cashing checks, warrants, drafts, money orders, or other commercial paper serving the same purpose. 'Check casher' does not include a state or federally chartered bank, savings association, credit union, or industrial loan company. 'Check casher' also does not include a retail seller engaged primarily in the business of selling consumer goods, including consumables, to retail buyers that cashes checks or issues money orders for a fee not exceeding two dollars ($2) as a service to its customers that is incidental to its main purpose or business.";
• "Discount Store," defined as any establishment that sells a diverse range of products and in which at least eighty percent (80%) of the products for sale are priced at one dollar twenty-five cents ($1.25) or less per unit;
• "Liquor Store," as listed in the Commercial Use Table of the Folsom Municipal Code, Section 17.22.030E, Use #141, and defined as any establishment with sixty percent (60%) or more of its shelf space devoted to the sale of alcoholic beverages, other than beer, wine and fortified wines, for consumption elsewhere; • "Tattoo Shop," as listed in the Commercial Use Table of the Folsom Municipal Code, Section 17.22.030E, Use #229, and defined as any establishment whose principal business activity is the placing of designs, letters, figures, symbols or other marks upon

10/13/2026 Item No.4.
25 or under the skin of a person using ink or other substances that result in the permanent coloration of the skin by means of the use of needles or other instruments designed to contact or puncture the skin;
• "Pawn Shop or Pawnbroker," as listed in the Commercial Use Table of the Folsom Municipal Code, Section 17.22.030E, Use #170, and as defined in California Finance Code Section 21000 as written or hereafter amended which reads as follows: "Every person engaged in the business of receiving goods, including motor vehicles, in pledge as security for a loan is a pawnbroker.";
• "Adult-related business," as defined in Chapter 5.21 of Title 5 of the Folsom Municipal Code;
• "Auto Minor Service-Repair-Replacement," as listed in the Commercial Use Table of the Folsom Municipal Code, Section 17.22.030E, Use #19; • "Towing Service-No Storage of Vehicles," as listed in the Commercial Use Table of the Folsom Municipal Code, Section 17.22.030E, Use #237; • "Furniture Cleaning, Refinishing and Reupholstery Shop," as listed in the Commercial Use . Table of the Folsom Municipal Code, Section 17.22.030E, Use #101; • "Funeral Establishment," as listed in the Commercial Use Table of the Folsom Municipal Code, Section 17.22.030E, Use #103;
• "Taxi Cab Service and Storage Facility," as listed in the Commercial Use Table of the Folsom Municipal Code. Section l 7.22.030E, Use #230:
• "Tool Reconditioning," as listed in the Commercial Use Table of the Folsom Municipal Code, Section 17.22.030E, Use #235.
402. Use and Operation Covenants. For a period of not less than twenty (20) years from the date a Certificate of Occupancy is granted for the Developer Improvements on a MixedUse Parcel, the Developer hereby covenants and agrees to use and continuously operate the respective Mixed-Use Parcel as follows:
a. The portion of the Mixed-Use Parcel developed with residential units shall continue to be used and operated as residential units only; however, the Affordable Units constructed pursuant to Section 403.1 hereof shall be used and operated as affordable residential units for the time period required by Section 403.1 hereof.
b. The portion of the Mixed-Use Parcel developed as ground-level retail (street level along Sutter Street and Wool Street frontages, and plaza level adjacent to the public plaza) shall continue to be used and operated for retail purposes only except that portion of the Granite House which faces the public parking garage and plaza that was originally approved as parking that has been changed to retail or office by the Granite House Modification Project (DRCL24-00191) and was recommended for approval to the City Council by the Historic District Commission on October 2, 2024. The City Council approved the project on October 13, 2026.

10/13/2026 Item No.4.
26 403. Affordable Housing.
403.1 Affordable Units. In consideration of receipt of the Housing Assistance from the Agency, the Developer covenants and agrees for itself, its successors, its assigns and every successor in interest that six (6) units of the residential units to be constructed as part of the Historic Folsom Station Project shall be and remain affordable to and occupied by persons and families of moderate income, as defined by Health and Safety Code Section 50093 (the "Affordable Units"). The Affordable Units may be either rental units or for-sale units. The Developer may elect at any time to repay the Housing Assistance in cash to City and be relieved of the obligation to construct the Affordable Units.

The Developer agrees to cooperate with the City in any subsidized loan program the City may, in its sole discretion, make available to purchasers of some or all of the Affordable Units. Covenant agreements shall be recorded against the Affordable Units providing for the use, maintenance and occupancy of the Affordable Units, which shall require the Affordable Units to remain affordable to and occupied by persons and families of moderate income for not less than forty-five (45) years for owner-occupied units and not less than fifty- five (55) years for rental units from the date of issuance of a certificate of occupancy by the City for the improvements containing the Affordable Units.

