Cities Index.
Agenda packet

Healdsburg City Council
September 16, 2024

Document
Agenda packet
Meeting
September 16, 2024
Body
Healdsburg City Council
Pages
5
Original file
30.8 MB
Text extracted from the city's file for reading and search. Open the original on healdsburgca.iqm2.com. That file is the official record.

4883-2394-4922 v2
to CEQA Guidelines Section 15168 (collectively, the “Mill District Project CEQA Determination”); and
WHEREAS, the Mill District Final Map subdivided the land comprising the Mill District Project into seven (7) parcels, one parcel of which is legally described as Lot 1 of the Final Map of the Mill District, filed December 28, 2020 in Book 817 of Maps at Pages 32-47 of Official Records, County of Sonoma, State of California (APN 002-870-006), Instrument No. 2020- 124351; and
WHEREAS, Developer submitted applications to the City seeking approval of amendments to previously approved entitlements for the Mill District Project consisting of the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04), plus new Tentative Subdivision Maps SBDV 0004-2024 (Lot 2), SBDV 0005-2024 (Lot 3), SBDV 0003-2024 (Lot 1), and Tentative Parcel Map SBDV 0002-2024 (Lot 5) that reflect revised residential unit counts for Lots 2 and 3 and modifications to the allowable uses on Lots 1 and 5; and
WHEREAS, if approved by the City Council, the Fourth Amendment to the Development Agreement (DA 2018-01.04) would allow for the relocation of the Residential Amenity from Lot 1 to Lot 5, and allow for the establishment of 12 hotel investment suite units as a component of a 53-room hotel on Lot 1; and
WHEREAS, Developer submitted applications to the City seeking approval of Major Design Review (DR 0005-2024), a Conditional Use Permit (CUP 0005-2024), and a Variance (VAR 0001-2024) for the Mill District Hotel Project on Lot 1 comprised of a 53-room hotel with up to 12 rooms provided as hotel investment suites, a restaurant, spa and ancillary uses in an approximately 65,000 square foot building with a separate approximately 1,700 square foot commercial/retail building; and
WHEREAS, Developer submitted an application to the City for the Lot 1 Tentative Subdivision Map (SBDV 0003-2024) that identifies one common area parcel, two exclusive use common area parcels and three air space parcels: Parcel 1 – Hotel (1st– 4 th Floor); Parcel 2 –
Condos (2nd– 4
th Floor) ; and Parcel 3 _ Retail (1st Floor), as well as an exclusive use common area in favor of Parcels 1 and 2 for the pool facilities and an exclusive use common area in favor of Parcel 1 for the restaurant patio on the 1st Floor of Lot 1; and WHEREAS, at a properly noticed public hearing on August 27, 2024, the Planning Commission reviewed written and oral staff reports, conducted a public hearing, received testimony and all pertinent documents and information into the record related to Major Design Review (DR 0005-2024), Conditional Use Permit (CUP 0005-2024), and Variance (VAR 0001- 2024) for the Mill District Hotel Project on Lot 1, and Tentative Subdivision Map Application SBDV 0003-2024; and the Planning Commission adopted Resolution No. 2024-xx approving Major Design Review (DR 0005-2024), Conditional Use Permit (CUP 0005-2024), and Variance (VAR 0001-2024) for the Mill District Hotel Project on Lot 1 and the Planning Commission

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Packet Pg. 322 Attachment: 2. RESOLUTION-Lot 1 Tentative Map (SBDV 0003-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) Resolution No. -2024

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4883-2394-4922 v2
adopted Resolution No. 2024-xx recommending that the City Council approve the Lot 1 Tentative Subdivision Map based upon recommended findings and subject to recommended conditions of approval; and
WHEREAS, on September 16, 2024, the Healdsburg City Council held a duly noticed public hearing on the Lot 1 Tentative Subdivision Map (SBDV 0003-2024), reviewed the written and verbal staff reports, took testimony, and received into the record all pertinent documents.

NOW THEREFORE BE IT RESOLVED that the City Council hereby determines that any environmental impacts related to the Mill District Project have been reviewed and considered in accordance with the provisions of the California Environmental Quality Act. The environmental review for the Mill District project ("Project") relied upon the certified EIR for the Central Healdsburg Avenue Plan ("CHAP EIR") which was prepared pursuant to the California Environmental Quality Act (Pub. Res. Code § 21000, et seq.) ("CEQA"), and certified by the Healdsburg City Council on January 21, 2014 (State Clearinghouse No. 2012112011). In 2019, the Project was evaluated for consistency with the CHAP EIR as part of City approvals for a Tentative Map, Master Conditional Use Permit, Heritage Tree Removal Permit, and Historic Demolition Permit. The City identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Mill District Project’s CEQA compliance:
(i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183;
(ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and
(iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District CEQA Determination”).

The Mill District CEQA Determination continues to provide a basis for the CEQA compliance for Tentative Subdivision Map Application SBDV 0003-2024 for Lot 1 of the Final Map of the Mill District and the revised tentative map and circumstances under which the revisions are undertaken do not require the preparation of a subsequent EIR or supplemental EIR pursuant to CEQA Guidelines Section 15162 or 15163, respectively.

BE IT FURTHER RESOLVED that the City Council hereby approves Tentative Subdivision Map Application SBDV 0003-2024 for Lot 1 of the Final Map of the Mill District as shown on Exhibit A and subject to the Conditions of Approval attached hereto as Exhibit B incorporated herein by this reference based on the facts and findings as set forth and subject to all applicable mitigation measures in the CEQA Determination for the Mill District Project attached hereto as Exhibit C and incorporated herein by this reference based on the facts and findings as set forth below:

A. The proposed map and its design and improvements are consistent with the general plan and any applicable specific plan.

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Packet Pg. 323 Attachment: 2. RESOLUTION-Lot 1 Tentative Map (SBDV 0003-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) Resolution No. -2024

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Tentative Subdivision Map Application SBDV 0003-2024 for Lot 1 of the Final Map of the Mill District identifies one common area parcel, two exclusive use common area parcels and three air space parcels: Parcel 1 – Hotel (1st– 4
th Floor); Parcel 2 – Condos (2nd
– 4
th Floor) ;
and Parcel 3 _ Retail (1st Floor), as well as an exclusive use common area in favor of Parcels 1 and 2 for the pool facilities and an exclusive use common area in favor of Parcel 1 for the restaurant patio on the 1st Floor . The Tentative Subdivision Map is consistent with the intent of the Mixed Use land use classification in the Healdsburg 2030 General Plan and the Central Healdsburg Avenue Plan (CHAP). The subdivision will allow for a condominium plan to establish separate ownership of the retail space, hotel, and hotel investment suites in the Mill District Hotel project.

B. The site is physically suitable for the type and proposed density of development.

Lot 1 of the Final Map of the Mill District is 1.4 acres in size and, as demonstrated by the Plan Set submitted for Major Design Review (DR 0005-2024) for the Mill District Hotel project on Lot 1, the site can accommodate the type and density of proposed uses.

C. The design of the subdivision and the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat.

The Mill District Hotel project would have no impact on fish or wildlife or their habitat. The project will be required to comply with all relevant mitigation measures of the Mitigation Monitoring and Reporting Program for the Mill District Project, as set forth in the Mill District Project CEQA Determination and adopted by the City Council.

D. The design of the subdivision and the type of improvements are not likely to cause serious public health problems.

The Environmental Checklist for the Mill District Project and the CHAP EIR evaluate potential impacts to public health including air quality impacts, noise impacts, hazards and hazardous materials, and wildfire. These analyses concluded that the Mill District Project will not result in public health hazards.

E. The design of the subdivision and the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision.

There are no existing or proposed public access easements on Lot 1.

F. Unless otherwise provided by the Subdivision Map Act, the design of the subdivision provides, to the extent feasible, for future passive or natural heating or cooling opportunities in the subdivision.

The design of the subdivision provides for solar access and allows for passive or natural heating and cooling opportunities for the Mill District Hotel project on Lot 1.

BE IT FURTHER RESOLVED that this resolution shall become effective concurrent with the effective date of an ordinance adopted by the City Council approving the Fourth Amendment to the Development Agreement (DA 2018-01.04); and

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Packet Pg. 324 Attachment: 2. RESOLUTION-Lot 1 Tentative Map (SBDV 0003-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) Resolution No. -2024

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BE IT FURTHER RESOLVED that if the Fourth Amendment to the Development Agreement (DA 2018-01.04), as approved by the City Council, includes provisions that necessitate additional Conditions of Approval to achieve consistency with the Development Agreement, such amendments shall be imposed by the community development director as minor amendments and shall not require Planning Commission review and approval.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Healdsburg this 16th day of September 2024, by the following vote:

AYES: Councilmembers: ( )
NOES: Councilmembers: ( )
ABSENT: Councilmembers: ( )
ABSTAINING: Councilmembers: ( )
SO ORDERED: ATTEST:
__________________________________ ____________________________________ David Hagele, Mayor Raina Allan, City Clerk

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Packet Pg. 325 Attachment: 2. RESOLUTION-Lot 1 Tentative Map (SBDV 0003-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) Exhibit A
MILL DISTRICT LOT 1 TENTATIVE MAP
4883-2394-4922 v2

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Packet Pg. 326 Attachment: 2. RESOLUTION-Lot 1 Tentative Map (SBDV 0003-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) Exhibit B
MILL DISTRICT LOT 1 TENTATIVE MAP

CONDITIONS OF APPROVAL
4883-2394-4922 v27

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Packet Pg. 327 Attachment: 2. RESOLUTION-Lot 1 Tentative Map (SBDV 0003-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) Exhibit C

MILL DISTRICT CEQA CERTIFICATE OF DETERMINATION
4883-2394-4922 v2 8

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Packet Pg. 328 Attachment: 2. RESOLUTION-Lot 1 Tentative Map (SBDV 0003-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) © ●
NORTH
TE L (707) 542-6451 FA X (707) 542-5212
15 TH I RD STR EE T , SAN TA RO SA, CA 95401

CI VI L EN G I NE E R S UR BAN PLA NN ER S LAN D SU R V EY O R S LA N D SCAP E ARC H ITECT S LEGEND

VICINITY MAP
NTS

BASIS OF BEARINGS

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Packet Pg. 329 Attachment: 2. Ex A. Lot 1 Tentative Map (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) © ●
NORTH
TE L (707) 542-6451 FA X (707) 542-5212
15 TH I RD STR EE T , SAN TA RO SA, CA 95401

CI VI L EN G I NE E R S UR BAN PLA NN ER S LAN D SU R V EY O R S LA N D SCAP E ARC H ITECT S

AIRSPACE PARCEL KEY
LEVEL 4
LEVEL 3
LEVEL 2
LEVEL 1

SECTION A-A

SECTION B-B
LEGEND

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Packet Pg. 330 Attachment: 2. Ex A. Lot 1 Tentative Map (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) Exhibit B
4881-7288-4442 v2

CONDITIONS OF APPROVAL
Mill District Project
Tentative Subdivision Map Application SBDV 0003-2024
Lot 1 of the Final Map of the Mill District
(APN: 002-870-002)
Note: Conditions that are carried forward from the City Council's approval of Tentative Subdivision Map TM 2017-01 for the Mill District Project are shown in italicized text.

General

1. This specific approval is limited to the Tentative Map SBDV 0003-2024 and is not intended to serve as an approval of the overall project description that was submitted with the tentative map application.

2. This Tentative Map approval shall become effective concurrent with the effective date of an ordinance adopted by the City Council approving the Fourth Amendment to the Development Agreement (DA 2018-01.04) which relocates the residential amenity from Lot 1 to Lot 5 and which authorizes 12 condominium parcels for hotel investment suites on Lot 1.

3. If the Fourth Amendment to the Development Agreement (DA 2018-01.04), as approved by the City Council, includes provisions that necessitate additional Conditions of Approval to achieve consistency with the Development Agreement, such amendments shall be imposed by the community development director as minor amendments in accordance with Healdsburg Municipal Code section

17.04.160.

4. This approval is based upon all conditions of approval set forth herein, including mitigation measures and specified plans and agreements included by reference, as well as all applicable City rules and regulations. Any deviations from the conditions must be reviewed and approved by the City for conformity with this approval. Deviations may require approved changes to these approvals and/or further environmental review. Deviations without the above-described approval will constitute a violation of permit approval.

5. Except as specifically authorized in these conditions of approval, the grading, development, use, and maintenance of the property; the size, shape, arrangement, and location of the structures, parking areas and landscape areas; and the protection and preservation of resources shall be subject to Planning Commission approval and shall conform to the conditions of approval below. The property and any portions thereof shall be sold, leased or financed in compliance with the conditions of approval thereto, including all related covenants and agreements. All plans and agreements (such as landscape maintenance plans) required pursuant to these conditions of approval must be submitted for review and approval and shall be implemented as approved by the City.

6. The use and/or construction of any structures or improvements authorized by this approval shall not commence until all necessary planning and building permits pertaining to the use or construction in question are obtained. Before any grading or building permit will be issued by the city, the Owner/Applicant must obtain written clearance from all departments having conditions; such clearance shall indicate that the Owner/Applicant has satisfied all pre-construction conditions.

7. The Owner/Applicant's acceptance of this permit and/or commencement of use, construction and/or operations under this approval shall be deemed acceptance of all conditions of this approval by the Owner/Applicant.

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Packet Pg. 331 Attachment: 2. Ex B. Lot 1 TM Conditions of Approval (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 4881-7288-4442 v2 2

8. All site and Project development must occur in conformance with the previously-certified Central Healdsburg Avenue Plan Environmental Impact Report (CHAP EIR) identified for the approval of Mill District Project land use application numbers TM 2017-01, DA 2018-01, CUP 2017-12, MISC 2017-01 and HT 2017-02 (together, the "Project Approvals", and the adopted Mill District Project Certificate of Determination and the Mitigation Monitoring and Reporting Program for the Project that is attached thereto (the "Project MMRP").

9. The Owner/Applicant shall follow all recommendations of the following Technical Appendices attached to the Mill District Environmental Checklist:
• Mill District Air Quality and Greenhouse Gas Assessment, prepared by Illingworth and Rodkin, Inc., dated April 17, 2018, as amended on November 8, 2018. • Biological Technical Memorandum for the Mill District Project, prepared by WRA Environmental Consultants, dated December 10, 2018.
• Traffic Impact Study for the Mill District and Addendum, prepared by W-Trans, dated March 1, 2018, as amended on December 11, 2018.
• Historic Resource Evaluation of the Property Located at 146 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 16, 2017. • Historic Resource Evaluation of the Property Located at 164 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 27, 2017. • Mill District Environmental Noise and Vibration Assessment, prepared by Illingworth & Rodkin, dated March 21, 2018, as amended on August 3, 2018 and December 7, 2018. • Mill District Tree Survey and Protection Plan, prepared by WRA Environmental Consultants, dated August 3, 2018.

10. The Owner/Applicant shall ensure that potential contractors are aware of City requirements. The Owner/Applicant shall notify all contractors and subcontractors in writing of the site rules, restrictions, and Conditions of Approval and submit a copy of the notice to the Planning Department.

11. All construction-related vehicles, equipment staging, and storage areas shall be located onsite and outside of the road and highway right of way, unless otherwise agreed to by the Director of Public Works. The Owner/Applicant shall provide all construction personnel with a written notice of this requirement and a description of approved parking, staging and storage areas. The notice shall also include the name and phone number of the Owner/Applicant's designee responsible for enforcement of this restriction. Designated construction personnel parking, equipment staging, and storage areas shall be depicted on Project plans submitted for building permit applications. All City Department comments on the Project are required to be met to the Department's satisfaction.

12. The Owner/Applicant shall defend, indemnify and hold harmless the City or its agents or officers and employees from any claim, action or proceeding against the City or its agents, officer or employees, to attack, set aside, void, or annul, in whole or in part, the City's approval of this Project, except as to any claim action or proceeding submitted or initiated by Owner/Applicant. Such defense shall be in accordance with Section 6.6 of the Development Agreement for the project, (the "Development Agreement") that was approved by the City Council on April 1, 2019.

13. This approval does not confer legal status on any existing structure(s) or use(s) on the property unless specifically authorized by this approval.

14. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's commitment that all diesel-powered portable equipment

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Packet Pg. 332 Attachment: 2. Ex B. Lot 1 TM Conditions of Approval (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 4881-7288-4442 v2 3
on the Project site will meet EPA particulate emissions standards for Tier 4 engines or the equivalent for construction of the Project.

15. During any grading or construction activities on the site, the contractor shall implement the following best management practices that are required of all projects:
(a) All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. (b) All haul trucks transporting soil, sand, or other loose material off-site shall be covered. (c) All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited.
(d) All vehicle speeds on unpaved roads shall be limited to 15 miles per hour (mph). (e) All roadways, driveways, and sidewalks shall be paved in a timely manner with no undue delay. Building pads shall be laid immediately after grading unless seeding or soil binders are used.
(f) Idling time of construction equipment shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations (CCR)). Clear signage shall be provided for construction workers at all access points.
(g) All construction equipment shall be maintained and properly tuned in accordance with manufacturer's specifications. All equipment shall be checked by a certified mechanic and determined to be running in property condition prior to operation. (h) Prior to issuance of a grading permit, the property owner shall post a publicly visible sign with the telephone number and person to contact at the Planning Department regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District's phone number shall also be visible to ensure compliance with applicable regulations.

16. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's assurance that there shall be no pile driving on site.

17. The Final Map shall be filed within two years from the date of approval of the tentative map or an extension of time shall be requested prior to the expiration date.

18. Prior to recordation of the Final Map and subject to City approval as to form and content, the Owner/Applicant shall include all of the mitigation measures and conditions of approval associated with or required by this Project approval on a separate informational sheet(s) to be recorded with the Final Parcel Map. All applicable conditions and mitigation measures for the Project shall be printed on grading and/or building plans.

19. If the Tentative Map is proposed to be revised, including revisions to these conditions of approval, the revisions shall be approved pursuant to and in accordance with Chapter 17.04 of the Healdsburg Municipal Code.

20. This approval is subject to the terms and conditions of the Development Agreement. If any of these conditions of approval is in conflict, or is inconsistent, with any term or conditions of the Development Agreement for this Project, then the Development Agreement shall control.

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Packet Pg. 333 Attachment: 2. Ex B. Lot 1 TM Conditions of Approval (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 4881-7288-4442 v2 4

21. Condominiums consistent with the Subdivision Map Act and Healdsburg Municipal Code Chapter

17.04 may be permitted on each parcel as set forth in the “Permitted Use Table” included in the conditions of approval for Conditional Use Permit CUP 2017-12 and as may be modified by subsequent approvals, provided that the total number of residential units shall not exceed 208, the market units shall not exceed 146, the number of hotel rooms shall not exceed 53, the amount of commercial space shall not exceed 15,000 square feet, and the privately owned, publicly accessible park shall be no less than 0.86 acre.

Community Development Department

22. The Final Map submitted for review and approval by the City shall be substantially consistent with Tentative Map SBDV 0003-2024.

23. Prior to City approval of the Final Map, the Owner/Applicant shall submit to the City any related modifications to the covenants, conditions, and restrictions (CC&Rs) for the Project that are necessary to ensure conformity with "Planning & Building Department Condition #5" of Tentative Map 2017-01 as set forth in City Council Resolution No. 42-2019. The updated CC&Rs shall be subject to prior review and approval of the City Attorney.

Public Works

24. Fees
a. All public works plan check and development impact/capacity fees will be calculated and assessed, and due payable at building permit issuance.

25. Final Map
a. The Final Map shall be prepared in accordance with the State Subdivision Map Act, the City's Subdivision Ordinance and City's Public Works Standard Specifications and Details. All parcel or lot boundary dimensions and bearings shall be shown on the Final Map with all parcel or lot corners delineated by durable monument.
b. Prior to approval, the Final Map requires technical review and approval by the City's contract land surveyor.
c. Prior to issuance of any construction permits for structures, the applicant shall submit an application for a Final Map for condominium purposes, obtain City approval of the Final Map, and the map shall be filed with the filed with the County Recorder’s Office.

26. Dedications
a. The project is responsible for dedicating all necessary right of way and public easements either on the final map, or via separate easement deed documents, as determined by the City Engineer.

The applicant is responsible for preparing all dedication documents. b. Vacate any unnecessary easements on the final map, as determined by the City Engineer and/or Utilities Director.

27. Low Impact Development/SWPPP
a. The project shall be designed and constructed in accordance with the City's low impact development regulations.
b. Final, construction level, low impact development storm water calculations and plans are required with the submittal of the building permit application construction documents, for both

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Packet Pg. 334 Attachment: 2. Ex B. Lot 1 TM Conditions of Approval (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 4881-7288-4442 v2 5
the on-site and off-site areas. This shall include the final SWLID determined worksheet, signed by the applicant.
c. Any trash areas shall be enclosed, covered, plumbed to the sewer and shall not allow stormwater run-on or run-off into/away from the enclosure area.
d. The Applicant shall submit a maintenance declaration for storm water BMPs, using the City’s template, to the City Engineer for review and approval for post construction storm water treatment items. The agreement shall be recorded prior to issuance of the first certificate of occupancy.

28. Interior Streets and Parking
a. An encroachment permit from the Public Works Department shall be required for any work done within the public right-of-way, public easement or on public utility.

29. Utilities
a. The Applicant shall submit domestic water use demands with submittal of construction drawings to determine the necessary water service and meter sizes. b. Individual water meters and utility accounts are required for all condominium and common parcels.
c. Water sub-meters and a water sub-metering agreement are required for all condominium units, to be determined with the future construction drawings prior to building permit issuance. d. Individual water meters and utility accounts are required for each commercial tenant, to be determined in the future. Backflow prevention will be required for commercial units. e. Combined sewer laterals shall be 6-inches diameter or larger and are allowed for the mixed-use area. Maintenance declarations and easements for any shared sewer laterals are required to be established and recorded prior to final inspection.
f. All new on-site water supply, storm drain, and sanitary sewer lines shall be privately owned and maintained.
g. Locations of all utilities, including joint trench lines, shall be coordinated with the proposed landscaped plan. Landscaping over utility lines shall be limited to low lying shrubs and ground cover. Additional street pavement restoration will be required in joint trench areas, subject to the approval of the City Engineer.

27. Prior to issuance of the first certificate of occupancy, private maintenance declarations shall be created and recorded for all shared private utilities, streets, driveways, sidewalks, streetlights, drainage, private shared landscaping, EVAs, and all other commonly shared infrastructure. All maintenance declarations shall be reviewed and approved by the City, prior to recordation.

28. The construction of any structures or improvements authorized by this approval shall not commence until all necessary permits pertaining to the use or construction in question are obtained. Before any grading or building permit will be issued by the City, Applicant must obtain written clearance from all departments having conditions and such clearance shall indicate that the Applicant has satisfied all pre-construction conditions.

Fire Department

30. Fire Code: All buildings shall be subject to fire code requirements.

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Packet Pg. 335 Attachment: 2. Ex B. Lot 1 TM Conditions of Approval (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 4881-7288-4442 v2 6

31. Fire Flow: The minimum fire flow and flow duration for buildings other than one- and two-family dwellings shall be as specified in Table B105.1(2). A reduction in required fire flow of up to 50 percent, as approved is allowed when the building is provided with an approved automatic sprinkler system installed in accordance with other sections of this code. the resulting fire flow shall not be less than 1500 gallons per minute for the prescribed duration as specified in Table B105.1.City Ordinance 1157, Section.B105.2

32. Fire Hydrant: Where a portion of the facility or building hereafter constructed or moved into or within the jurisdiction is more than 250 feet from a hydrant on a fire apparatus access road, as measured by the approved route around the exterior of the facility or building, on-site fire hydrants and fire mains shall be provided where required by the Fire Code Official. City Ordinance 1157, 507.5.1

33. Fire Hydrant: Fire hydrants shall be located within 100 feet of the FDC, or as approved by the fire code official. City Ordinance 1157, Table C102.1 Footnote g

34. FDC Location: With respect to hydrants, driveways, buildings and landscaping, fire department connections shall be so located that fire apparatus and hose connected to supply the system will not obstruct access to the buildings for other fire apparatus. The location of the fire department connections shall be within 100 feet of a fire hydrant or approved by the fire code official (Also see Section 507.5.1.1). City Ordinance 1157, CFC 912.2

35. A Fire Department approved key box shall be installed at a location approved by the Fire Department.

The box shall contain all keys necessary to gain access and control any fire protection systems or hazardous materials. Applicant shall pay the purchase prices of said box.

36. Construction plans must provide for an acceptable direct access to the pool area for first responders to the satisfaction of the Fire Department (i.e., "man gate" with direct access from north side of the pool fence along Sawmill Circle).

Electric Department

37. Public utility easements (PUE) are required along the street frontages and at various locations within the development. At a minimum Developer will plan for and provide a 5-foot PUE back of sidewalk on the south and west sides of the planned interior streets. Additional PUEs will be required for necessary electrical equipment. The back two feet of the sidewalk may be used for the dry-utility trench, but additional space is needed behind sidewalk, outside of the normal pedestrian and ADA pathway for utility boxes and fixtures. Placing utility boxes in the sidewalk should be avoided.

SMART
a. The Owner/Applicant shall comply with all requirements of Sonoma Marin Area Rail Transit (SMART), as detailed in the attached letter to the City of Healdsburg from SMART, dated August 17, 2017.

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Packet Pg. 336 Attachment: 2. Ex B. Lot 1 TM Conditions of Approval (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 1 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com

CERTIFICATE OF DETERMINATION/COMMUNITY PLAN EVALUATION,

ADDENDUM, AND PROGRAM EIR
Project Description
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is located two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout. The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

The project is the redevelopment of an area designated for mixed-use development in the Central Healdsburg Avenue Plan (CHAP). As shown on the site plan, 188 units of multi-family housing are proposed; of those, 140 will be “market rate” and 48 will be deed-restricted, single-occupancy rental units targeted for affordability for households with very low and/or low income, as defined by the State of California.

In addition to housing, the project includes development of a 53-room hotel, 15,000 square feet of commercial uses in multiple buildings, public plaza spaces, two new public streets, a common amenity building with food and beverage service, a fitness facility and a pool; public open space; and associated landscaping. Maintenance structures, parking and bicycle racks, and a transit connection to the proposed multi-use path connecting to the SMART rail station would also be provided.

Hotel. The hotel would provide 53 guest rooms, 5,443 square feet of lobby and public space, and 8,500 square feet of commercial space that will be leased to individual tenants. Hotel parking and hotel support services would be accessed by a ramp at the east end of the building and provided at basement level using a stacked parking system and loading docks, respectively. Fitness and pool amenities will be provided through shared access to the nearby residential amenity facility. The hotel will provide breakfast service for guests as well as room service but will not include a full-service restaurant.

The architecture of the hotel complex and courtyard would respect the former industrial character of the Nu Forest Products lumber mill site. It will combine contemporary forms and building systems with industrial finishes and elements such as exposed industrial light gauge steel, post-and-beam construction, and rough-sawn finishes. A dust collector and other components repurposed from the mill would add to the design and articulate an architecture that is rooted in the past, as well as revitalized and looking forward. Large interior spaces with window walls that open up to outdoor pedestrian plazas would facilitate flexible use of the more public spaces.

Commercial Uses. The three-story commercial, retail, and residential building at the edge of the Redwood Grove (Building A) would provide ground floor commercial and restrooms for the park, in

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Packet Pg. 337 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 2 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com addition to housing. The residential units will be located on the upper floors. These uses will provide an active street frontage along Healdsburg Avenue consistent with the CHAP.

Other commercial buildings on-site would include a single purpose tavern building located adjacent to a community garden and orchard, a landscape workshop, storage and recycling/composting center, a pool house with fitness equipment and mechanical equipment for the pool, and a small gazebo in the park. • Open Space. The project will provide the following privately owned common areas with public access:
- Open Space Park—The 1.01-acre park would feature a passive-use lawn area against the backdrop of a grove of heritage Redwood trees, meandering pedestrian walkways and benches milled on-site by the former occupant, Nu Forest Products. - Adventure Play Area—This area would feature natural boulders and re-purposed/salvaged tree trunks for free-form play and climbing/bouldering.
- The Tavern Terrace—A commercial/retail space with an open-air terrace and turf open space with westward orientation.
- Gardener’s Shed & Community Garden—A community garden and display of seasonal herbs and vegetables and an accessory structure for gardening equipment and storage. - Hotel Plaza—The plaza area on both sides of Mill Circle would support the commercial, retail and hospitality functions of the mixed-use development. Uses within the plaza would include pedestrian circulation, public gathering and seating, outdoor dining and patio areas, minor retail display, artwork display, hotel guest drop-off and valet, service access and landscaped areas.

Landscaping
The proposed plant palette for the landscape is drought-tolerant, climate-adapted, and appropriate for the Mediterranean-like climate of the City and the region. The project will comply with the City’s Water Efficient Landscaping Ordinance pursuant to Land Use Code Section 20.16.105.

An existing and towering stand of redwood trees would be preserved and provide backdrop to the publicly accessible open space and scale to the project as viewed from Healdsburg Avenue.

Large, canopied, deciduous shade trees will line the street on both sides to provide visual and spatial integration between buildings and the street corridor. Along the internal streets, a generous landscape planting area separates the pedestrian walkway from the street and provides an enhanced pedestrian experience. Flowering species and citrus trees will provide visual accents throughout the proposed development.

CEQA Determination
The project is exempt from further environmental review per Section 15183 of the California Environmental Quality Act (CEQA) Guidelines and California Public Resources Code Section 21083.3.

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Packet Pg. 338 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 3 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com The following CEQA streamlining and/or tiering code sections also separately and independently provide bases for CEQA compliance for the project:
• The project is eligible for environmental review in the form of an addendum pursuant to CEQA Section 21166 and CEQA Guidelines Sections 15162 and 15164. • The project is within the scope of the CHAP, which was covered by a Program EIR, and as such no new environmental document is required pursuant to CEQA Guidelines Sections 15162 and 15168.

Determination
I do hereby certify that the above determination has been made pursuant to State and Local requirements.

Project Approval
The following discretionary approvals are expected to be necessary from the City:
• Tentative Subdivision Map
• Condominium Tentative Map
• Conditional Use Permit (CUP) for (1) mixed-use residential and (2) visitor lodging (hotel) uses in the MU district
• Any further CUPs that may be necessary for individual commercial tenants of the property • Heritage Tree Removal
• Historic Demolition Permit
• Density Bonus
• Design Review for each phase of the development
• Housing Allocations under Healdsburg’s Growth Management Ordinance (GMO) • Subdivision Improvement Agreement
In addition, the project would require ministerial approvals, including issuance of grading and building permits from the City of Healdsburg.

Community Plan Evaluation Overview
California Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183 provide that projects that are consistent with the development density established by existing zoning, community plan or general plan policies for which an Environmental Impact Report (EIR) was certified, shall not be subject to additional environmental review except as might be necessary to examine whether there are

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Packet Pg. 339 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 4 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com project-specific significant effects which are peculiar to the project or its site. Section 15183 specifies that examination of environmental effects shall be limited to those effects that a) are peculiar to the project or parcel on which the project would be located; b) were not analyzed as significant effects in a prior EIR on the zoning action, general plan or community plan with which the project is consistent; c) are potentially significant off-site and cumulative impacts that were not discussed in the underlying EIR; or d) are previously identified in the EIR, but which, as a result of substantial new information that was not known at the time that the EIR was certified, are determined to have a more severe adverse impact than that discussed in the underlying EIR. Section 15183(c) specifies that if an impact is not peculiar to the parcel or to the proposed project, then an EIR need not be prepared for the project solely on the basis of that impact.

CEQA Section 15183 applies to the project since the project meets all of the following conditions. (d)(1)(A) The project is consistent with a community plan adopted as part of a general plan.

The project is consistent with the CHAP, a comprehensive, long-term planning document for the project site and the surrounding area that was incorporated into the General Plan. The project will implement a number of the goals and policies of the CHAP, and, in accordance with the General Plan, the CHAP shall be used to guide land use and development decisions through the application of its standards and design guidelines.

The CHAP applies to an area of approximately 71.5 acres in Central Healdsburg, generally located south of Mill Street between US Highway 101 to the west and the Russian River to the east. The CHAP provides for a mix of land uses to meet its objectives, designating 21.9 acres Mixed Use, 8.3 acres Residential, and 8.7 acres Industrial. The proposed development would provide 188 units, which (net of units awarded as a density bonus) is within the density permitted by the CHAP.1 (d)(1)(B) The project is also consistent with a zoning action which zoned or designated the parcel on which the project would be located to accommodate a particular density of development.