The Affordable Units shall be dispersed throughout the residential component of the Developer Improvements and shall not be concentrated. The Developer may choose to defer the Affordable Units until after the development of Mixed-Use Parcel C. If the Developer defers the Affordable Units until after the development of Mixed-Use Parcel C, prior to the construction of each remaining Mixed-Use Parcel, the Developer shall notify the City whether it will construct the Affordable Units on the Mixed-Use Parcel being constructed, defer constructing the Affordable Units to another Mixed-Use Parcel or repay the Housing Assistance to the City. Prior to the construction of the last Mixed-Use Parcel by the Developer, the Developer shall either identify the location of the Affordable Units on the Mixed-Use Parcel, or repay the Housing Assistance to the City. If the Developer chooses to construct the Affordable Units, the Developer shall identify whether the Affordable Units will be rental housing units or for-sale housing units. 403.2 Selection of Qualified Renters/Buyers. The Developer shall be solely responsible for the selection of qualified renters/buyers of the Affordable Units. The Developer shall use commercially reasonable efforts to ensure that the Affordable Units are leased/sold to persons and families of moderate income, as required by Section 403.1, that are able to lease/purchase such units at the maximum lease/sales price for the unit at an affordable rent/affordable housing cost (as defined in Section 101 of this Agreement) without any loan or subsidy from the City.
403.3 Income of Renters/Buyers. Prior to the rental or sale of any Affordable Unit to a renter or buyer, the Developer and any successor in interest to Developer shall submit or cause to be submitted to the City a completed income computation and certification form in the form that is provided by the City. The Developer shall certify, to the best of the Developer's knowledge, that each prospective renter/buyer renting or buying an Affordable Unit meets the eligibility requirements established for the Affordable Unit. The Developer shall obtain an income certification from the prospective renter/buyer of each Affordable Unit and shall certify that, to the best of the Developer's knowledge, the income of the prospective renter/buyer is truthfully set forth in the income certification form. The Developer shall verify the income certification of the

10/13/2026 Item No.4.
27 prospective renter/buyer in one or more of the following methods reasonably acceptable to the City:
a. obtain paycheck stubs from the prospective renter/buyer's two (2) most recent pay periods.
b. obtain a true copy of an income tax return from the prospective renter/buyer for the most recent tax year in which a return was filed. c. obtain an income verification certification from the employer of the prospective renter/buyer.
d. obtain an income verification certification from the Social Security Administration or the California Department of Social Services if the prospective renter/buyer receives assistance from such agencies. e. obtain an alternate form of income verification reasonably acceptable to the City, if none of the above forms of verification is available to the Developer. 403.4 Documentation. If the Developer determines that the Affordable Units will be rental housing units, prior to the construction of the Mixed-Use Parcel chosen for the Affordable Units, the Developer shall execute an affordable housing covenant agreement and such further documents reasonably required by the City, as approved by the City’s legal counsel, to effectuate the Developer's covenant for itself, its successors, its assigns and every successor in interest to the subject Mixed-Use Parcel that the Affordable Units shall remain available to and occupied by persons and families of moderate income for a period of not less than fifty-five (55) years from the date of issuance of the Certificate of Completion for the Mixed-Use Parcel containing the Affordable Units.

If the Developer determines that the Affordable Units will be for-sale housing units, at the close of escrow for the purchase of an Affordable Unit, the City will require each purchaser of such unit to execute an affordable housing covenant agreement and such further documents reasonably required by the City, in forms approved by the City’s legal counsel to address re-sale and any and all other issues required to comply with the terms and conditions of this Agreement and all other governmental requirements, including that the unit shall remain available to and occupied by persons and families of moderate income for a period of not less than forty-five (45) years from the date of issuance of the Certificate of Completion for the Mixed-Use Parcel containing the Affordable Units. The Developer covenants and agrees that no Affordable Unit shall be sold unless and until this condition has been satisfied as to such Affordable Unit. 403.5 Best Efforts to Rent/Sell Affordable Units. The Developer agrees to exercise reasonable efforts consistent with prudent business practices to rent/sell all of the Affordable Units to renters or owner-occupants as soon as practical following the completion of the construction of the Affordable Units. The Developer agrees that the Affordable Units shall not be leased or rented by the Developer or any party related to the Developer. 404. CC&Rs for Residential Units. If the residential units are to be made available for sale upon completion of construction pursuant to this Agreement, then prior to the sale of any residential unit, the Developer shall prepare and submit to the City for its approval, which approval shall not be unreasonably withheld, a Declaration of Covenants, Conditions and Restrictions

10/13/2026 Item No.4.
28 ("CC&Rs") which establishes a homeowner's association (the "Association") for the residential units. The City’s review of the CC&Rs shall be limited to compliance with the requirements of this Section 404. The CC&Rs shall require the owners of all dwelling units constructed on the Mixed-Use Parcels to be members of the Association. The CC&Rs shall entitle each owner to use of the common areas and facilities to be constructed on the Mixed-Use Parcels, and shall set forth an equitable apportionment of the costs of maintaining and operating such common areas and facilities. The CC&Rs shall also obligate the Association to maintain and assume all liability for any landscaping that is installed on the Mixed-Use Parcels. The location of such landscaping shall be set forth in a landscaping map attached to and incorporated into the CC&Rs. The CC&Rs shall also require compliance with Sections 401, 402, 406, and 407 of this Agreement. The CC&Rs shall be enforceable by the City, and no amendment to the CC&Rs which relates to the requirements of this Section 404 or Sections 401, 402, 406, or 407 of this Agreement shall be permitted or be effective prior to the written approval of the City.
405. Maintenance Covenants; Reserved Parking; Mutual Rights of Access and Use of the Railroad Block During Construction; Reciprocal Easement Agreement. 405.1 Maintenance of Mixed-Use Parcels. The Developer shall maintain the Developer-owned Mixed-Use Parcels and all improvements thereon, including all landscaping, in compliance with all applicable provisions of the Folsom Municipal Code, and with the Reciprocal Easement Agreement (the "REA").
405.2 Maintenance of Public-Use Site. The Developer shall be solely responsible and bear all costs for maintaining: (a) the portion of the Public-Use Site adjacent to Mixed-Use Parcel C, as shown on the map attached to this Agreement as Exhibit C to the Scope of Development (Attachment No. 4) (the "South Plaza"), and (b) the portion of the Sutter Street right-of-way adjacent to Mixed-Use Parcel C, as shown on the map attached to this Agreement as Exhibit C to the Scope of Development (Attachment No. 4) (the "Granite House-Adjacent Rightof-Way"). The Developershall maintain the South Plaza and the Granite House-Adjacent Right-ofWay and all improvements thereon, including all landscaping, in compliance with all applicable provisions of the Folsom Municipal Code, and with the terms of the REA described in Section 405.5 hereof.

As to the remainder of the Public-Use Site, the Developer agrees to pay the assessments for the Historic Folsom Property and Business Improvement District which reimburses the City of Folsom for landscaping maintenance for the Historic Folsom Station Plaza and public areas within the PBID boundaries.
405.3 Reserved Parking. The City agrees to make available to the Developer, for the use of its tenants, up to thirty (32) parking spaces, on a reserved basis, in the Public Parking Garage. In the event that improvements to the Public Parking Garage are needed for those spaces, including but not limited to striping, paving, and gate installation, the Developer shall be responsible for those costs.
405.4 Mutual Rights of Access and Use of the Railroad Block During Construction. The City agrees that during construction of the Developer Improvements on a Mixed-Use Parcel, the Developer shall have the right, without any cost or charge therefor by the City to use and occupy such portions of the Public-Use Site as are reasonably necessary for (as determined by the City) construction staging (materials and equipment transportation, storage and

10/13/2026 Item No.4.
29 maneuvering) for the Developer Improvements and related activities. These mutual rights of access and use shall not interfere with any ongoing construction on or use of the Public-Use Site. These right of access and use of the Railroad Block during construction is more specifically set forth in the REA. 405.5 Reciprocal Easement Agreement. The Developer and the City have executed a Reciprocal Easement Agreement ("REA") setting forth the parties' respective grants of easements for vehicular and pedestrian ingress and egress over and across Mixed-Use Parcels and the Public-Use Site, mutual rights of access and use of the Railroad Block during construction of the City Improvements and the Developer Improvements on the Mixed-Use Parcels, maintenance obligations, and rights and obligations concerning reserved parking. Nothing in this Agreement shall be construed to modify, limit, or terminate any obligation, easement, or right established by the Easement and Maintenance Agreement recorded in the official records of Sacramento County on December 24, 2014, the Easement and Maintenance Agreement recorded March 14, 2018 (Document #210803140370), the First Amendment to Grant Deed and Restrictive Covenant recorded October __, 2026, or any other recorded instrument affecting the Mixed-Use Parcels or the Public-Use Site, or Right of Entry and License Agreement (Folsom File No. 174-21 14-069) except to the extent such instrument is expressly identified herein as being amended and except with respect to the DA a conforming amendment thereto is separately executed and recorded. In the event of conflict between this Agreement and the Easement and Maintenance Agreement, the terms of this Agreement shall control.
405.6 Air Space Easements. The design of the Developer Improvements includes balconies that extend over the public right-of-way of Sutter Street as well as the PublicUse Site. Developer has prepared air space easements for the encroachments of each Mixed-Use Parcel over the public right-of-way and Public-Use Site, which was submitted to the City for its review and approval. Consistent with Chapter 12.20 of the Folsom Municipal Code, Developer shall defend, indemnify, and hold harmless the City, its officials, officers, agents, employees, and representatives from and against any and all claims, demands, suits, causes of action, damages, costs, expenses, losses or liability, at law or in equity, of every kind and nature whatsoever arising out of or in connection with the Developer Improvements that extend over the public right-of-way.

Developer understands and agrees that this indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not Developer’s insurance policies have been determined to apply. Developer further understands and agrees that this indemnification and hold harmless clause shall survive the expiration or termination of this Agreement. 405.7 Public Restrooms on Mixed-Use Parcel E. The Developer Improvements to be constructed on Mixed-Use Parcel E may include space, to be used for two public restrooms of similar size as the two public restrooms that the City has temporarily placed on Parcel E. If the City desiresto have public restroom space, Developer shall enter into a lease with the City for the public restroom space, for a term not less than fifty (50) years at a rental amount of ONE DOLLAR ($1.00) per year prior to and as a condition of issuance of a Certificate of Completion for MixedUse Parcel E. 406. Nondiscrimination Covenants. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California 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 California Government Code in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of

10/13/2026 Item No.4.
30 the Mixed-Use Parcels, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination orsegregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Mixed-Use Parcels or any part thereof. The foregoing covenants shall run with the land.