Concurrently with adoption of the CHAP, the City rezoned the majority of the project site from Industrial (I) to Mixed Use (MU), with the result that the entire project site was designated MU. The project (net of units awarded as a density bonus) is consistent with the density of 16 du/ac specified for MU zoning districts in the Zoning Code.
1 The CHAP and the CHAP EIR analyzed a “most intensive” scenario that would result in 314 dwelling units with other uses in the buildout of the plan area; however, the “most intensive” scenario was intended to represent the highest-intensity use of infrastructure and highest level of environmental impacts from any mix of uses, not to represent the maximum number of residential units permitted on the project site. The number of residential units permitted on the project site is determined by the MU designation, which is 16 du/ac.

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Packet Pg. 340 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 5 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com (d)(2) An EIR was certified by the lead agency for the zoning action, the community plan, or the general plan.

The CHAP EIR was certified by the City on January 21, 2014, at which time the majority of the project site was rezoned such that the entire site was designated Mixed Use (MU).

Addendum Overview
Public Resources Code Section 21166 and CEQA Guidelines Section 15164 state that an addendum to a certified EIR is allowed when minor changes or additions are necessary and none of the conditions for preparation of a subsequent EIR or Negative Declaration pursuant to Section 15162 are satisfied.

The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed project would cause significant environmental impacts. Therefore, no supplemental environmental review is required, and the Environmental Checklist serves as an addendum to the CHAP EIR in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164.

Program EIR Overview
Pursuant to CEQA Guidelines Section 15168 (Program EIRs), the CHAP EIR can be used as a Program EIR in support of streamlining and/or tiering provisions under CEQA. CEQA Guidelines Section 15168 defines a “program EIR” as one prepared on a series of actions that can be characterized as one large project and are related geographically and by other shared characteristics. Section 15168 continues that “subsequent activities in the program EIR must be examined in the light of the program EIR to determine whether an additional environmental document must be prepared.” If the agency finds that pursuant to CEQA Guidelines Section 15162, no new effects could occur and no new mitigation measures would be required, the agency can approve the activity as being within the scope of the project covered by the program EIR and no new environmental document is required.

As discussed above, the Environmental Checklist was prepared for the currently proposed project. The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified CHAP EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed

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Packet Pg. 341 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 6 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com project would cause significant environmental impacts. Therefore, no supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15168, as the project is within the scope of the activities contemplated by the CHAP EIR.

Project Setting
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout.

The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

Potential Environmental Effects
The CHAP EIR found significant and unavoidable impacts from future development in the Plan area to cultural resources. Project-level analysis determined that no new or more severe impacts would occur as a result of this project and no new mitigation would be required.

The CHAP EIR included discussion of cumulative impacts, which are summarized in the Community Plan Exemption (CPE) checklist2 prepared for the project, in each topical section. As discussed, the project would not result in any new cumulative impacts that were not already evaluated and disclosed in the CHAP EIR, nor would it result in any cumulatively considerable contribution to any cumulative impact.

The analysis concluded that there are several mitigation measures (MM) identified in the CHAP EIR that are relevant to the project. The relevant measures have been identified in Table 1 and are listed here for reference:
• MMs AQ-4a and 4b
• MMs BR-1a and BR-1b
• MMs CR-1a to CR-1f; CR-2 and CR-3
• MM HHM-3
• MMs HWQ-2 and HWQ-3
• MM NO-1, NO-2b, NO-3
• MMs TR-1; TR-C1-a; TR-C1-b
Table 1 lists the mitigation measures identified in the CHAP EIR and states whether each measure would apply to the proposed project.
2 The CPE Checklist is available for review at the Planning Department, 435 Allan Court, Healdsburg, CA, in the Case File for TM 2017-01, CUP 2017-12, MISC 2017-01, and HT 2017-02.

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Packet Pg. 342 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 7 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1: Mill District CHAP EIR Mitigation Measures
Mitigation Measure Applicability Compliance3
A. Air Quality
AQ-4a: Mitigation Measures for New
Sensitive Receptors Located near US
101
Applicable: The project would
include the development of sensitive
land uses within 450 feet of US 101.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that the level of
cancer risk or PM2.5 exposure would
be below applicable thresholds and
impacts would be less than
significant.

AQ-4b: New Sources of TACs Located
near Sensitive Receptors
Applicable: The project site would
include new sources of TACs near
sensitive receptors.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that these sources
would not cause significant cancer
risk or PM2.5 concentrations.

B. Biological Resources
BR-1a: Protect Special-status Birds
and Migratory Passerines and
Raptors during Construction
Applicable: Implementation of the
proposed project could negatively
impact special-status species,
migratory birds, or raptors.

The project sponsor has agreed to
conduct preconstruction surveys for
special-status species (see
Mitigation Measure BR-1a).

BR-1b: Protect Special-status Bats
during Building Demolition and Tree
Removal
Applicable: The project includes
building demolition.

The project sponsor has agreed to
survey buildings proposed for
demolition for the presence of
roosting bats or evidence of bats
(see Mitigation Measure BR-1b).

BR-1c: Protect Special-status Aquatic
Species
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1d: Protect Western Pond Turtle Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1e: Protect Yellow-legged Frog Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-2: Protect or Compensate for
Loss of Riparian Vegetation
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
3 Please see the Mitigation Monitoring and Reporting Program for the project, attached hereto as Appendix A.

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Packet Pg. 343 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 8 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
BR-3: Protect Wetlands and Waters Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
C. Cultural Resources
CR-1a: Avoid or Reduce Impacts to
Currently Unknown Archaeological
Resources
Applicable: Implementation of the
proposed project could disturb
existing unidentified archaeological
resources.

The project sponsor has conducted
an archaeological record search and
site survey study to provide project
guidance. The City also conducted
outreach to Native American tribes
in accordance with Assembly Bill 52.

In accordance with Mitigation
Measure CR-1a, a qualified
archaeologist will monitor all ground
disturbing activities to ensure that
any resources encountered are
protected/treated in accordance
with established procedures. (See
Mitigation Measure CR-1a).

CR-1b: Update 1983 Historic
Property Survey and Complete
Eligibility Determinations
Applicable: The current 1983
historic property survey does not
account for all structures and
districts that are historically
significant at the local, state, and
federal levels.

Completed. The project sponsor
conducted further evaluation of the
buildings/structures that could be
impacted by implementation of the
Mill District Project.

CR-1c: Amend Municipal Code

20.12.100
Applicable: The proposed project
could be located near undesignated
historically significant sites.

In accordance with Municipal
Ordinance 20.28 Article VII, the City
will amend section 20.12.100 of the
Municipal Code to include in the list
of designated historic structures,
buildings/structures that are
determined eligible (see Mitigation
Measure CR-1c).

CR-1d: Implement Healdsburg 2030
General Plan Policies
Applicable: The proposed project
could be located near undesignated
historically significant sites.

The City will continue to implement
General Plan policies HCR-A-2 and
HCR-A-3, supporting property
owners in seeking local historic
designation, and their efforts to
preserve and renovate historically
significant structures (see Mitigation
Measure CR-1d).

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Packet Pg. 344 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 9 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
CR-1e: Revise Plan Area
Development Standards and Design
Guidelines
Not Applicable: Implementation of
the proposed project would not
result in modifications to any
identified existing historic resources,
as defined in CEQA Guidelines
section 15064.5(b)(3).

Not Applicable
CR-1f: Recordation of Historical
Resources Prior to Demolition or
Removal
Applicable: Implementation of the
proposed project could disturb
existing unidentified cultural
resources.

The City will impose conditions of
approval to ensure that, prior to
demolition, the project sponsor will
conduct as-built surveys and prepare
drawings to support future exhibits,
research, etc. (See Mitigation
Measure CR-1f).

CR-2: Evaluation and Treatment of
Paleontological Resources
Applicable: Implementation of the
proposed project could result in the
disturbance of paleontological
resources (e.g., vertebrate bones,
teeth, or abundant and wellpreserved invertebrates or plants) during construction activities.

In the event of disturbance of
paleontological resources, the
project sponsor has agreed to follow
the procedures outlined in
Mitigation Measure CR-2.

CR-3: Protection of Human Remains
Encountered During Construction
Applicable: Implementation of the
proposed project could result in the
encounter and disturbance of
human remains during construction
activities.

In the event of discovery or
recognition of any human remains,
the project sponsor has agreed to
follow the procedures outlined in
Mitigation Measure CR-3.

D. Geology, Soils, & Mineral Resource
None Not Applicable Not Applicable
E. Greenhouse Gases
None Not Applicable Not Applicable
F. Hazards and Hazardous Materials
HHM-3: Protect against Hazards
from Soil or Groundwater
Contamination
Applicable: The project site would
be located on a moderate or high
risk environmental case site or on a
contiguous property of a moderate
or high risk site.

The project sponsor has agreed to
have an investigation performed of
soil, and, if encountered,
groundwater, prior to construction,
to determine the presence or
absence of contamination (see
Mitigation Measure HHM-3).

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Packet Pg. 345 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 10 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
G. Hydrology and Water Quality
HWQ-2: Prepare and Implement
Master Drainage Plan
Applicable: The project site would
be located within the CHAP.

Completed. The City has already
implemented this mitigation with the
preparation of a Storm Drainage
Master Plan in March 2017, which can
be found in Appendix H (GHD 2017.)
The City reviews the design of all
proposed projects within the CHAP
area to ensure compliance with the
applicable recommendations in the
Master Drainage Plan (as well as other
applicable requirements such as those
set forth in the SWPPP and the City’s
MS4 Permit), with the result that new
development will not increase peak
flows above the maximum capacity of
the pipes and other storm drain
system components serving the CHAP
area.

HWQ-3: Groundwater Management Applicable: The project would include activities and the use of
materials that could potentially
contaminate sources of water in the
project vicinity.

The project sponsor has agreed to
implement dewatering management
procedures (see Mitigation Measure
HWQ-3).

H. Land Use, Population, and Housing
None Not Applicable Not Applicable
I. Noise
NO-1: Noise and Land Use
Compatibility
Applicable: The project site would
be located within the CHAP and is
expected to implement the
Healdsburg 2030 General Plan’s Land
Use Compatibility for Community
Noise Environments guidelines.

Partially Completed. A site-specific
noise analysis has been conducted.

However, as a condition of approval,
subsequent acoustic analysis will be
conducted by a qualified noise
specialist who will, if necessary,
identify measures to reduce
stationary source noise impacts once
project specific design details have
been determined (see Mitigation
Measure NO-1).

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Packet Pg. 346 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 11 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
NO-2a: Railroad Vibration Applicable: The project is located within 100 feet of the centerline of a
railroad.

The project sponsor has agreed to
have an acoustic analysis conducted
by a qualified noise specialist who
will, if necessary, identify measures
that will be incorporated to reduce
vibration levels at or below the
guidelines of the FTA Groundborne
Vibration Impact Criteria (see
Mitigation Measure NO-2a).

NO-2b: Construction Vibration Not Applicable: The project would not include any significant sources of
vibration.

Not Applicable
NO-3: Temporary Construction Noise
(For Large or Complex Projects)
Applicable: The project is large and
would generate noise associated
with temporary construction
activities.

The project sponsor has agreed to
develop and implement noise
attenuation measures during
construction (see Mitigation
Measure NO-3).

J. Public Services, Utilities, and Recreation
None Not Applicable: Per the findings of
the CHAP EIR, no mitigation
measures are needed because all
impacts related to public services,
utilities, and recreation, were
determined to be less than
significant.

Not Applicable
K. Transportation
TR-1: Implementation of
Intersection Improvements at
Central Healdsburg Avenue/Mill
Street/Vine Street
Applicable: Vehicle trips at project
intersections are expected to exceed
2,250 vehicle trips during the PM
peak hour as a result of projectrelated development.

The City will implement identified
improvements to impacted
intersections prior to intersections
exceeding 2,250 vehicles trips during
the PM peak hour (see Mitigation
Measure TR-1).

TR-C1a: Improvement at Healdsburg
Avenue/Mill Street/Vine Street
Applicable: The project would
contribute trips to this intersection.

The City is currently constructing the
roundabout. The percentage of
project trips distributed to this
intersection will be used to calculate
the project’s fair-share contribution
to the construction of this
improvement (see Mitigation
Measure TRC-1a).

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Packet Pg. 347 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 12 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
TR-C1b: Improvement at Healdsburg
Avenue/Front Street
Applicable: The project would
contribute trips to this intersection.

The signal was installed in 2017. The
percentage of project trips
distributed to this intersection will
be used to calculate the project’s fair
share contribution to the
construction of this improvement
(see Mitigation Measure TRC-1b).

Conclusions

1. The project is consistent with the CHAP, which constitutes a community plan pursuant to Section 15183 of the CEQA Guidelines, as well as with the rezoning action that accompanied adoption of the CHAP which resulted in the entire project site being zoned Mixed Use (MU);

2. The project would not result in effects on the environment that are peculiar to the project or the project site that were not identified as significant effects in the CHAP EIR;

3. The project would not result in potentially significant off-site or cumulative impacts that were not identified in the CHAP EIR;

4. There are no effects that were previously identified in the CHAP EIR which, as a result of substantial new information that was not known at the time the CHAP EIR was certified, would have a more severe adverse impact than was already analyzed and disclosed in the CHAP EIR; and

5. The project sponsor will undertake feasible mitigation measures specified in the CHAP EIR to mitigate project-related significant impacts.

Therefore, no further environmental review shall be required for the proposed project pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183.

Furthermore:

1. No substantial differences or changes have been proposed in the project that would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in severity of previously identified significant impacts.

2. No substantial changes have occurred with respect to the circumstances under which the project is undertaken which would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects.

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Packet Pg. 348 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 13 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com

3. No new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the CHAP EIR was certified as complete shows any of the following:
a. The project will have one or more significant effects not discussed in the CHAP EIR; b. Significant effects previously examined in the CHAP EIR will be substantially more severe than shown in the CHAP EIR;
c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents have declined to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the CHAP EIR would substantially reduce one or more significant effects on the environment, but the project proponents have declined to adopt the mitigation measure or alternative.

As such, the following conclusions separately and independently apply to the project, each of which, separately and independently, provide a basis for CEQA compliance:
• No subsequent or supplemental environmental review is required in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164. The Environmental Checklist qualifies as an addendum to the CHAP EIR pursuant to CEQA Guidelines Section 15164.
• The project constitutes an activity that is within the scope of the CHAP, and the CHAP EIR constitutes a program EIR that adequately describes the project for the purposes of CEQA. As such, no subsequent or supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15164.

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Packet Pg. 349 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Appendix A:

Mitigation Monitoring and Reporting Program
- To be attached -

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Packet Pg. 350 Attachment: 2. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps)

CITY OF HEALDSBURG
RESOLUTION NO. ___ -2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

HEALDSBURG APPROVING A TENTATIVE SUBDIVISION
MAP (SBDV 0004-2024) FOR LOT 2 OF THE MILL DISTRICT

PROJECT
WHEREAS, in early 2019, the City of Healdsburg entered into a Development Agreement with Replay Healdsburg, LLC (“Developer”) governing the development of approximately 9.59 acres of real property located within the Central Healdsburg Avenue Plan ("CHAP") planning area to be comprised of: a hotel containing approximately 53 guest rooms (“Hotel”); up to 208 residential apartments and condominiums of which forty (40) units (the "Affordable Housing Units") shall be deed-restricted, multi-family residential rental units for occupancy by "Lower Income Households"; thirty (30) units (the "Middle Income Units") shall be deed-restricted to "Middle Income Households”; and not more than one hundred thirty-eight (138) condominium units (the “Market Rate Units”) shall be sold at unrestricted prices; fifteen thousand (15,000) square feet of commercial space, inclusive of residential amenities including a swimming pool and fitness center to serve residential units in the Project (“Residential Amenity”); and a 0.78 acre privately owned and maintained open space in the center of the Property for public use and enjoyment (“Park”)(collectively, the "Project"); and
WHEREAS, on March 11, 2019, the City Council of the City of Healdsburg adopted Resolution No. 42-2019 approving a tentative subdivision map for the Project; and WHEREAS, effective May 1, 2019, the City and Developer entered into that certain Development Agreement governing the Project pursuant to the authority of Ordinance No. 1184 adopted by the City Council; and
WHEREAS, on April 6, 2020, the City Council adopted Resolution No. 20-2020 approving the Mill District Final Map, accepted the public right of way for Sawmill Circle, South Street and Branch Lane, public right of way on Healdsburg Avenue, public access easements, emergency vehicle access easements and public utility easements for public use, and vacated the existing public utility easements as shown on the Mill District Final Map, subject to improvement; and authorized the City Manager to execute the project subdivision improvement agreement; and WHEREAS, prior to approving required land use entitlements necessary to develop and construct the Mill District Project, as described above, it was evaluated for consistency with the Central Healdsburg Avenue Plan Final Environmental Impact Report ("CHAP EIR") (State Clearinghouse No. 2012112011) and the City prepared a Certificate of Determination that documents the City’s review of the Project in accordance with CEQA and identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Project’s CEQA compliance: (i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183; (ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and (iii) reliance on the CHAP EIR as a Program EIR, pursuant

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to CEQA Guidelines Section 15168 (collectively, the “Mill District Project CEQA Determination”); and
WHEREAS, the Mill District Final Map subdivided the land comprising the Mill District Project into seven (7) parcels, one parcel of which is legally described as Lot 2 of the Final Map of the Mill District, filed December 28, 2020 in Book 817 of Maps at Pages 32-47 of Official Records, County of Sonoma, State of California (APN 002-870-003), Instrument No. 2020- 124351; and
WHEREAS, Developer submitted applications to the City seeking approval of amendments to previously approved entitlements for the Mill District Project consisting of the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04), plus new Tentative Subdivision Maps SBDV 0004-2024 (Lot 2), SBDV 0005-2024 (Lot 3), SBDV 0003-2024 (Lot 1), and Tentative Parcel Map SBDV 0002-2024 (Lot 5) that reflect revised residential unit counts for Lots 2 and 3 and modifications to the allowable uses on Lots 1 and 5; and
WHEREAS, the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04) increase the number of residential units permitted on Lot 2 from 55 units to 62 units; and WHEREAS, at a properly noticed public hearing on August 13, 2024, the Planning Commission reviewed written and oral staff reports, conducted a public hearing, received testimony and all pertinent documents and information into the record related to the Fourth Amendment to the Development Agreement (DA 2018-01.04), Master Conditional Use Permit amendment (CUP 2017-12.04), and Lot 2 Tentative Subdivision Map Application (SBDV 0004- 2024) and the Planning Commission adopted Resolution No. 2024-xx recommending that the City Council approve the Lot 2 Tentative Subdivision Map based upon recommended findings and subject to recommended conditions of approval; and
WHEREAS, on September 16, 2024, the Healdsburg City Council held a duly noticed public hearing on the Lot 2 Tentative Subdivision Map (SBDV 0004-2024), reviewed the written and verbal staff reports, took testimony, and received into the record all pertinent documents.