The Developer shall refrain from restricting the rental, sale or lease of the MixedUse Parcels or any part thereof on the basis of race, color, religion, sex, marital status, ancestry or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or non-segregation clauses:
a. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators 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 any basis listed in subdivision (a) or (d) of Section 12955 of the California 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 California Government Code in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, 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 land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
'That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the California 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 California Government Code in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, 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, sublessees, subtenants, or vendees in the premises herein leased.'" c. In contracts: "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 California 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 California Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises, nor shall the transferee himself or herself, or any person claiming under or through him or her, 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 of the premises."
407. Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction. The City is deemed the beneficiary of the terms and provisions of

10/13/2026 Item No.4.
31 this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided, without regard to whether the City has been, remains or is an owner of any land or interest therein in the Mixed-Use Parcels. The City shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions orsuits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. The covenants contained in this Agreement shall remain in effect until the issuance of the Release of Construction Covenants for the completion of construction of the Developer Improvements, except for the following:
a. The environmental covenants set forth in Sections 209.3, 209.4 and 209.5 of the Amended and Restated DDA shall remain in effect in perpetuity. b. Except for the Affordable Units (which shall be subject to and controlled by separate covenant agreements pursuant to Section 403.4), the covenants pertaining to the use and operation of the Mixed-Use Parcels set forth in Sections 401 and 402 shall remain in effect for the periods set forth therein. c. The covenants pertaining to maintenance of the improvements on the Mixed-Use Parcels and all improvements thereon, as set forth in Section 405.1, shall remain in effect for the period of time set forth in the REA described in Section 405.5 hereof.
d. The covenants pertaining to the Developer's obligations to maintain the South Plaza and the Granite House-Adjacent Right-of-Way and to pay its annual assessments for the Historic Folsom Property and Business Improvement District which contribute to the annual costs for maintenance of the improvements on the remainder of the Public-Use Site, excluding the Public Parking Garage, shall remain in effect for the period of time set forth in the REA.
e. The covenants against discrimination, as set forth in Section 406, shall remain in effect in perpetuity.
500. DEFAULTS AND REMEDIES
501. Default. Subject to the extensions of time set forth in Section 602 of this Agreement, failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a "default" under this Agreement. A party claiming a default shall give written notice of default to the other party specifying the default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other party shall not be in default if such party within thirty (30) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence.

In addition to the remedies set forth above, in the event Developer fails to commence construction on any Mixed-Use Parcel within two hundred seventy (270) days after the applicable commencement date set forth in the Schedule of Performance in Attachment No. 7, and after any

10/13/2026 Item No.4.
32 permitted extensions, the City shall have the right, exercisable upon thirty (30) days' written notice with no further cure period, to require Developer to submit to City a written construction feasibility report and updated financing plan for the applicable Mixed-Use Parcel within sixty (60) days of such notice. Failure to submit a satisfactory feasibility report and financing plan shall itself constitute a separate and independent default under this Agreement. 502. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, either party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Sacramento, State of California, in an appropriate municipal court in that county, or in the District of the United States District Court in which such county is located. 503. Acceptance of Service of Process. In the event that any legal action is commenced by the Developer against the City, service of process on the City shall be made by personal service upon the City Manager of the City or in such other manner as may be provided by law. In the event that any legal action is commenced by the City against the Developer, service of process on the Developer shall be made by personal service upon any Member of the Developer or in such other manner as may be provided by law.
504. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.
505. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
506. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
600. GENERAL PROVISIONS
601. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice ("notice") which either party may desire to give to the other party under this Agreement must be in writing and may be given by any commercially acceptable means to the party to whom the notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by notice.

To City: City of Folsom
Attn: City Manager
50 Natoma Street
Folsom, California 95630

10/13/2026 Item No.4.
33 To Developer: Folsom Railroad Block Developers, LLC
Attn: Jeremy G. Bernau, Member
921 Sutter Street
Folsom, CA 95630
Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate as herein provided. Notices which are delivered by hand or overnight courier shall be deemed received upon delivery; notices which are deposited in the United States mail in accordance with the terms of this Section 601 shall be deemed received three (3) days after mailing. The inability to deliver any notice because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept.
602. Enforced Delay; Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; unusually severe weather; inability to secure necessary labor, materials or tools (provided that such inability is not the fault of the party claiming an extension of time to perform); delays of any contractor, subcontractor or supplier (provided that such delay(s) is not the fault of the party claiming an extension of time to perform); acts or omissions of the other party; acts or failures to act of the City or any other public or governmental agency or entity (other than the acts orfailuresto act ofthe City which shall not excuse performance by the City): or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause.

Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and Developer, except as limited by Section 304 of this Agreement.

Notwithstanding any provision of this Agreement to the contrary, a lack of funding to complete the Developer Improvements shall not constitute grounds of enforced delay pursuant to this Section 602.
603. Transfers ofInterest in Mixed-Use Parcels or Agreement. 603.1 Prohibition. The qualifications and identity of the Developer are of particular concern to the City. It is because of those qualifications and identity that the City has entered into this Agreement with the Developer. For the period commencing upon the date of this Agreement and until the issuance of a final Release of Construction Covenants pursuant to Section 311 hereof, no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement without the prior written approval of the City, except as expressly set forth herein. Additionally, for the period commencing upon the date of this Agreement and until issuance of a Release of Construction Covenants pursuant to Section 311 for the development of a Mixed-Use Parcel the Developer shall not make any total or partial sale,

10/13/2026 Item No.4.
34 transfer, conveyance, assignment, subdivision, or lease of the whole or any part of that MixedUse Parcel or the improvements thereon without prior written approval of the City, except as expressly set forth herein. Any proposed total or partial sale, transfer, conveyance, assignment, subdivision, or lease of the whole or any part of the Mixed-Use Parcels or the improvements thereon in violation hereof shall be void.
603.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, City approval of an assignment of this Agreement or conveyance of the Mixed-Use Parcels or Developer Improvements, or any part thereof, shall not be required in connection with any of the following:
a. Any transfers to an entity or entities in which the Developer retains a minimum of fifty-one percent (51%) of the ownership or beneficial interest and· retains management and control of the transferee entity or entities.
b. The conveyance or dedication of any portion of the Mixed-Use Parcels to the City (subject to City acceptance of such conveyance or dedication) or the granting of easements or permits to facilitate construction of the Developer Improvements (as defined herein). c. Any requested assignment for financing purposes, including the grant of a deed of trust to secure the funds necessary for development, construction and permanent financing of the Developer
Improvements.
d. Any rental or sale of the residential units to owner-occupants, pursuant to Section 403 hereof.
e. Any granting of easements or permits to facilitate the development of the any of the Mixed-Use Parcels.
f. Any leasing of any part or parts of the building or structure.