NOW THEREFORE BE IT RESOLVED that the City Council hereby determines that any environmental impacts related to the Mill District Project have been reviewed and considered in accordance with the provisions of the California Environmental Quality Act. The environmental review for the Mill District project ("Project") relied upon the certified EIR for the Central Healdsburg Avenue Plan ("CHAP EIR") which was prepared pursuant to the California Environmental Quality Act (Pub. Res. Code § 21000, et seq.) ("CEQA"), and certified by the Healdsburg City Council on January 21, 2014 (State Clearinghouse No. 2012112011). In 2019, the Project was evaluated for consistency with the CHAP EIR as part of City approvals for a Tentative Map, Master Conditional Use Permit, Heritage Tree Removal Permit, and Historic

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Demolition Permit. The City identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Mill District Project’s CEQA compliance:
(i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183; and
(ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and
(iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District CEQA Determination”).

The Mill District CEQA Determination continues to provide a basis for the CEQA compliance for Tentative Subdivision Map Application SBDV 0004-2024 for Lot 2 of the Final Map of the Mill District and the revised tentative map and circumstances under which the revisions are undertaken do not require the preparation of a subsequent EIR or supplemental EIR pursuant to CEQA Guidelines Section 15162 or 15163, respectively.

BE IT FURTHER RESOLVED that the City Council hereby approves Tentative Subdivision Map Application SBDV 0004-2024 for Lot 2 of the Final Map of the Mill District as shown on Exhibit A and subject to the Conditions of Approval attached hereto as Exhibit B incorporated herein by this reference based on the facts and findings as set forth and subject to all applicable mitigation measures in the CEQA Determination for the Mill District Project attached hereto as Exhibit C and incorporated herein by this reference based on the facts and findings as set forth below:

A. The proposed map and its design and improvements are consistent with the general plan and any applicable specific plan.

Tentative Subdivision Map Application SBDV 0004-2024 for Lot 2 of the Final Map of the Mill District identifies one parcel with 62 residential condominium units and one common area parcel. The tentative map is consistent with the intent of the Mixed Use land use classification in the Healdsburg 2030 General Plan and the Central Healdsburg Avenue Plan ("CHAP"). The subdivision will allow for a condominium plan to establish separate ownership of the 62 residential units that are planned for Lot 2. Prior to recordation of the final map, a design review permit for Lot 2 must be approved by the Planning Commission and the final map must be consistent with that approval.

B. The site is physically suitable for the type and proposed density of development.

Lot 2 of the Final Map of the Mill District is 1.35 acres in size and designated for multi-family residential development by the Mill District Project entitlements. The Developer has submitted a Site Capacity Study that demonstrates that the site can accommodate the proposed density of development of 46 units per acre.

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C. The design of the subdivision and the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat.

The Project would have no impact on fish or wildlife or their habitat. The Project will be required to comply with all relevant mitigation measures of the Mitigation Monitoring and Reporting Program for the Mill District Project, as set forth in the Mill District Project CEQA Determination and adopted by the City Council.

D. The design of the subdivision and the type of improvements are not likely to cause serious public health problems.

The Environmental Checklist for the Mill District Project and the CHAP EIR evaluate potential impacts to public health including air quality impacts, noise impacts, hazards and hazardous materials, and wildfire. These analyses concluded that the Mill District Project will not result in public health hazards.

E. The design of the subdivision and the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision.

There are no public easements through Lot 2 of the Final Map of the Mill District and thus no possible conflict caused by the design of the improvements.

F. Unless otherwise provided by the Subdivision Map Act, the design of the subdivision provides, to the extent feasible, for future passive or natural heating or cooling opportunities in the subdivision.

The design of the subdivision provides for solar access and allows for passive or natural heating and cooling opportunities.

BE IT FURTHER RESOLVED that this resolution shall become effective concurrent with the effective date of an ordinance adopted by the City Council approving the Fourth Amendment to the Development Agreement (DA 2018-01.04); and
BE IT FURTHER RESOLVED that if the Fourth Amendment to the Development Agreement (DA 2018-01.04), as approved by the City Council, includes provisions that necessitate additional Conditions of Approval to achieve consistency with the Development Agreement, such amendments shall be imposed by the community development director as minor amendments and shall not require Planning Commission review and approval.

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PASSED, APPROVED, AND ADOPTED by the City Council of the City of Healdsburg this 16th day of September 2024 by the following vote:

AYES: Councilmembers: ( )
NOES: Councilmembers: ( )
ABSENT: Councilmembers: ( )
ABSTAINING: Councilmembers: ( )
SO ORDERED: ATTEST:
___________________________________ ____________________________________ David Hagele, Mayor Raina Allan, City Clerk

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EXHIBIT A
MILL DISTRICT LOT 2 TENTATIVE SUBDIVISION MAP
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EXHIBIT B

CONDITIONS OF APPROVAL
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EXHIBIT C

MILL DISTRICT CEQA CERTIFICATE OF DETERMINATION
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Packet Pg. 358 Attachment: 3. RESOLUTION-Lot 2 Tentative Map (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) © ● TE L (707) 542-6451 FA X (707) 542-5212 15 TH I RD STR EE T , SAN TA RO SA, CA 95401 CI VI L EN G I NE E R S UR BAN PLA NN ER S LAN D SU R V EY O R S LA N D SCAP E ARC H ITECT S

VICINITY MAP
NTS
NORTH
LEGEND

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Packet Pg. 359 Attachment: 3. Ex A. Lot 2 Tentative Map (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) Exhibit B

CONDITIONS OF APPROVAL
Mill District Project
Tentative Subdivision Map Application SBDV 0004-2024
Lot 2 of the Final Map of the Mill District
(APN: 002-870-003)
Note: Conditions that are carried forward from the City Council's approval of Tentative Subdivision Map TM 2017-01 for the Mill District Project are shown in italicized text.

General

1. This specific approval is limited to the Tentative Subdivision Map SBDV 0004-2024 and is not intended to serve as an approval of the overall project description that was submitted with the tentative map application.

2. This Tentative Map approval shall become effective concurrent with the effective date of an ordinance adopted by the City Council approving the Fourth Amendment to the Development Agreement (DA 2018-01.04) which identifies 62 residential units for future development on Lot 2.

3. If the Fourth Amendment to the Development Agreement (DA 2018-01.04), as approved by the City Council, includes provisions that necessitate additional Conditions of Approval to achieve consistency with the Development Agreement, such amendments shall be imposed by the community development director as minor amendments in accordance with Healdsburg Municipal Code section

17.04.160.

4. This approval is based upon all conditions of approval set forth herein, including mitigation measures and specified plans and agreements included by reference, as well as all applicable City rules and regulations. Any deviations from the conditions must be reviewed and approved by the City for conformity with this approval. Deviations may require approved changes to these approvals and/or further environmental review. Deviations without the above-described approval will constitute a violation of permit approval.

5. Except as specifically authorized in these conditions of approval, the grading, development, use, and maintenance of the property; the size, shape, arrangement, and location of the structures, parking areas and landscape areas; and the protection and preservation of resources shall be subject to Planning Commission approval and shall conform to the conditions of approval below. The property and any portions thereof shall be sold, leased or financed in compliance with the conditions of approval thereto, including all related covenants and agreements. All plans and agreements (such as landscape maintenance plans) required pursuant to these conditions of approval must be submitted for review and approval and shall be implemented as approved by the City.

6. The use and/or construction of any structures or improvements authorized by this approval shall not commence until all necessary planning and building permits pertaining to the use or construction in question are obtained. Before any grading or building permit will be issued by the city, the Owner/Applicant must obtain written clearance from all departments having conditions; such clearance shall indicate that the Owner/Applicant has satisfied all pre-construction conditions.

7. The Owner/Applicant's acceptance of this permit and/or commencement of use, construction and/or operations under this approval shall be deemed acceptance of all conditions of this approval by the Owner/Applicant.

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8. All site and Project development must occur in conformance with the previously-certified Central Healdsburg Avenue Plan Environmental Impact Report (CHAP EIR) identified for the approval of Mill District Project land use application numbers TM 2017-01, DA 2018-01, CUP 2017-12, MISC 2017-01 and HT 2017-02 (together, the "Project Approvals", and the adopted Mill District Project Certificate of Determination and the Mitigation Monitoring and Reporting Program for the Project that is attached thereto (the "Project MMRP").

9. The Owner/Applicant shall follow all recommendations of the following Technical Appendices attached to the Mill District Environmental Checklist:
• Mill District Air Quality and Greenhouse Gas Assessment, prepared by Illingworth and Rodkin, Inc., dated April 17, 2018, as amended on November 8, 2018. • Biological Technical Memorandum for the Mill District Project, prepared by WRA Environmental Consultants, dated December 10, 2018.
• Traffic Impact Study for the Mill District and Addendum, prepared by W-Trans, dated March 1, 2018, as amended on December 11, 2018.
• Historic Resource Evaluation of the Property Located at 146 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 16, 2017. • Historic Resource Evaluation of the Property Located at 164 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 27, 2017. • Mill District Environmental Noise and Vibration Assessment, prepared by Illingworth & Rodkin, dated March 21, 2018, as amended on August 3, 2018 and December 7, 2018. • Mill District Tree Survey and Protection Plan, prepared by WRA Environmental Consultants, dated August 3, 2018.

10. The Owner/Applicant shall ensure that potential contractors are aware of City requirements. The Owner/Applicant shall notify all contractors and subcontractors in writing of the site rules, restrictions, and Conditions of Approval and submit a copy of the notice to the Planning Department.

11. All construction-related vehicles, equipment staging, and storage areas shall be located onsite and outside of the road and highway right of way, unless otherwise agreed to by the Director of Public Works. The Owner/Applicant shall provide all construction personnel with a written notice of this requirement and a description of approved parking, staging and storage areas. The notice shall also include the name and phone number of the Owner/Applicant's designee responsible for enforcement of this restriction. Designated construction personnel parking, equipment staging, and storage areas shall be depicted on Project plans submitted for building permit applications. All City Department comments on the Project are required to be met to the Department's satisfaction.

12. The Owner/Applicant shall defend, indemnify and hold harmless the City or its agents or officers and employees from any claim, action or proceeding against the City or its agents, officer or employees, to attack, set aside, void, or annul, in whole or in part, the City's approval of this Project, except as to any claim action or proceeding submitted or initiated by Owner/Applicant. Such defense shall be in accordance with Section 6.6 of the Development Agreement for the project, (the "Development Agreement") that was approved by the City Council on April 1, 2019.

13. This approval does not confer legal status on any existing structure(s) or use(s) on the property unless specifically authorized by this approval.

14. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's commitment that all diesel-powered portable equipment

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on the Project site will meet EPA particulate emissions standards for Tier 4 engines or the equivalent for construction of the Project.

15. During any grading or construction activities on the site, the contractor shall implement the following best management practices that are required of all projects:
(a) All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. (b) All haul trucks transporting soil, sand, or other loose material off-site shall be covered. (c) All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited.
(d) All vehicle speeds on unpaved roads shall be limited to 15 miles per hour (mph). (e) All roadways, driveways, and sidewalks shall be paved in a timely manner with no undue delay. Building pads shall be laid immediately after grading unless seeding or soil binders are used.
(f) Idling time of construction equipment shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations (CCR))> Clear signage shall be provided for construction workers at all access points.
(g) All construction equipment shall be maintained and properly tuned in accordance with manufacturer's specifications. All equipment shall be checked by a certified mechanic and determined to be running in property condition prior to operation. (h) Prior to issuance of a grading permit, the property owner shall post a publicly visible sign with the telephone number and person to contact at the Planning Department regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District's phone number shall also be visible to ensure compliance with applicable regulations.

16. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's assurance that there shall be no pile driving on site.

17. The Final Map shall be filed within two years from the date of approval of the tentative map or an extension of time shall be requested prior to the expiration date.

18. Prior to recordation of the Final Map and subject to City approval as to form and content, the Owner/Applicant shall include all of the mitigation measures and conditions of approval associated with or required by this Project approval on a separate informational sheet(s) to be recorded with the Final Map. All applicable conditions and mitigation measures for the Project shall be printed on grading and/or building plans.

19. If the Tentative Map is proposed to be revised, including revisions to these conditions of approval, the revisions shall be approved pursuant to and in accordance with Chapter 17.04 of the Healdsburg Municipal Code.

20. This approval is subject to the terms and conditions of the Development Agreement. If any of these conditions of approval is in conflict, or is inconsistent, with any term or conditions of the Development Agreement for this Project, then the Development Agreement shall control.

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21. Condominiums consistent with the Subdivision Map Act and Healdsburg Municipal Code Chapter

17.04 may be permitted on each parcel as set forth in the “Permitted Use Table” included in the conditions of approval for Conditional Use Permit CUP 2017-12 and as may be modified by subsequent approvals, provided that the total number of residential units shall not exceed 208, the market units shall not exceed 146, the number of hotel rooms shall not exceed 53, the amount of commercial space shall not exceed 15,000 square feet, and the privately owned, publicly accessible park shall be no less than 0.86 acre.

Community Development Department

22. The Final Map submitted for review and approval by the City shall be substantially consistent with Tentative Subdivision Map SBDV 0004-2024.

23. Prior to City Council approval of the Final Map, the Owner/Applicant shall submit a Design Review Permit application and applications for any other necessary planning permits for development on Lot 2 and receive Planning Commission approval of said applications. The Final Map shall not be submitted to the City Council for action unless said Design Review permit is approved by the Planning Commission and all appeal periods have been exhausted. The Final Map shall be subject to and consistent with all applicable conditions of the Design Review approval for Lot 2.

24. Prior to City Council approval of the Final Map, the Owner/Applicant shall submit to the City any related modifications to the covenants, conditions, and restrictions (CC&Rs) for the Project that are necessary to ensure conformity with "Planning & Building Department Condition #5 for approval of Tentative Map 2017-01. The updated CC&Rs shall be subject to prior review and approval of the City Attorney.

25. Design review for all twenty-nine (29) Middle Income Units to be constructed on Lot 3 shall be prepared and approved by the City and the building permit for construction of all twenty-nine (29) Middle Income Units on Lot 3 must be issued and all required fees must have been paid by Developer, before or concurrently with the issuance of a building permit for the development and construction of any portion of the sixty-two (62) Market Rate Units on Lot 2.