In the event of an assignment by Developer under subparagraph (a) above not requiring the City’s prior approval, Developer nevertheless agreesthat at least thirty (30) days prior to such assignment it shall give written notice to City of such assignment and evidence satisfactory to City that the assignee has assumed jointly with Developer the obligations of this Agreement. 603.3 City Consideration of Requested Transfer. Any request for approval of a transfer or assignment must be in writing. Such notice shall be accompanied by sufficient evidence regarding the proposed assignee's or purchaser's development and operational qualifications and experience, and its financial commitments and resources, in sufficient detail to enable the City to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 603 and as reasonably determined by the City. The City shall evaluate each proposed transferee or assignee on the basis of its development and qualifications and experience in the operation of facilities similar to the Developer Improvements, and its financial commitments and resources, and may reasonably disapprove any proposed transferee or assignee, during the period for which this Section 603 applies, which the City, in its sole discretion, determines does not possess equal or better qualifications than the transferring Developer. An assignment and

10/13/2026 Item No.4.
35 assumption agreement in a form satisfactory to the City’s legal counsel shall also be required for all proposed transfers and assignments. Within thirty (30) days after the receipt of the Developer's written notice requesting City approval of an assignment or transfer pursuant to this Section 603, the City shall, in its sole discretion, either approve or disapprove such proposed assignment or transfer or shall respond in writing by stating what further information, if any, the City reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval. Upon receipt of such a response, the Developer shall promptly furnish to the City such further information as may be reasonably requested. 603.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon the Developer and its permitted successors and assigns.

Whenever the term "Developer" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided.
603.5 Assignment by City. The City may assign or transfer any of its rights or obligations under this Agreement with the approval of the Developer, which approval shall not be unreasonably withheld.
604. Non-Liability of Officials and Employees of the City. No member, official or employee of the City shall be personally liable to the Developer, 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 Developer or its successors, or on any obligations under the terms of this Agreement. 605. Relationship Between City and Developer. It is hereby acknowledged that the relationship between the City and the Developer is not that of a partnership or joint venture and that the City and the Developer shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the attachments hereto, the City shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance or management of the Mixed-Use Parcels or the Developer Improvements. The Developer agrees to indemnify, hold harmless and defend the City from any claim made against the City arising from a claimed relationship of partnership or joint venture between the City and the Developer with respect to the development, operation, maintenance or management of the Mixed-Use Parcels or the Developer Improvements.
606. City Approvals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by the City, the City Manager, or his or her designee, is authorized to act on behalf of the City unless specifically provided otherwise or the context should require otherwise.
607. Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. 608. Integration. This Agreement contains the entire understanding between the parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each party is entering this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. This Agreement includes pages 1 through 38 and Attachment Nos. 1 through 8, all of which are incorporated herein by thisreference.

10/13/2026 Item No.4.
36 This Agreement and said attachments constitute the entire understanding and agreement of the parties, notwithstanding any previous negotiations or agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. Notwithstanding the foregoing, nothing herein shall be construed to supersede, modify, or limit the recorded First Amendment to Grant Deed and Restrictive Covenant, Restrictive Covenant, Easement and Maintenance Agreement, or other instrument recorded in the official records of Sacramento County affecting the Mixed-Use Parcels or the Public-Use Site, all of which shall continue in full force and effect, other than the DDA and the Amended and Restated DDA, which are both expressly amended and restated upon execution of this Agreement. In the event of conflict between this Agreement and the Easement and Maintenance Agreement, the terms of this Agreement shall control.
609. Attorneys' Fees. In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive relief, or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys' fees. 610. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of this Agreement or of any of its terms.

Reference to section numbers is to sections in this Agreement, unless expressly stated otherwise. 611. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by both parties. 612. No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.
613. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.
614. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
615. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day, and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all holidays as specified in Sections 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time.

10/13/2026 Item No.4.
37 616. Legal Advice. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.
617. Time of Essence. Time is expressly made of the essence with respect to the performance by the City and the Developer of each and every obligation and condition of this Agreement.
618. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements.
619. Conflicts of Interest. No officer, official or employee of the City shall have any personal or financial interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal or financial interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. Developer shall not employ any City officer, official or employee in the work performed pursuant to this Agreement. No official, officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. Developer warrants and covenants that no officer, official or employee of City, nor any business entity in which a officer, official or employee of City is interested, (l) has been employed or retained to solicit or aid in the procuring of this Agreement; or (2) will be employed in the performance of this Agreement without the immediate divulgence of such fact to the City Manager and City Attorney. 620. Date of Agreement. The date of this Agreement shall be the date when it shall have been signed by the City.