26. The construction of all twenty-nine (29) Middle Income Units on Lot 3 must be completed and permitted for use and occupancy and available for sale or lease to Middle Income Households before or concurrently with the City’s issuance of a certificate of occupancy for the first Market Rate Unit on Lot 2.

Public Works

26. Fees
a. Public Works engineering and inspection fees for Improvement Plan and Final Map review shall be due and payable at the time of making the first submittal in connection with the Improvement Plans or the Final Map, as applicable.
b. All Public Works Department impact fees shall be due and payable at the time of issuance of building permit(s) for the improvements to which they are applicable, unless otherwise authorized by the City.

27. Final Map
a. The Final Map shall be prepared in accordance with the State Subdivision Map Act, the City's Subdivision Ordinance and City's Public Works Standard Specifications and Details. All parcel or lot boundary dimensions and bearings shall be shown on the Final Map with all parcel or lot corners delineated by durable monument.

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28. Dedications
a. The project is responsible for dedicating all necessary right of way and public easements either on the final map, or via separate easement deed documents, as determined by the City Engineer.

The applicant is responsible for preparing all dedication documents. b. Vacate any unnecessary easements on the final map, as determined by the City Engineer and/or Utilities Director.
c. Prior to approval, the final map requires technical review and approval by the City's contract land surveyor.

29. Low Impact Development/SWPPP
a. The project shall be designed and constructed in accordance with the City's low impact development regulations.
b. Final, construction level, low impact development storm water calculations and plans are required with the submittal of the building permit application construction documents, for both the on-site and off-site areas. This shall include the final SWLID determined worksheet, signed by the applicant.
c. Any trash areas shall be enclosed, covered, plumbed to the sewer and shall not allow stormwater run-on or run-off into/away from the enclosure area.

30. Interior Streets and Parking
a. An encroachment permit from the Public Works Department shall be required for any work done within the public right-of-way, public easement or on public utility.

31. Utilities
a. The Applicant shall submit domestic water use demands with submittal of construction drawings to determine the necessary water service and meter sizes. b. Individual water meters and utility accounts are required for all condominium and common parcels.

32. Miscellaneous
a. Landscaping and irrigation shall be designed and constructed in accordance with the City’s water efficiency requirements. The applicant shall submit Water Efficiency Landscape Ordinance calculations with the landscape plans submitted as part of the on-site improvements and construction drawings submitted with building permits. b. Prior to issuance of any construction permits, the applicant shall submit an application for a Final Map, obtain City Council approval of the Final Map, and the Final Map shall be filed with the County Recorder’s Office.

Community Services

33. The Project will be subject to requirements for park and recreational land as set forth in Chapter

17.04(Subdivisions), Article VIII (Park and Recreational Land) of the Healdsburg Municipal Code.

This Project shall meet the requirements as provided in the Development Agreement.

Fire Department

34. Fire Code: All buildings shall be subject to fire code requirements.

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35. Fire Flow: The minimum fire flow and flow duration for buildings other than one- and two-family dwellings shall be as specified in Table B105.1(2). A reduction in required fire flow of up to 50 percent, as approved is allowed when the building is provided with an approved automatic sprinkler system installed in accordance with other sections of this code. the resulting fire flow shall not be less than 1500 gallons per minute for the prescribed duration as specified in Table B105.1.City Ordinance 1157, Section.B105.2

36. Fire Hydrant: Where a portion of the facility or building hereafter constructed or moved into or within the jurisdiction is more than 250 feet from a hydrant on a fire apparatus access road, as measured by the approved route around the exterior of the facility or building, on-site fire hydrants and fire mains shall be provided where required by the Fire Code Official. City Ordinance 1157, 507.5.1

37. Fire Hydrant: Fire hydrants shall be located within 100 feet of the FDC, or as approved by the fire code official. City Ordinance 1157, Table C102.1 Footnote g

38. FDC Location: With respect to hydrants, driveways, buildings and landscaping, fire department connections shall be so located that fire apparatus and hose connected to supply the system will not obstruct access to the buildings for other fire apparatus. The location of the fire department connections shall be within 100 feet of a fire hydrant or approved by the fire code official (Also see Section 507.5.1.1). City Ordinance 1157, CFC 912.2

39. Signs: Where required by the fire code official, fire apparatus roads shall be marked with permanent NO PARKING-FIRE LANE signs complying with Figure D103.6 and Fire Prevention Standard No.

3. Signs shall have a minimum dimension of 12 inches (305 mm) wide by 18 inches (457 mm) high and have red letters on a white reflective background. Signs shall be posted on one or both sides of the fire apparatus road as required by Section D103.6, City Ordinance 1157, Sec. CFC 503.3, Fire Prevention Standard No. 3.

Electric Department

40. Public utility easements (PUE) are required along the street frontages and at various locations within the development. At a minimum Developer will plan for and provide a 5-foot PUE back of sidewalk on the south and west sides of the planned interior streets. Additional PUEs will be required for necessary electrical equipment. The back two feet of the sidewalk may be used for the dry-utility trench, but additional space is needed behind sidewalk, outside of the normal pedestrian and ADA pathway for utility boxes and fixtures. Placing utility boxes in the sidewalk should be avoided.

SMART

41. The Owner/Applicant shall comply with all requirements of Sonoma Marin Area Rail Transit (SMART), as detailed in the attached letter to the City of Healdsburg from SMART, dated August 17, 2017.

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Packet Pg. 365 Attachment: 3. Ex B. Lot 2 Tentative Map Conditions of Approval (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 1 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com

CERTIFICATE OF DETERMINATION/COMMUNITY PLAN EVALUATION,

ADDENDUM, AND PROGRAM EIR
Project Description
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is located two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout. The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

The project is the redevelopment of an area designated for mixed-use development in the Central Healdsburg Avenue Plan (CHAP). As shown on the site plan, 188 units of multi-family housing are proposed; of those, 140 will be “market rate” and 48 will be deed-restricted, single-occupancy rental units targeted for affordability for households with very low and/or low income, as defined by the State of California.

In addition to housing, the project includes development of a 53-room hotel, 15,000 square feet of commercial uses in multiple buildings, public plaza spaces, two new public streets, a common amenity building with food and beverage service, a fitness facility and a pool; public open space; and associated landscaping. Maintenance structures, parking and bicycle racks, and a transit connection to the proposed multi-use path connecting to the SMART rail station would also be provided.

Hotel. The hotel would provide 53 guest rooms, 5,443 square feet of lobby and public space, and 8,500 square feet of commercial space that will be leased to individual tenants. Hotel parking and hotel support services would be accessed by a ramp at the east end of the building and provided at basement level using a stacked parking system and loading docks, respectively. Fitness and pool amenities will be provided through shared access to the nearby residential amenity facility. The hotel will provide breakfast service for guests as well as room service but will not include a full-service restaurant.

The architecture of the hotel complex and courtyard would respect the former industrial character of the Nu Forest Products lumber mill site. It will combine contemporary forms and building systems with industrial finishes and elements such as exposed industrial light gauge steel, post-and-beam construction, and rough-sawn finishes. A dust collector and other components repurposed from the mill would add to the design and articulate an architecture that is rooted in the past, as well as revitalized and looking forward. Large interior spaces with window walls that open up to outdoor pedestrian plazas would facilitate flexible use of the more public spaces.

Commercial Uses. The three-story commercial, retail, and residential building at the edge of the Redwood Grove (Building A) would provide ground floor commercial and restrooms for the park, in

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Packet Pg. 366 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 2 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com addition to housing. The residential units will be located on the upper floors. These uses will provide an active street frontage along Healdsburg Avenue consistent with the CHAP.

Other commercial buildings on-site would include a single purpose tavern building located adjacent to a community garden and orchard, a landscape workshop, storage and recycling/composting center, a pool house with fitness equipment and mechanical equipment for the pool, and a small gazebo in the park. • Open Space. The project will provide the following privately owned common areas with public access:
- Open Space Park—The 1.01-acre park would feature a passive-use lawn area against the backdrop of a grove of heritage Redwood trees, meandering pedestrian walkways and benches milled on-site by the former occupant, Nu Forest Products. - Adventure Play Area—This area would feature natural boulders and re-purposed/salvaged tree trunks for free-form play and climbing/bouldering.
- The Tavern Terrace—A commercial/retail space with an open-air terrace and turf open space with westward orientation.
- Gardener’s Shed & Community Garden—A community garden and display of seasonal herbs and vegetables and an accessory structure for gardening equipment and storage. - Hotel Plaza—The plaza area on both sides of Mill Circle would support the commercial, retail and hospitality functions of the mixed-use development. Uses within the plaza would include pedestrian circulation, public gathering and seating, outdoor dining and patio areas, minor retail display, artwork display, hotel guest drop-off and valet, service access and landscaped areas.

Landscaping
The proposed plant palette for the landscape is drought-tolerant, climate-adapted, and appropriate for the Mediterranean-like climate of the City and the region. The project will comply with the City’s Water Efficient Landscaping Ordinance pursuant to Land Use Code Section 20.16.105.

An existing and towering stand of redwood trees would be preserved and provide backdrop to the publicly accessible open space and scale to the project as viewed from Healdsburg Avenue.

Large, canopied, deciduous shade trees will line the street on both sides to provide visual and spatial integration between buildings and the street corridor. Along the internal streets, a generous landscape planting area separates the pedestrian walkway from the street and provides an enhanced pedestrian experience. Flowering species and citrus trees will provide visual accents throughout the proposed development.

CEQA Determination
The project is exempt from further environmental review per Section 15183 of the California Environmental Quality Act (CEQA) Guidelines and California Public Resources Code Section 21083.3.

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Packet Pg. 367 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 3 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com The following CEQA streamlining and/or tiering code sections also separately and independently provide bases for CEQA compliance for the project:
• The project is eligible for environmental review in the form of an addendum pursuant to CEQA Section 21166 and CEQA Guidelines Sections 15162 and 15164. • The project is within the scope of the CHAP, which was covered by a Program EIR, and as such no new environmental document is required pursuant to CEQA Guidelines Sections 15162 and 15168.

Determination
I do hereby certify that the above determination has been made pursuant to State and Local requirements.

Project Approval
The following discretionary approvals are expected to be necessary from the City:
• Tentative Subdivision Map
• Condominium Tentative Map
• Conditional Use Permit (CUP) for (1) mixed-use residential and (2) visitor lodging (hotel) uses in the MU district
• Any further CUPs that may be necessary for individual commercial tenants of the property • Heritage Tree Removal
• Historic Demolition Permit
• Density Bonus
• Design Review for each phase of the development
• Housing Allocations under Healdsburg’s Growth Management Ordinance (GMO) • Subdivision Improvement Agreement
In addition, the project would require ministerial approvals, including issuance of grading and building permits from the City of Healdsburg.

Community Plan Evaluation Overview
California Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183 provide that projects that are consistent with the development density established by existing zoning, community plan or general plan policies for which an Environmental Impact Report (EIR) was certified, shall not be subject to additional environmental review except as might be necessary to examine whether there are

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Packet Pg. 368 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 4 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com project-specific significant effects which are peculiar to the project or its site. Section 15183 specifies that examination of environmental effects shall be limited to those effects that a) are peculiar to the project or parcel on which the project would be located; b) were not analyzed as significant effects in a prior EIR on the zoning action, general plan or community plan with which the project is consistent; c) are potentially significant off-site and cumulative impacts that were not discussed in the underlying EIR; or d) are previously identified in the EIR, but which, as a result of substantial new information that was not known at the time that the EIR was certified, are determined to have a more severe adverse impact than that discussed in the underlying EIR. Section 15183(c) specifies that if an impact is not peculiar to the parcel or to the proposed project, then an EIR need not be prepared for the project solely on the basis of that impact.

CEQA Section 15183 applies to the project since the project meets all of the following conditions. (d)(1)(A) The project is consistent with a community plan adopted as part of a general plan.

The project is consistent with the CHAP, a comprehensive, long-term planning document for the project site and the surrounding area that was incorporated into the General Plan. The project will implement a number of the goals and policies of the CHAP, and, in accordance with the General Plan, the CHAP shall be used to guide land use and development decisions through the application of its standards and design guidelines.

The CHAP applies to an area of approximately 71.5 acres in Central Healdsburg, generally located south of Mill Street between US Highway 101 to the west and the Russian River to the east. The CHAP provides for a mix of land uses to meet its objectives, designating 21.9 acres Mixed Use, 8.3 acres Residential, and 8.7 acres Industrial. The proposed development would provide 188 units, which (net of units awarded as a density bonus) is within the density permitted by the CHAP.1 (d)(1)(B) The project is also consistent with a zoning action which zoned or designated the parcel on which the project would be located to accommodate a particular density of development.

Concurrently with adoption of the CHAP, the City rezoned the majority of the project site from Industrial (I) to Mixed Use (MU), with the result that the entire project site was designated MU. The project (net of units awarded as a density bonus) is consistent with the density of 16 du/ac specified for MU zoning districts in the Zoning Code.
1 The CHAP and the CHAP EIR analyzed a “most intensive” scenario that would result in 314 dwelling units with other uses in the buildout of the plan area; however, the “most intensive” scenario was intended to represent the highest-intensity use of infrastructure and highest level of environmental impacts from any mix of uses, not to represent the maximum number of residential units permitted on the project site. The number of residential units permitted on the project site is determined by the MU designation, which is 16 du/ac.

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Packet Pg. 369 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 5 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com (d)(2) An EIR was certified by the lead agency for the zoning action, the community plan, or the general plan.

The CHAP EIR was certified by the City on January 21, 2014, at which time the majority of the project site was rezoned such that the entire site was designated Mixed Use (MU).

Addendum Overview
Public Resources Code Section 21166 and CEQA Guidelines Section 15164 state that an addendum to a certified EIR is allowed when minor changes or additions are necessary and none of the conditions for preparation of a subsequent EIR or Negative Declaration pursuant to Section 15162 are satisfied.

The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed project would cause significant environmental impacts. Therefore, no supplemental environmental review is required, and the Environmental Checklist serves as an addendum to the CHAP EIR in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164.

Program EIR Overview
Pursuant to CEQA Guidelines Section 15168 (Program EIRs), the CHAP EIR can be used as a Program EIR in support of streamlining and/or tiering provisions under CEQA. CEQA Guidelines Section 15168 defines a “program EIR” as one prepared on a series of actions that can be characterized as one large project and are related geographically and by other shared characteristics. Section 15168 continues that “subsequent activities in the program EIR must be examined in the light of the program EIR to determine whether an additional environmental document must be prepared.” If the agency finds that pursuant to CEQA Guidelines Section 15162, no new effects could occur and no new mitigation measures would be required, the agency can approve the activity as being within the scope of the project covered by the program EIR and no new environmental document is required.

As discussed above, the Environmental Checklist was prepared for the currently proposed project. The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified CHAP EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed

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Packet Pg. 370 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 6 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com project would cause significant environmental impacts. Therefore, no supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15168, as the project is within the scope of the activities contemplated by the CHAP EIR.

Project Setting
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout.

The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

Potential Environmental Effects
The CHAP EIR found significant and unavoidable impacts from future development in the Plan area to cultural resources. Project-level analysis determined that no new or more severe impacts would occur as a result of this project and no new mitigation would be required.

The CHAP EIR included discussion of cumulative impacts, which are summarized in the Community Plan Exemption (CPE) checklist2 prepared for the project, in each topical section. As discussed, the project would not result in any new cumulative impacts that were not already evaluated and disclosed in the CHAP EIR, nor would it result in any cumulatively considerable contribution to any cumulative impact.

The analysis concluded that there are several mitigation measures (MM) identified in the CHAP EIR that are relevant to the project. The relevant measures have been identified in Table 1 and are listed here for reference:
• MMs AQ-4a and 4b
• MMs BR-1a and BR-1b
• MMs CR-1a to CR-1f; CR-2 and CR-3
• MM HHM-3
• MMs HWQ-2 and HWQ-3
• MM NO-1, NO-2b, NO-3
• MMs TR-1; TR-C1-a; TR-C1-b
Table 1 lists the mitigation measures identified in the CHAP EIR and states whether each measure would apply to the proposed project.
2 The CPE Checklist is available for review at the Planning Department, 435 Allan Court, Healdsburg, CA, in the Case File for TM 2017-01, CUP 2017-12, MISC 2017-01, and HT 2017-02.

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Packet Pg. 371 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 7 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1: Mill District CHAP EIR Mitigation Measures
Mitigation Measure Applicability Compliance3
A. Air Quality
AQ-4a: Mitigation Measures for New
Sensitive Receptors Located near US
101
Applicable: The project would
include the development of sensitive
land uses within 450 feet of US 101.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that the level of
cancer risk or PM2.5 exposure would
be below applicable thresholds and
impacts would be less than
significant.