IN WITNESS WHEREOF, the City and the Developer have signed this Agreement on the respective dates set forth below.
[SIGNATURES CONTAINED ON FOLLOWING PAGES]

10/13/2026 Item No.4.
38 IN WITNESS WHEREOF, this Agreement was executed by the parties on the day and year set out in the last date set out below.

Dated: __________________________
Dated: __________________________
APPROVED AS TO CONTENT:
________________________________
Bryan Whitemyer, City Manager
________________________________
Pam Johns, Director of Community
Development
________________________________
Stacey Tamagni, Finance Director
CITY OF FOLSOM, a Municipal
Corporation
By:
________________________________
Justin Raithel, Mayor

FOLSOM RAILROAD BLOCK

DEVELOPERS, LLC,
a Delaware limited liability company
Bernau Development Corporation, a
California corporation, Its Managing
Member
By:
________________________________
Jeremy G. Bernau, President
APPROVED AS TO FORM:
________________________________
Sari Myers Dierking, City Attorney
ATTESTS:
________________________________
Christa Freemantle, City Clerk
NOTICE: SIGNATURE(S) ON BEHALF OF DEVELOPER MUST BE NOTARIZED.

A certificate of acknowledgment in accordance with the provisions of civil code section 1189 must be attached for each person executing this agreement on behalf of consultant. California Civil Section provides, at part (b): "Any certificate of acknowledgment taken in another place shall be sufficient in this state if it is taken in accordance with the laws of the place where the acknowledgment is made."

10/13/2026 Item No.4.
39 ATTACHMENTS

10/13/2026 Item No.4.
40 [This page is intentionally blank]

10/13/2026 Item No.4.
41 ATTACHMENT NO. 1

LEGAL DESCRIPTION OF THE RAILROAD BLOCK

A PIECE OR PARCEL OF LAND SITUATE IN THE CITY OF FOLSOM, COUNTY OF

SACRAMENTO, STATE OF CALIFORNIA, BEING THAT PORTION OF THE TOWN OF FOLSOM NUMBERED 20 AND 21 AND DESIGNATED "DEPOT GROUND" MAP OF SAID TOWN FILED DECEMBER 27, 1855 IN THE OFFICE OF THE COUNTY

RECORDER OF SACRAMENTO COUNTY, NOW RECORDED IN BOOK I OF MAPS, MAP NO. 7, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF THE AREA NUMBERED 20 OF SAID "DEPOT GROUND", DISTANT SOUTH 74°25'14" EAST 54.21 FEET FROM

THE GRANITE MONUMENT MARKING THE INTERSECTION OF THE CENTER LINES

OF LEIDESDORFF AND READING STREETS, AS SAID STREETS ARE SHOWN ON SAID MAP OF THE TOWN OF FOLSOM,· THENCE SOUTH 36°54'43" EAST ALONG

THE SOUTHWESTERLY LINE OF SAID DEPOT GROUND, BEING ALSO ALONG THE

NORTHEASTERLY LINE OF READING STREET AND THE SOUTHEASTERLY PROLONGATION THEREOF, A DISTANCE OF 364.21 FEET TO A POINT IN THE

WESTERLY LINE OF THAT CERTAIN STREET LYING ADJACENT TO AND WESTERLY OF BLOCK 37 AS SAID BLOCK AND STREET ARE SHOWN ON SAID MAP; THENCE

NORTHERLY ALONG SAID WESTERLY LINE ON A CURVE TO THE RIGHT HAVING A RADIUS OF 1638.15 FEET AND CENTRAL ANGLE OF 5°25'14" (TANGENT TO SAID

CURVE AT LAST MENTIONED POINT BEARS NORTH
25°53'53" EAST AND CHORD OF SAID CURVE BEARS NORTH 28°36'30" EAST 154.92 FEET) AN ARC DISTANCE OF 154.98 FEET TO A POINT OF INTERSECTION WITH THE NORTHWESTERLY LINE OF SUTTER STREET AS SHOWN ON SAID MAP; THENCE NORTH 53°05'31" EAST ALONG SAID NORTHWESTERLY LINE, BEING

ALSO ALONG THE SOUTHWESTERLY LINE OF SAID DEPOT GROUND, A DISTANCE OF 725.00 FEET TO THE SOUTHWESTERLY LINE OF WOOL STREET AS SAID STREET JS SHOWN ON SAID MAP; THENCE NORTH 36°54'43" WEST ALONG SAID

SOUTHWESTERLY LINE AND THE NORTHWESTERLY PROLONGATION THEREOF,

BEING ALSO ALONG THE NORTHEASTERLY LINE OF SAID DEPOT GROUND, A DISTANCE OF 300.00 FEET TO THE SOUTHEASTERLY LINE OF SAID LEIDESDORFF STREET; THENCE SOUTH 53°05'31" WEST ALONG LAST SAID LINE, BEING ALSO

ALONG THE NORTHWESTERLY LINE OF SAID DEPOT GROUND, A DISTANCE OF 866.00 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION OF PARCEL 4 AS DESCRIBED IN THE

DEED FROM SOUTHERN PACIFIC COMPANY, A DELAWARE CORPORATION, TO

THE CITY OF FOLSOM, A BODY CORPORATE AND POLITIC, LYING

SOUTHEASTERLY FROM THE SOUTHEASTERLY LINE OF READING STREET, WHICH DEED WAS RECORDED JANUARY 20, 1967, IN BOOK 67-01-20, PAGE 305 OF OFFICIAL RECORDS.

10/13/2026 Item No.4.
42 [This page is intentionally blank]

10/13/2026 Item No.4.
43 ATTACHMENT NO. 2

MAP OF THE RAILROAD BLOCK

10/13/2026 Item No.4.
44 [This page is intentionally blank]

10/13/2026 Item No.4.
45 ATTACHMENT NO. 3

MASTER CONCEPTUAL PLAN
[See Attached.]

10/13/2026 Item No.4.
46 Page 143
10/13/2026 Item No.4.
47 ATTACHMENT NO. 4

SCOPE OF DEVELOPMENT
I. PRIVATE DEVELOPMENT
A. General
The Developer agrees that the Mixed-Use Parcels shall be developed and improved in accordance with the provisions of this Agreement and the plans, drawings and related documents approved by the City pursuant hereto, including, in particular, the Basic Concept Drawings attached to this Scope of Development as Exhibit A. The Developer, its supervising architect, engineer and contractor, shall work with City staff to coordinate the overall design, architecture and color of the improvements on the Railroad Block and the Developer Improvements. For purposes of the Basic Concept Drawings and this Scope of Development, the term "floor area" shall be defined as the leasable floor area within a building or structure, calculated as the overall gross floor area in square feet (all building floor area enclosed by the exterior walls of the building) minus all common building and shared space floor areas, including, but not limited to, lobbies, hallways, stairwells, elevators, restrooms, electrical rooms, mechanical rooms, utility rooms, janitorial rooms, trash enclosures, and parking areas. Leasable floor area shall be measured from the following points:
• For walls between tenant space and the exterior of the building, the exterior side of the wall shall be used such that 100% of the wall is counted as leasable floor area;
• For walls between tenant space and building common area, the common area side ofthe wallshall be used such that 100% ofthe wall is counted as leasable floor area; and
• For walls between adjacent tenants, the centerline of the wall shall be used such that 100% of the wall shall be counted as leasable floor area (split equally between the two tenants).

B. Developer Improvements
As more specifically shown on the Design Development Application for the Historic Folsom Station Project, the Developer shall construct, or cause to be constructed, a two- or three-story building or buildings on each of the four parcels comprising the Mixed-Use Parcels, together with not less than eighty (50) surface parking spaces. The total floor area of all buildings shall contain not more than 116,700 square feet of retail, office and residential space of which approximately 46,000 square feet shall be retail and office space and approximately 70,700 square feet shall be residential space within no more than sixty (62) dwelling units.

As shown on the Map of the Railroad Block (Attachment No. 2), the four parcels comprising the Mixed-Use Parcels are identified as "Parcel C," "Parcel A," "Parcel E," and "Parcel D."

1. Mixed Use Parcel C (also referred to as "Granite House") shall be developed with a three-story building containing approximately 16,000 square feet of ground-level retail and office space. On the second and third levels, approximately thirty (32) residential units shall be constructed containing approximately 36,500 square feet.

10/13/2026 Item No.4.
48 2. Mixed-Use Parcel A (also referred to as the "Leidesdorff Building") shall be developed with a two- to three-story building containing approximately 12,500 square feet of second-level retail and office space. The percentage of retail and office space may vary, however, commercial frontage on the plaza level must remain retail space. On the third level, approximately thirteen (13) residential units are allowed containing approximately 13,000 square feet. At least one ground-level parking space shall be required for each residential unit.

3. Mixed-Use Parcel E (also referred to as "Sutter Row") shall be developed with a three-story building containing approximately 24,500 square feet of first- and second-level retail and office space. The percentage of retail and office space may vary, however, commercial frontage on either the Sutter Street level or the plaza level must remain retail space. On the second or third level, approximately seventeen (17) residential units are allowed containing approximately 22,000 square feet. At least one ground-level parking space shall be required for each residential unit. The building on Parcel E shall also include an approximately 165 to 250 square foot space on the plaza level, facing the public plaza, to be leased to the City for use as public restrooms pursuant to Section 405.7 of the DA.

The Developer shall construct the shell of the public restroom space as shown on Developer's plans for the Sutter Row, including separate water and sewer connections from the rest of the Sutter Row. The City shall be responsible for installing all fixtures and tenant improvements within the public restrooms and the payment of all fees related to the installation of the restrooms, including the regional sanitation connection fee, if any.

4. Mixed-Use Parcel D (also referred to as the "Roundhouse") has been developed with a two-story building containing approximately 8,470 square feet of restaurant space.

In addition to the requirements of the Design Development Application for the Historic Folsom Station Project, the Developer Improvements shall be constructed pursuant to requirements contained in the Noise Impact Study of Historic Folsom Station Public Plaza Modifications and Criteria to Meet Folsom Noise Limits, prepared by The Acoustics & Vibration Group, Inc., dated February 25, 2008.

C. Architecture and Design
The Developer Improvements shall be of high architectural quality, shall be welllandscaped, and shall be effectively and aesthetically designed. The shape, scale of volume, exterior design and exterior finish of each of the buildings must be consonant with, visually related to, physically related to, and an enhancement of adjacent buildings within the Sutter Street subarea of the Historic District. The exterior design and exterior finish of each of the four buildings constructed on the Mixed-Use Parcels must be individual and distinct from the others. The Developer's plans submitted to the City shall describe in detail the architectural character intended for the Developer Improvements.