AQ-4b: New Sources of TACs Located
near Sensitive Receptors
Applicable: The project site would
include new sources of TACs near
sensitive receptors.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that these sources
would not cause significant cancer
risk or PM2.5 concentrations.

B. Biological Resources
BR-1a: Protect Special-status Birds
and Migratory Passerines and
Raptors during Construction
Applicable: Implementation of the
proposed project could negatively
impact special-status species,
migratory birds, or raptors.

The project sponsor has agreed to
conduct preconstruction surveys for
special-status species (see
Mitigation Measure BR-1a).

BR-1b: Protect Special-status Bats
during Building Demolition and Tree
Removal
Applicable: The project includes
building demolition.

The project sponsor has agreed to
survey buildings proposed for
demolition for the presence of
roosting bats or evidence of bats
(see Mitigation Measure BR-1b).

BR-1c: Protect Special-status Aquatic
Species
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1d: Protect Western Pond Turtle Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1e: Protect Yellow-legged Frog Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-2: Protect or Compensate for
Loss of Riparian Vegetation
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
3 Please see the Mitigation Monitoring and Reporting Program for the project, attached hereto as Appendix A.

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Packet Pg. 372 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 8 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
BR-3: Protect Wetlands and Waters Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
C. Cultural Resources
CR-1a: Avoid or Reduce Impacts to
Currently Unknown Archaeological
Resources
Applicable: Implementation of the
proposed project could disturb
existing unidentified archaeological
resources.

The project sponsor has conducted
an archaeological record search and
site survey study to provide project
guidance. The City also conducted
outreach to Native American tribes
in accordance with Assembly Bill 52.

In accordance with Mitigation
Measure CR-1a, a qualified
archaeologist will monitor all ground
disturbing activities to ensure that
any resources encountered are
protected/treated in accordance
with established procedures. (See
Mitigation Measure CR-1a).

CR-1b: Update 1983 Historic
Property Survey and Complete
Eligibility Determinations
Applicable: The current 1983
historic property survey does not
account for all structures and
districts that are historically
significant at the local, state, and
federal levels.

Completed. The project sponsor
conducted further evaluation of the
buildings/structures that could be
impacted by implementation of the
Mill District Project.

CR-1c: Amend Municipal Code

20.12.100
Applicable: The proposed project
could be located near undesignated
historically significant sites.

In accordance with Municipal
Ordinance 20.28 Article VII, the City
will amend section 20.12.100 of the
Municipal Code to include in the list
of designated historic structures,
buildings/structures that are
determined eligible (see Mitigation
Measure CR-1c).

CR-1d: Implement Healdsburg 2030
General Plan Policies
Applicable: The proposed project
could be located near undesignated
historically significant sites.

The City will continue to implement
General Plan policies HCR-A-2 and
HCR-A-3, supporting property
owners in seeking local historic
designation, and their efforts to
preserve and renovate historically
significant structures (see Mitigation
Measure CR-1d).

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Packet Pg. 373 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 9 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
CR-1e: Revise Plan Area
Development Standards and Design
Guidelines
Not Applicable: Implementation of
the proposed project would not
result in modifications to any
identified existing historic resources,
as defined in CEQA Guidelines
section 15064.5(b)(3).

Not Applicable
CR-1f: Recordation of Historical
Resources Prior to Demolition or
Removal
Applicable: Implementation of the
proposed project could disturb
existing unidentified cultural
resources.

The City will impose conditions of
approval to ensure that, prior to
demolition, the project sponsor will
conduct as-built surveys and prepare
drawings to support future exhibits,
research, etc. (See Mitigation
Measure CR-1f).

CR-2: Evaluation and Treatment of
Paleontological Resources
Applicable: Implementation of the
proposed project could result in the
disturbance of paleontological
resources (e.g., vertebrate bones,
teeth, or abundant and wellpreserved invertebrates or plants) during construction activities.

In the event of disturbance of
paleontological resources, the
project sponsor has agreed to follow
the procedures outlined in
Mitigation Measure CR-2.

CR-3: Protection of Human Remains
Encountered During Construction
Applicable: Implementation of the
proposed project could result in the
encounter and disturbance of
human remains during construction
activities.

In the event of discovery or
recognition of any human remains,
the project sponsor has agreed to
follow the procedures outlined in
Mitigation Measure CR-3.

D. Geology, Soils, & Mineral Resource
None Not Applicable Not Applicable
E. Greenhouse Gases
None Not Applicable Not Applicable
F. Hazards and Hazardous Materials
HHM-3: Protect against Hazards
from Soil or Groundwater
Contamination
Applicable: The project site would
be located on a moderate or high
risk environmental case site or on a
contiguous property of a moderate
or high risk site.

The project sponsor has agreed to
have an investigation performed of
soil, and, if encountered,
groundwater, prior to construction,
to determine the presence or
absence of contamination (see
Mitigation Measure HHM-3).

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Packet Pg. 374 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 10 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
G. Hydrology and Water Quality
HWQ-2: Prepare and Implement
Master Drainage Plan
Applicable: The project site would
be located within the CHAP.

Completed. The City has already
implemented this mitigation with the
preparation of a Storm Drainage
Master Plan in March 2017, which can
be found in Appendix H (GHD 2017.)
The City reviews the design of all
proposed projects within the CHAP
area to ensure compliance with the
applicable recommendations in the
Master Drainage Plan (as well as other
applicable requirements such as those
set forth in the SWPPP and the City’s
MS4 Permit), with the result that new
development will not increase peak
flows above the maximum capacity of
the pipes and other storm drain
system components serving the CHAP
area.

HWQ-3: Groundwater Management Applicable: The project would include activities and the use of
materials that could potentially
contaminate sources of water in the
project vicinity.

The project sponsor has agreed to
implement dewatering management
procedures (see Mitigation Measure
HWQ-3).

H. Land Use, Population, and Housing
None Not Applicable Not Applicable
I. Noise
NO-1: Noise and Land Use
Compatibility
Applicable: The project site would
be located within the CHAP and is
expected to implement the
Healdsburg 2030 General Plan’s Land
Use Compatibility for Community
Noise Environments guidelines.

Partially Completed. A site-specific
noise analysis has been conducted.

However, as a condition of approval,
subsequent acoustic analysis will be
conducted by a qualified noise
specialist who will, if necessary,
identify measures to reduce
stationary source noise impacts once
project specific design details have
been determined (see Mitigation
Measure NO-1).

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Packet Pg. 375 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 11 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
NO-2a: Railroad Vibration Applicable: The project is located within 100 feet of the centerline of a
railroad.

The project sponsor has agreed to
have an acoustic analysis conducted
by a qualified noise specialist who
will, if necessary, identify measures
that will be incorporated to reduce
vibration levels at or below the
guidelines of the FTA Groundborne
Vibration Impact Criteria (see
Mitigation Measure NO-2a).

NO-2b: Construction Vibration Not Applicable: The project would not include any significant sources of
vibration.

Not Applicable
NO-3: Temporary Construction Noise
(For Large or Complex Projects)
Applicable: The project is large and
would generate noise associated
with temporary construction
activities.

The project sponsor has agreed to
develop and implement noise
attenuation measures during
construction (see Mitigation
Measure NO-3).

J. Public Services, Utilities, and Recreation
None Not Applicable: Per the findings of
the CHAP EIR, no mitigation
measures are needed because all
impacts related to public services,
utilities, and recreation, were
determined to be less than
significant.

Not Applicable
K. Transportation
TR-1: Implementation of
Intersection Improvements at
Central Healdsburg Avenue/Mill
Street/Vine Street
Applicable: Vehicle trips at project
intersections are expected to exceed
2,250 vehicle trips during the PM
peak hour as a result of projectrelated development.

The City will implement identified
improvements to impacted
intersections prior to intersections
exceeding 2,250 vehicles trips during
the PM peak hour (see Mitigation
Measure TR-1).

TR-C1a: Improvement at Healdsburg
Avenue/Mill Street/Vine Street
Applicable: The project would
contribute trips to this intersection.

The City is currently constructing the
roundabout. The percentage of
project trips distributed to this
intersection will be used to calculate
the project’s fair-share contribution
to the construction of this
improvement (see Mitigation
Measure TRC-1a).

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Packet Pg. 376 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 12 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
TR-C1b: Improvement at Healdsburg
Avenue/Front Street
Applicable: The project would
contribute trips to this intersection.

The signal was installed in 2017. The
percentage of project trips
distributed to this intersection will
be used to calculate the project’s fair
share contribution to the
construction of this improvement
(see Mitigation Measure TRC-1b).

Conclusions

1. The project is consistent with the CHAP, which constitutes a community plan pursuant to Section 15183 of the CEQA Guidelines, as well as with the rezoning action that accompanied adoption of the CHAP which resulted in the entire project site being zoned Mixed Use (MU);

2. The project would not result in effects on the environment that are peculiar to the project or the project site that were not identified as significant effects in the CHAP EIR;

3. The project would not result in potentially significant off-site or cumulative impacts that were not identified in the CHAP EIR;

4. There are no effects that were previously identified in the CHAP EIR which, as a result of substantial new information that was not known at the time the CHAP EIR was certified, would have a more severe adverse impact than was already analyzed and disclosed in the CHAP EIR; and

5. The project sponsor will undertake feasible mitigation measures specified in the CHAP EIR to mitigate project-related significant impacts.

Therefore, no further environmental review shall be required for the proposed project pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183.

Furthermore:

1. No substantial differences or changes have been proposed in the project that would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in severity of previously identified significant impacts.

2. No substantial changes have occurred with respect to the circumstances under which the project is undertaken which would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects.

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Packet Pg. 377 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 13 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com

3. No new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the CHAP EIR was certified as complete shows any of the following:
a. The project will have one or more significant effects not discussed in the CHAP EIR; b. Significant effects previously examined in the CHAP EIR will be substantially more severe than shown in the CHAP EIR;
c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents have declined to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the CHAP EIR would substantially reduce one or more significant effects on the environment, but the project proponents have declined to adopt the mitigation measure or alternative.

As such, the following conclusions separately and independently apply to the project, each of which, separately and independently, provide a basis for CEQA compliance:
• No subsequent or supplemental environmental review is required in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164. The Environmental Checklist qualifies as an addendum to the CHAP EIR pursuant to CEQA Guidelines Section 15164.
• The project constitutes an activity that is within the scope of the CHAP, and the CHAP EIR constitutes a program EIR that adequately describes the project for the purposes of CEQA. As such, no subsequent or supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15164.

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Packet Pg. 378 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Appendix A:

Mitigation Monitoring and Reporting Program
- To be attached -

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Packet Pg. 379 Attachment: 3. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) ATTACHMENT 4

CITY OF HEALDSBURG
RESOLUTION NO. ___ -2024

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

HEALDSBURG APPROVING A TENTATIVE SUBDIVISION
MAP (SBDV 0005-2024) FOR LOT 3 OF THE MILL DISTRICT

PROJECT
WHEREAS, in early 2019, the City of Healdsburg entered into a Development Agreement with Replay Healdsburg, LLC (“Developer”) governing the development of approximately 9.59 acres of real property located within the Central Healdsburg Avenue Plan ("CHAP") planning area to be comprised of: a hotel containing approximately 53 guest rooms (“Hotel”); up to 208 residential apartments and condominiums of which forty (40) units (the "Affordable Housing Units") shall be deed-restricted, multi-family residential rental units for occupancy by "Lower Income Households"; thirty (30) units (the "Middle Income Units") shall be deed-restricted to "Middle Income Households”; and not more than one hundred thirty-eight (138) condominium units (the “Market Rate Units”) shall be sold at unrestricted prices; fifteen thousand (15,000) square feet of commercial space, inclusive of residential amenities including a swimming pool and fitness center to serve residential units in the Project (“Residential Amenity”); and a 0.78 acre privately owned and maintained open space in the center of the Property for public use and enjoyment (“Park”)(collectively, the "Project"); and
WHEREAS, on March 11, 2019, the City Council of the City of Healdsburg adopted Resolution No. 42-2019 approving a tentative subdivision map for the Project; and WHEREAS, effective May 1, 2019, the City and Developer entered into that certain Development Agreement governing the Project pursuant to the authority of Ordinance No. 1184 adopted by the City Council; and
WHEREAS, on April 6, 2020, the City Council adopted Resolution No. 20-2020 approving the Mill District Final Map, accepted the public right of way for Sawmill Circle, South Street and Branch Lane, public right of way on Healdsburg Avenue, public access easements, emergency vehicle access easements and public utility easements for public use, and vacated the existing public utility easements as shown on the Mill District Final Map, subject to improvement; and authorized the City Manager to execute the project subdivision improvement agreement; and WHEREAS, prior to approving required land use entitlements necessary to develop and construct the Mill District Project, as described above, it was evaluated for consistency with the Central Healdsburg Avenue Plan Final Environmental Impact Report ("CHAP EIR") (State Clearinghouse No. 2012112011) and the City prepared a Certificate of Determination that documents the City’s review of the Project in accordance with CEQA and identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Project’s CEQA compliance: (i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183; (ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and (iii) reliance on the CHAP EIR as a Program EIR, pursuant

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to CEQA Guidelines Section 15168 (collectively, the “Mill District Project CEQA Determination”); and
WHEREAS, the Mill District Final Map subdivided the land comprising the Mill District Project into seven (7) parcels, one parcel of which is legally described as Lot 3 of the Final Map of the Mill District, filed December 28, 2020 in Book 817 of Maps at Pages 32-47 of Official Records, County of Sonoma, State of California (APN 002-870-004), Instrument No. 2020- 124351; and
WHEREAS, Developer submitted applications to the City seeking approval of amendments to previously approved entitlements for the Mill District Project consisting of the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04), plus new Tentative Subdivision Maps SBDV 0004-2024 (Lot 2); SBDV 0005-2024 (Lot 3); SBDV 0003-2024 (Lot 1); and Tentative Parcel Map SBDV 0002- 2024 (Lot 5) that reflect revised residential unit counts for Lots 2 and 3 and modifications to the allowable uses on Lots 1 and 5; and
WHEREAS, the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04) increase the number of residential units permitted on Lot 3 from 41 units to 50 units; and WHEREAS, at a properly noticed public hearing on August 13, 2024, the Planning Commission reviewed written and oral staff reports, conducted a public hearing, received testimony and all pertinent documents and information into the record related to the Fourth Amendment to the Development Agreement (DA 2018-01.04), Master Conditional Use Permit amendment (CUP 2017-12.04), and Tentative Subdivision Map Application SBDV 0005-2024; and the Planning Commission adopted Resolution No. 2024-xx recommending that the City Council approve the Lot 3 Tentative Subdivision Map based upon recommended findings and subject to recommended conditions of approval; and
WHEREAS, on September 16, 2024, the Healdsburg City Council held a duly noticed public hearing on the Lot 3 Tentative Subdivision Map (SBDV 0005-2024), reviewed the written and verbal staff reports, took testimony, and received into the record all pertinent documents.

NOW THEREFORE BE IT RESOLVED that the City Council hereby determines that any environmental impacts related to the Mill District Project have been reviewed and considered in accordance with the provisions of the California Environmental Quality Act. The environmental review for the Mill District project ("Project") relied upon the certified EIR for the Central Healdsburg Avenue Plan ("CHAP EIR") which was prepared pursuant to the California Environmental Quality Act (Pub. Res. Code § 21000, et seq.) ("CEQA"), and certified by the Healdsburg City Council on January 21, 2014 (State Clearinghouse No. 2012112011). In 2019, the Project was evaluated for consistency with the CHAP EIR as part of City approvals for a Tentative Map, Master Conditional Use Permit, Heritage Tree Removal Permit, and Historic Demolition Permit. The City identified three applicable CEQA streamlining and/or tiering code

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sections, each of which, separately and independently, provided a basis for the Mill District Project’s CEQA compliance:
(i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183; and
(ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and
(iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District CEQA Determination”).

The Mill District CEQA Determination continues to provide a basis for the CEQA compliance for Tentative Subdivision Map Application SBDV 0005-2024 for Lot 3 of the Final Map of the Mill District and the revised tentative map and circumstances under which the revisions are undertaken do not require the preparation of a subsequent EIR or supplemental EIR pursuant to CEQA Guidelines Section 15162 or 15163, respectively.