D. All signs on the exterior of the buildings are of special concern to the City and must be approved by the City (which approval shall not be unreasonably withheld).

10/13/2026 Item No.4.
49 E. Screening
Trash areas shall be screened on at least three (3)sides and have movable doors or other devices to obscure such areas from view. All fire standpipes and such other fire related mechanical devices shall be screened with plant materials. Rooftop equipment shall be reasonably hidden so as to mitigate views from principal elevations surrounding the development.

F. Applicable Codes
The Developer Improvements shall be constructed in accordance with the Uniform Building Code (with City modifications) and the Folsom Municipal Code.

II. SITE CLEARANCE AND PREPARATION
A. On-Site Demolition and Clearance

1. The Developer shall remove, plug and/or crush in place utilities, such as storm sewers, sanitary sewers, water systems, electrical overhead and underground systems and telephone and gas systems located on the Mixed-Use Parcels, as may be required following any necessary relocation of the utilities.

B. Compaction. Finish Grading and Site Work
Pursuant to the Implementation Agreement, the Developer has, prior to the execution of this Agreement, performed on Mixed-Use Parcel C, excavation, fill, compaction and grading work pursuant to plans entitled "Rough Grading Plans for the Improvement of Historic Folsom Station Granite House," approved by the City of Folsom on October 10, 2008.

The City has over-excavated and rough graded the Public-Use Site and Mixed- Use Parcels A, C, D and E pursuant to grading plans included in the plans entitled "City of Folsom Redevelopment Department Plans for the Improvement of Historic Folsom Station, PN #2613," dated October 13, 2010, and approved by the City of Folsom on November 2, 2010 (the "Grading and Plaza Plans"). The Grading and Plaza Plans are based on soils analyses undertaken by Youngdahl Consulting Group, Inc., on both the Public-Use Site, which analysis was paid for by the Agency, and Mixed-Use Parcels A, C, D and E, which analysis was paid for by the Developer.

III. CITY IMPROVEMENTS
On March 8, 2008, the City of Folsom approved a design for a public plaza on the Public-Use Site, which design is shown on the drawing attached to this Scope of Development as Exhibit B; construction plans for a public plaza pursuant to this design are included in the Grading and Plaza Plans. The City has constructed, or caused to be constructed, a public plaza on the PublicUse Site as shown on Exhibit B, except that the public plaza shall not include the interactive water fountain; included as part of the public plaza are lighting and landscaping, a stage for the amphitheater, and a cover for the stage.

The City has constructed, or cause to be constructed, streetscape improvements adjacent to the Railroad Block, including sidewalks, curbs, gutters, driveways, on-street parking spaces, street lighting and other pedestrian amenities. These improvements were constructed pursuant to the Agency's Sutter Street Streetscape Project, which has also completed the frontage improvements

10/13/2026 Item No.4.
50 in each of the 600, 700, 800 and 900 blocks of Sutter Street.

IV. MISCELLANEOUS
A. Parcel Map(s)
The Agency, at the time specified in the Schedule of Performance (Attachment No. 7), has prepared and recorded, or caused to be prepared and recorded, a parcel map or maps with respect to the Railroad Block designating each of the parcels comprising the Mixed- Use Parcels and the remaining Public-Use Site. The Developer, at its sole expense, provided the Agency with all plans, data, records and other information relating to the Mixed-Use Parcels necessary for the preparation of the parcel map(s).

B. Environmental Mitigation Measures
The following mitigation measures were required in connection with the approval of the Railroad Block 1997 Urban Design Master Plan Initial Study/Mitigated Negative Declaration (the "IS/MND") and were not modified by, nor were new mitigation measures added by, the Addendum to the IS/MND approved on January 24, 2006:

Mitigation Measure 1: The City of Folsom shall require a Phase II Environmental Site Assessment prior to construction activities for developments within the Railroad Block and the proposed parking areas. The Phase IIsampling program should be conducted to determine what degree of contamination exists. This mitigation measure has been completed; the City obtained a Phase I and Phase II Environmental Site Assessment Report in June 2005.

Mitigation Measure 2: If contamination is identified in construction areas, then appropriate remediation of the site should be completed prior to construction. Successful completion of remediation should be determined in coordination with the Sacramento County Environmental Management Department.

Mitigation Measure 3: Regulation of the loudness and duration of warning horns for excursion trains is outside the jurisdiction of the City of Folsom. However, the City shall require that excursion train operators use warning devices of the minimum loudness required by law, and such devices shall only be sounded for the minimum lawful warning period, except in cases of emergency.

Mitigation Measure 4: Prior to initiation of any grading, clearing, excavation, or ground disturbance within the Railroad Block or proposed parking areas, the Agency, City or the Developer shall consult with a qualified archeologist to determine the archeological sensitivity of the proposed development site. This determination shall be based on archival research, interviews, and other accepted research methods. If the likelihood of encountering cultural resources is high, and such resources cannot be avoided by site design, the City shall require the establishment and implementation of an approved research plan. Such a plan may include measuring, describing, and photographing the resources; collecting any artifactual materials; excavating deposits; and reporting on the finds.

If the likelihood of encountering cultural resources is low, ground disturbance may be permitted. If, at any point during construction, should any cultural resources, such as structural features, unusual amounts of bone or shell, artifacts, human remains, or architectural remains be encountered, work shall be suspended and the City of Folsom shall be notified. The City shall consult with a qualified