BE IT FURTHER RESOLVED that the City Council hereby approves Tentative Subdivision Map Application SBDV 0005-2024 for Lot 3 of the Final Map of the Mill District as shown on Exhibit A and subject to the Conditions of Approval attached hereto as Exhibit B incorporated herein by this reference based on the facts and findings as set forth and subject to all applicable mitigation measures in the CEQA Determination for the Mill District Project attached hereto as Exhibit C and incorporated herein by this reference based on the facts and findings as set forth below:

A. The proposed map and its design and improvements are consistent with the general plan and any applicable specific plan.

Tentative Subdivision Map Application SBDV 0005-2024 for Lot 3 of the Final Map of the Mill District identifies one parcel with 21 residential condominium units, a second parcel with 29 middle income units and one common area parcel. The tentative map is consistent with the intent of the Mixed Use land use classification in the Healdsburg 2030 General Plan and the Central Healdsburg Avenue Plan ("CHAP"). The subdivision will allow for a condominium plan to establish separate condominium units for the Market Rate and Middle Income ownership units planned for Lot 3 and for the Middle Income rental units. Prior to recordation of the final map, a design review permit for Lot 3 must be approved by the Planning Commission and the final map must be consistent with that approval.

B. The site is physically suitable for the type and proposed density of development.

Lot 3 of the Final Map of the Mill District is 0.86 acre in size and designated for multi-family residential development by the Mill District Project entitlements. The Developer has submitted a Site Capacity Study that demonstrates that the site can accommodate the proposed density of development of 58 units per acre.

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C. The design of the subdivision and the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat.

The Project would have no impact on fish or wildlife or their habitat. The Project will be required to comply with all relevant mitigation measures of the Mitigation Monitoring and Reporting Program for the Mill District Project, as set forth in the Mill District Project CEQA Determination and adopted by the City Council.

D. The design of the subdivision and the type of improvements are not likely to cause serious public health problems.

The Environmental Checklist for the Mill District Project and the CHAP EIR evaluate potential impacts to public health including air quality impacts, noise impacts, hazards and hazardous materials, and wildfire. These analyses concluded that the Mill District Project will not result in public health hazards.

E. The design of the subdivision and the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision.

There are no public easements through Lot 3 of the Final Map of the Mill District and thus no possible conflict caused by the design of the improvements.

F. Unless otherwise provided by the Subdivision Map Act, the design of the subdivision provides, to the extent feasible, for future passive or natural heating or cooling opportunities in the subdivision.

The design of the subdivision provides for solar access and allows for passive or natural heating and cooling opportunities.

BE IT FURTHER RESOLVED that this resolution shall become effective concurrent with the effective date of an ordinance adopted by the City Council approving the Fourth Amendment to the Development Agreement (DA 2018-01.04); and
BE IT FURTHER RESOLVED that if the Fourth Amendment to the Development Agreement (DA 2018-01.04), as approved by the City Council, includes provisions that necessitate additional Conditions of Approval to achieve consistency with the Development Agreement, such amendments shall be imposed by the community development director as minor amendments and shall not require Planning Commission review and approval.

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PASSED, APPROVED, AND ADOPTED by the City Council of the City of Healdsburg this 16th day of September 2024 by the following vote:

AYES: Councilmembers: ( )
NOES: Councilmembers: ( )
ABSENT: Councilmembers: ( )
ABSTAINING: Councilmembers: ( )
SO ORDERED: ATTEST:
__________________________________ ____________________________________ David Hagele, Mayor Raina Allan, City Clerk

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-0674-2485 v3

EXHIBIT A
MILL DISTRICT LOT 3 TENTATIVE MAP

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EXHIBIT
B

CONDITIONS OF APPROVAL
4857-0674-2485 v37

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EXHIBIT C

MILL DISTRICT CEQA CERTIFICATE OF DETERMINATION
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NORTH
TEL (707) 542-6451 FAX (707) 542-5212 15 TH I RD STR EE T , SAN TA RO SA, CA 95401 CI VI L EN G I NE E R S UR BAN PLA NN ER S LAN D SU R V EY O R S LA

NDSCAPEARCH ITECTS
LEGEND

VICINITY MAP
NTS

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Packet Pg. 388 Attachment: 4. Ex A. Lot 3 Tentative Map (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) Exhibit B

CONDITIONS OF APPROVAL
Mill District Project
Tentative Subdivision Map Application SBDV 0005-2024
Lot 3 of the Final Map of the Mill District
(APN: 002-870-004)
Note: Conditions that are carried forward from the City Council's approval of Tentative Subdivision Map TM 2017-01 for the Mill District Project are shown in italicized text.

General

1. This specific approval is limited to the Tentative Subdivision Map SBDV 0005-2024 and is not intended to serve as an approval of the overall project description that was submitted with the tentative map application.

2. This Tentative Map approval shall become effective concurrent with the effective date of an ordinance adopted by the City Council approving the Fourth Amendment to the Development Agreement (DA 2018-01.04) which identifies a total of 50 residential units (29 Middle Income Units and 21 Market Rate Units) for future development on Lot 3.

3. If the Fourth Amendment to the Development Agreement (DA 2018-01.04), as approved by the City Council, includes provisions that necessitate additional Conditions of Approval to achieve consistency with the Development Agreement, such amendments shall be imposed by the community development director as minor amendments in accordance with Healdsburg Municipal Code section

17.04.160.

4. This approval is based upon all conditions of approval set forth herein, including mitigation measures and specified plans and agreements included by reference, as well as all applicable City rules and regulations. Any deviations from the conditions must be reviewed and approved by the City for conformity with this approval. Deviations may require approved changes to these approvals and/or further environmental review. Deviations without the above-described approval will constitute a violation of permit approval.

5. Except as specifically authorized in these conditions of approval, the grading, development, use, and maintenance of the property; the size, shape, arrangement, and location of the structures, parking areas and landscape areas; and the protection and preservation of resources shall be subject to Planning Commission approval and shall conform to the conditions of approval below. The property and any portions thereof shall be sold, leased or financed in compliance with the conditions of approval thereto, including all related covenants and agreements. All plans and agreements (such as landscape maintenance plans) required pursuant to these conditions of approval must be submitted for review and approval and shall be implemented as approved by the City.

6. The use and/or construction of any structures or improvements authorized by this approval shall not commence until all necessary planning and building permits pertaining to the use or construction in question are obtained. Before any grading or building permit will be issued by the city, the Owner/Applicant must obtain written clearance from all departments having conditions; such clearance shall indicate that the Owner/Applicant has satisfied all pre-construction conditions.

7. The Owner/Applicant's acceptance of this permit and/or commencement of use, construction and/or operations under this approval shall be deemed acceptance of all conditions of this approval by the Owner/Applicant.

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8. All site and Project development must occur in conformance with the previously-certified Central Healdsburg Avenue Plan Environmental Impact Report (CHAP EIR) identified for the approval of Mill District Project land use application numbers TM 2017-01, DA 2018-01, CUP 2017-12, MISC 2017-01 and HT 2017-02 (together, the "Project Approvals", and the adopted Mill District Project Certificate of Determination and the Mitigation Monitoring and Reporting Program for the Project that is attached thereto (the "Project MMRP").

9. The Owner/Applicant shall follow all recommendations of the following Technical Appendices attached to the Mill District Environmental Checklist:
• Mill District Air Quality and Greenhouse Gas Assessment, prepared by Illingworth and Rodkin, Inc., dated April 17, 2018, as amended on November 8, 2018. • Biological Technical Memorandum for the Mill District Project, prepared by WRA Environmental Consultants, dated December 10, 2018.
• Traffic Impact Study for the Mill District and Addendum, prepared by W-Trans, dated March 1, 2018, as amended on December 11, 2018.
• Historic Resource Evaluation of the Property Located at 146 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 16, 2017. • Historic Resource Evaluation of the Property Located at 164 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 27, 2017. • Mill District Environmental Noise and Vibration Assessment, prepared by Illingworth & Rodkin, dated March 21, 2018, as amended on August 3, 2018 and December 7, 2018. • Mill District Tree Survey and Protection Plan, prepared by WRA Environmental Consultants, dated August 3, 2018.

10. The Owner/Applicant shall ensure that potential contractors are aware of City requirements. The Owner/Applicant shall notify all contractors and subcontractors in writing of the site rules, restrictions, and Conditions of Approval and submit a copy of the notice to the Planning Department.

11. All construction-related vehicles, equipment staging, and storage areas shall be located onsite and outside of the road and highway right of way, unless otherwise agreed to by the Director of Public Works. The Owner/Applicant shall provide all construction personnel with a written notice of this requirement and a description of approved parking, staging and storage areas. The notice shall also include the name and phone number of the Owner/Applicant's designee responsible for enforcement of this restriction. Designated construction personnel parking, equipment staging, and storage areas shall be depicted on Project plans submitted for building permit applications. All City Department comments on the Project are required to be met to the Department's satisfaction.

12. The Owner/Applicant shall defend, indemnify and hold harmless the City or its agents or officers and employees from any claim, action or proceeding against the City or its agents, officer or employees, to attack, set aside, void, or annul, in whole or in part, the City's approval of this Project, except as to any claim action or proceeding submitted or initiated by Owner/Applicant. Such defense shall be in accordance with Section 6.6 of the Development Agreement for the project, (the "Development Agreement") that was approved by the City Council on April 1, 2019.

13. This approval does not confer legal status on any existing structure(s) or use(s) on the property unless specifically authorized by this approval.

14. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's commitment that all diesel-powered portable equipment

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on the Project site will meet EPA particulate emissions standards for Tier 4 engines or the equivalent for construction of the Project.

15. During any grading or construction activities on the site, the contractor shall implement the following best management practices that are required of all projects:
(a) All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. (b) All haul trucks transporting soil, sand, or other loose material off-site shall be covered. (c) All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited.
(d) All vehicle speeds on unpaved roads shall be limited to 15 miles per hour (mph). (e) All roadways, driveways, and sidewalks shall be paved in a timely manner with no undue delay. Building pads shall be laid immediately after grading unless seeding or soil binders are used.
(f) Idling time of construction equipment shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations (CCR))> Clear signage shall be provided for construction workers at all access points.
(g) All construction equipment shall be maintained and properly tuned in accordance with manufacturer's specifications. All equipment shall be checked by a certified mechanic and determined to be running in property condition prior to operation. (h) Prior to issuance of a grading permit, the property owner shall post a publicly visible sign with the telephone number and person to contact at the Planning Department regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District's phone number shall also be visible to ensure compliance with applicable regulations.

16. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's assurance that there shall be no pile driving on site.

17. The Final Map shall be filed within two years from the date of approval of the tentative map or an extension of time shall be requested prior to the expiration date.

18. Prior to recordation of the Final Map and subject to City approval as to form and content, the Owner/Applicant shall include all of the mitigation measures and conditions of approval associated with or required by this Project approval on a separate informational sheet(s) to be recorded with the Final Map. All applicable conditions and mitigation measures for the Project shall be printed on grading and/or building plans.

19. If the Tentative Map is proposed to be revised, including revisions to these conditions of approval, the revisions shall be approved pursuant to and in accordance with Chapter 17.04 of the Healdsburg Municipal Code.

20. This approval is subject to the terms and conditions of the Development Agreement. If any of these conditions of approval is in conflict, or is inconsistent, with any term or conditions of the Development Agreement for this Project, then the Development Agreement shall control.

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21. Condominiums consistent with the Subdivision Map Act and Healdsburg Municipal Code Chapter

17.04 may be permitted on each parcel as set forth in the “Permitted Use Table” included in the conditions of approval for Conditional Use Permit CUP 2017-12 and as may be modified by subsequent approvals, provided that the total number of residential units shall not exceed 208, the market units shall not exceed 146, the number of hotel rooms shall not exceed 53, the amount of commercial space shall not exceed 15,000 square feet, and the privately owned, publicly accessible park shall be no less than 0.86 acre.

Community Development Department

22. The Final Map submitted for review and approval by the City shall be substantially consistent with Tentative Subdivision Map SBDV 0005-2024.

23. Prior to City Council approval of the Final Map, the Owner/Applicant shall submit a Design Review Permit application and applications for any other necessary planning permits for development on Lot 3 and receive Planning Commission approval of said applications. The Final Map shall not be submitted to the City Council for action unless said Design Review permit is approved by the Planning Commission and all appeal periods have been exhausted. The Final Map shall be subject to and consistent with all applicable conditions of the Design Review approval for Lot 3.

24. Prior to City Council approval of the Final Map, the Owner/Applicant shall submit to the City any related modifications to the covenants, conditions, and restrictions (CC&Rs) for the Project that are necessary to ensure conformity with "Planning & Building Department Condition #5 for approval of Tentative Map 2017-01. The updated CC&Rs shall be subject to prior review and approval of the City Attorney.

25. The CC&Rs for Lot 3 submitted to the City for its review and approval shall include a provision to limit the amount of an annual increase in applicable homeowners’ association dues payable by an Ownership Middle Income Housing Unit to no more than 33% of the percentage annual increase in the area median income for Sonoma County, if any, applicable to the household size appropriate for the particular Ownership Middle Income Housing Unit as published annually by the State of California Department of Housing and Community Development.

26. Design review for all twenty-nine (29) Middle Income Units to be constructed on Lot 3 shall be prepared and approved by the City and the building permit for construction of all twenty-nine (29) Middle Income Units on Lot 3 must be issued and all required fees must have been paid by Developer, before or concurrently with the issuance of a building permit for the development and construction of any portion of the sixty-two (62) Market Rate Units on Lot 2.

Public Works

27. Fees
a. Public Works engineering and inspection fees for Improvement Plan and Final Map review shall be due and payable at the time of making the first submittal in connection with the Improvement Plans or the Final Map, as applicable.
b. All Public Works Department impact fees shall be due and payable at the time of issuance of building permit(s) for the improvements to which they are applicable, unless otherwise authorized by the City.

28. Final Map
c. The Final Map shall be prepared in accordance with the State Subdivision Map Act, the City's Subdivision Ordinance and City's Public Works Standard Specifications and Details. All parcel

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or lot boundary dimensions and bearings shall be shown on the Final Map with all parcel or lot corners delineated by durable monument.

29. Dedications
d. The project is responsible for dedicating all necessary right of way and public easements either on the final map, or via separate easement deed documents, as determined by the City Engineer.

The applicant is responsible for preparing all dedication documents. e. Vacate any unnecessary easements on the final map, as determined by the City Engineer and/or Utilities Director.
f. Prior to approval, the final map requires technical review and approval by the City's contract land surveyor.

30. Low Impact Development/SWPPP
g. The project shall be designed and constructed in accordance with the City's low impact development regulations.
h. Final, construction level, low impact development storm water calculations and plans are required with the submittal of the building permit application construction documents, for both the on-site and off-site areas. This shall include the final SWLID determined worksheet, signed by the applicant.
i. Any trash areas shall be enclosed, covered, plumbed to the sewer and shall not allow stormwater run-on or run-off into/away from the enclosure area.

31. Interior Streets and Parking
j. An encroachment permit from the Public Works Department shall be required for any work done within the public right-of-way, public easement or on public utility.

32. Utilities
k. The Applicant shall submit domestic water use demands with submittal of construction drawings to determine the necessary water service and meter sizes. l. Individual water meters and utility accounts are required for all condominium and common parcels.

33. Miscellaneous
m. Landscaping and irrigation shall be designed and constructed in accordance with the City’s water efficiency requirements. The applicant shall submit Water Efficiency Landscape Ordinance calculations with the landscape plans submitted as part of the on-site improvements and construction drawings submitted with building permits. n. Prior to issuance of any construction permits, the applicant shall submit an application for a Final Map, obtain City Council approval of the Final Map, and the Final Map shall be filed with the County Recorder’s Office.

Community Services

34. The Project will be subject to requirements for park and recreational land as set forth in Chapter

17.04(Subdivisions), Article VIII (Park and Recreational Land) of the Healdsburg Municipal Code.

This Project shall meet the requirements as provided in the Development Agreement.

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Fire Department

35. Fire Code: All buildings shall be subject to fire code requirements.

36. Fire Flow: The minimum fire flow and flow duration for buildings other than one- and two-family dwellings shall be as specified in Table B105.1(2). A reduction in required fire flow of up to 50 percent, as approved is allowed when the building is provided with an approved automatic sprinkler system installed in accordance with other sections of this code. the resulting fire flow shall not be less than 1500 gallons per minute for the prescribed duration as specified in Table B105.1.City Ordinance 1157, Section.B105.2

37. Fire Hydrant: Where a portion of the facility or building hereafter constructed or moved into or within the jurisdiction is more than 250 feet from a hydrant on a fire apparatus access road, as measured by the approved route around the exterior of the facility or building, on-site fire hydrants and fire mains shall be provided where required by the Fire Code Official. City Ordinance 1157, 507.5.1

38. Fire Hydrant: Fire hydrants shall be located within 100 feet of the FDC, or as approved by the fire code official. City Ordinance 1157, Table C102.1 Footnote g

39. FDC Location: With respect to hydrants, driveways, buildings and landscaping, fire department connections shall be so located that fire apparatus and hose connected to supply the system will not obstruct access to the buildings for other fire apparatus. The location of the fire department connections shall be within 100 feet of a fire hydrant or approved by the fire code official (Also see Section 507.5.1.1). City Ordinance 1157, CFC 912.2

40. Signs: Where required by the fire code official, fire apparatus roads shall be marked with permanent NO PARKING-FIRE LANE signs complying with Figure D103.6 and Fire Prevention Standard No.

3. Signs shall have a minimum dimension of 12 inches (305 mm) wide by 18 inches (457 mm) high and have red letters on a white reflective background. Signs shall be posted on one or both sides of the fire apparatus road as required by Section D103.6, City Ordinance 1157, Sec. CFC 503.3, Fire Prevention Standard No. 3.

Electric Department

41. Public utility easements (PUE) are required along the street frontages and at various locations within the development. At a minimum Developer will plan for and provide a 5-foot PUE back of sidewalk on the south and west sides of the planned interior streets. Additional PUEs will be required for necessary electrical equipment. The back two feet of the sidewalk may be used for the dry-utility trench, but additional space is needed behind sidewalk, outside of the normal pedestrian and ADA pathway for utility boxes and fixtures. Placing utility boxes in the sidewalk should be avoided.

SMART

42. The Owner/Applicant shall comply with all requirements of Sonoma Marin Area Rail Transit (SMART), as detailed in the attached letter to the City of Healdsburg from SMART, dated August 17, 2017.

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CERTIFICATE OF DETERMINATION/COMMUNITY PLAN EVALUATION,

ADDENDUM, AND PROGRAM EIR
Project Description
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is located two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout. The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

The project is the redevelopment of an area designated for mixed-use development in the Central Healdsburg Avenue Plan (CHAP). As shown on the site plan, 188 units of multi-family housing are proposed; of those, 140 will be “market rate” and 48 will be deed-restricted, single-occupancy rental units targeted for affordability for households with very low and/or low income, as defined by the State of California.

In addition to housing, the project includes development of a 53-room hotel, 15,000 square feet of commercial uses in multiple buildings, public plaza spaces, two new public streets, a common amenity building with food and beverage service, a fitness facility and a pool; public open space; and associated landscaping. Maintenance structures, parking and bicycle racks, and a transit connection to the proposed multi-use path connecting to the SMART rail station would also be provided.

Hotel. The hotel would provide 53 guest rooms, 5,443 square feet of lobby and public space, and 8,500 square feet of commercial space that will be leased to individual tenants. Hotel parking and hotel support services would be accessed by a ramp at the east end of the building and provided at basement level using a stacked parking system and loading docks, respectively. Fitness and pool amenities will be provided through shared access to the nearby residential amenity facility. The hotel will provide breakfast service for guests as well as room service but will not include a full-service restaurant.

The architecture of the hotel complex and courtyard would respect the former industrial character of the Nu Forest Products lumber mill site. It will combine contemporary forms and building systems with industrial finishes and elements such as exposed industrial light gauge steel, post-and-beam construction, and rough-sawn finishes. A dust collector and other components repurposed from the mill would add to the design and articulate an architecture that is rooted in the past, as well as revitalized and looking forward. Large interior spaces with window walls that open up to outdoor pedestrian plazas would facilitate flexible use of the more public spaces.

Commercial Uses. The three-story commercial, retail, and residential building at the edge of the Redwood Grove (Building A) would provide ground floor commercial and restrooms for the park, in

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Packet Pg. 395 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 2 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com addition to housing. The residential units will be located on the upper floors. These uses will provide an active street frontage along Healdsburg Avenue consistent with the CHAP.

Other commercial buildings on-site would include a single purpose tavern building located adjacent to a community garden and orchard, a landscape workshop, storage and recycling/composting center, a pool house with fitness equipment and mechanical equipment for the pool, and a small gazebo in the park. • Open Space. The project will provide the following privately owned common areas with public access:
- Open Space Park—The 1.01-acre park would feature a passive-use lawn area against the backdrop of a grove of heritage Redwood trees, meandering pedestrian walkways and benches milled on-site by the former occupant, Nu Forest Products. - Adventure Play Area—This area would feature natural boulders and re-purposed/salvaged tree trunks for free-form play and climbing/bouldering.
- The Tavern Terrace—A commercial/retail space with an open-air terrace and turf open space with westward orientation.
- Gardener’s Shed & Community Garden—A community garden and display of seasonal herbs and vegetables and an accessory structure for gardening equipment and storage. - Hotel Plaza—The plaza area on both sides of Mill Circle would support the commercial, retail and hospitality functions of the mixed-use development. Uses within the plaza would include pedestrian circulation, public gathering and seating, outdoor dining and patio areas, minor retail display, artwork display, hotel guest drop-off and valet, service access and landscaped areas.

Landscaping
The proposed plant palette for the landscape is drought-tolerant, climate-adapted, and appropriate for the Mediterranean-like climate of the City and the region. The project will comply with the City’s Water Efficient Landscaping Ordinance pursuant to Land Use Code Section 20.16.105.

An existing and towering stand of redwood trees would be preserved and provide backdrop to the publicly accessible open space and scale to the project as viewed from Healdsburg Avenue.

Large, canopied, deciduous shade trees will line the street on both sides to provide visual and spatial integration between buildings and the street corridor. Along the internal streets, a generous landscape planting area separates the pedestrian walkway from the street and provides an enhanced pedestrian experience. Flowering species and citrus trees will provide visual accents throughout the proposed development.

CEQA Determination
The project is exempt from further environmental review per Section 15183 of the California Environmental Quality Act (CEQA) Guidelines and California Public Resources Code Section 21083.3.

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Packet Pg. 396 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 3 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com The following CEQA streamlining and/or tiering code sections also separately and independently provide bases for CEQA compliance for the project:
• The project is eligible for environmental review in the form of an addendum pursuant to CEQA Section 21166 and CEQA Guidelines Sections 15162 and 15164. • The project is within the scope of the CHAP, which was covered by a Program EIR, and as such no new environmental document is required pursuant to CEQA Guidelines Sections 15162 and 15168.

Determination
I do hereby certify that the above determination has been made pursuant to State and Local requirements.

Project Approval
The following discretionary approvals are expected to be necessary from the City:
• Tentative Subdivision Map
• Condominium Tentative Map
• Conditional Use Permit (CUP) for (1) mixed-use residential and (2) visitor lodging (hotel) uses in the MU district
• Any further CUPs that may be necessary for individual commercial tenants of the property • Heritage Tree Removal
• Historic Demolition Permit
• Density Bonus
• Design Review for each phase of the development
• Housing Allocations under Healdsburg’s Growth Management Ordinance (GMO) • Subdivision Improvement Agreement
In addition, the project would require ministerial approvals, including issuance of grading and building permits from the City of Healdsburg.

Community Plan Evaluation Overview
California Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183 provide that projects that are consistent with the development density established by existing zoning, community plan or general plan policies for which an Environmental Impact Report (EIR) was certified, shall not be subject to additional environmental review except as might be necessary to examine whether there are

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Packet Pg. 397 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 4 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com project-specific significant effects which are peculiar to the project or its site. Section 15183 specifies that examination of environmental effects shall be limited to those effects that a) are peculiar to the project or parcel on which the project would be located; b) were not analyzed as significant effects in a prior EIR on the zoning action, general plan or community plan with which the project is consistent; c) are potentially significant off-site and cumulative impacts that were not discussed in the underlying EIR; or d) are previously identified in the EIR, but which, as a result of substantial new information that was not known at the time that the EIR was certified, are determined to have a more severe adverse impact than that discussed in the underlying EIR. Section 15183(c) specifies that if an impact is not peculiar to the parcel or to the proposed project, then an EIR need not be prepared for the project solely on the basis of that impact.

CEQA Section 15183 applies to the project since the project meets all of the following conditions. (d)(1)(A) The project is consistent with a community plan adopted as part of a general plan.

The project is consistent with the CHAP, a comprehensive, long-term planning document for the project site and the surrounding area that was incorporated into the General Plan. The project will implement a number of the goals and policies of the CHAP, and, in accordance with the General Plan, the CHAP shall be used to guide land use and development decisions through the application of its standards and design guidelines.

The CHAP applies to an area of approximately 71.5 acres in Central Healdsburg, generally located south of Mill Street between US Highway 101 to the west and the Russian River to the east. The CHAP provides for a mix of land uses to meet its objectives, designating 21.9 acres Mixed Use, 8.3 acres Residential, and 8.7 acres Industrial. The proposed development would provide 188 units, which (net of units awarded as a density bonus) is within the density permitted by the CHAP.1 (d)(1)(B) The project is also consistent with a zoning action which zoned or designated the parcel on which the project would be located to accommodate a particular density of development.

Concurrently with adoption of the CHAP, the City rezoned the majority of the project site from Industrial (I) to Mixed Use (MU), with the result that the entire project site was designated MU. The project (net of units awarded as a density bonus) is consistent with the density of 16 du/ac specified for MU zoning districts in the Zoning Code.
1 The CHAP and the CHAP EIR analyzed a “most intensive” scenario that would result in 314 dwelling units with other uses in the buildout of the plan area; however, the “most intensive” scenario was intended to represent the highest-intensity use of infrastructure and highest level of environmental impacts from any mix of uses, not to represent the maximum number of residential units permitted on the project site. The number of residential units permitted on the project site is determined by the MU designation, which is 16 du/ac.

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Packet Pg. 398 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 5 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com (d)(2) An EIR was certified by the lead agency for the zoning action, the community plan, or the general plan.

The CHAP EIR was certified by the City on January 21, 2014, at which time the majority of the project site was rezoned such that the entire site was designated Mixed Use (MU).

Addendum Overview
Public Resources Code Section 21166 and CEQA Guidelines Section 15164 state that an addendum to a certified EIR is allowed when minor changes or additions are necessary and none of the conditions for preparation of a subsequent EIR or Negative Declaration pursuant to Section 15162 are satisfied.

The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed project would cause significant environmental impacts. Therefore, no supplemental environmental review is required, and the Environmental Checklist serves as an addendum to the CHAP EIR in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164.

Program EIR Overview
Pursuant to CEQA Guidelines Section 15168 (Program EIRs), the CHAP EIR can be used as a Program EIR in support of streamlining and/or tiering provisions under CEQA. CEQA Guidelines Section 15168 defines a “program EIR” as one prepared on a series of actions that can be characterized as one large project and are related geographically and by other shared characteristics. Section 15168 continues that “subsequent activities in the program EIR must be examined in the light of the program EIR to determine whether an additional environmental document must be prepared.” If the agency finds that pursuant to CEQA Guidelines Section 15162, no new effects could occur and no new mitigation measures would be required, the agency can approve the activity as being within the scope of the project covered by the program EIR and no new environmental document is required.

As discussed above, the Environmental Checklist was prepared for the currently proposed project. The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified CHAP EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed

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Packet Pg. 399 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 6 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com project would cause significant environmental impacts. Therefore, no supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15168, as the project is within the scope of the activities contemplated by the CHAP EIR.

Project Setting
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout.

The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

Potential Environmental Effects
The CHAP EIR found significant and unavoidable impacts from future development in the Plan area to cultural resources. Project-level analysis determined that no new or more severe impacts would occur as a result of this project and no new mitigation would be required.

The CHAP EIR included discussion of cumulative impacts, which are summarized in the Community Plan Exemption (CPE) checklist2 prepared for the project, in each topical section. As discussed, the project would not result in any new cumulative impacts that were not already evaluated and disclosed in the CHAP EIR, nor would it result in any cumulatively considerable contribution to any cumulative impact.

The analysis concluded that there are several mitigation measures (MM) identified in the CHAP EIR that are relevant to the project. The relevant measures have been identified in Table 1 and are listed here for reference:
• MMs AQ-4a and 4b
• MMs BR-1a and BR-1b
• MMs CR-1a to CR-1f; CR-2 and CR-3
• MM HHM-3
• MMs HWQ-2 and HWQ-3
• MM NO-1, NO-2b, NO-3
• MMs TR-1; TR-C1-a; TR-C1-b
Table 1 lists the mitigation measures identified in the CHAP EIR and states whether each measure would apply to the proposed project.
2 The CPE Checklist is available for review at the Planning Department, 435 Allan Court, Healdsburg, CA, in the Case File for TM 2017-01, CUP 2017-12, MISC 2017-01, and HT 2017-02.

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Packet Pg. 400 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 7 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1: Mill District CHAP EIR Mitigation Measures
Mitigation Measure Applicability Compliance3
A. Air Quality
AQ-4a: Mitigation Measures for New
Sensitive Receptors Located near US
101
Applicable: The project would
include the development of sensitive
land uses within 450 feet of US 101.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that the level of
cancer risk or PM2.5 exposure would
be below applicable thresholds and
impacts would be less than
significant.

AQ-4b: New Sources of TACs Located
near Sensitive Receptors
Applicable: The project site would
include new sources of TACs near
sensitive receptors.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that these sources
would not cause significant cancer
risk or PM2.5 concentrations.

B. Biological Resources
BR-1a: Protect Special-status Birds
and Migratory Passerines and
Raptors during Construction
Applicable: Implementation of the
proposed project could negatively
impact special-status species,
migratory birds, or raptors.

The project sponsor has agreed to
conduct preconstruction surveys for
special-status species (see
Mitigation Measure BR-1a).

BR-1b: Protect Special-status Bats
during Building Demolition and Tree
Removal
Applicable: The project includes
building demolition.

The project sponsor has agreed to
survey buildings proposed for
demolition for the presence of
roosting bats or evidence of bats
(see Mitigation Measure BR-1b).

BR-1c: Protect Special-status Aquatic
Species
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1d: Protect Western Pond Turtle Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1e: Protect Yellow-legged Frog Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-2: Protect or Compensate for
Loss of Riparian Vegetation
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
3 Please see the Mitigation Monitoring and Reporting Program for the project, attached hereto as Appendix A.

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Packet Pg. 401 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 8 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
BR-3: Protect Wetlands and Waters Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
C. Cultural Resources
CR-1a: Avoid or Reduce Impacts to
Currently Unknown Archaeological
Resources
Applicable: Implementation of the
proposed project could disturb
existing unidentified archaeological
resources.

The project sponsor has conducted
an archaeological record search and
site survey study to provide project
guidance. The City also conducted
outreach to Native American tribes
in accordance with Assembly Bill 52.

In accordance with Mitigation
Measure CR-1a, a qualified
archaeologist will monitor all ground
disturbing activities to ensure that
any resources encountered are
protected/treated in accordance
with established procedures. (See
Mitigation Measure CR-1a).

CR-1b: Update 1983 Historic
Property Survey and Complete
Eligibility Determinations
Applicable: The current 1983
historic property survey does not
account for all structures and
districts that are historically
significant at the local, state, and
federal levels.

Completed. The project sponsor
conducted further evaluation of the
buildings/structures that could be
impacted by implementation of the
Mill District Project.

CR-1c: Amend Municipal Code

20.12.100
Applicable: The proposed project
could be located near undesignated
historically significant sites.

In accordance with Municipal
Ordinance 20.28 Article VII, the City
will amend section 20.12.100 of the
Municipal Code to include in the list
of designated historic structures,
buildings/structures that are
determined eligible (see Mitigation
Measure CR-1c).

CR-1d: Implement Healdsburg 2030
General Plan Policies
Applicable: The proposed project
could be located near undesignated
historically significant sites.

The City will continue to implement
General Plan policies HCR-A-2 and
HCR-A-3, supporting property
owners in seeking local historic
designation, and their efforts to
preserve and renovate historically
significant structures (see Mitigation
Measure CR-1d).

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Packet Pg. 402 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 9 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
CR-1e: Revise Plan Area
Development Standards and Design
Guidelines
Not Applicable: Implementation of
the proposed project would not
result in modifications to any
identified existing historic resources,
as defined in CEQA Guidelines
section 15064.5(b)(3).

Not Applicable
CR-1f: Recordation of Historical
Resources Prior to Demolition or
Removal
Applicable: Implementation of the
proposed project could disturb
existing unidentified cultural
resources.

The City will impose conditions of
approval to ensure that, prior to
demolition, the project sponsor will
conduct as-built surveys and prepare
drawings to support future exhibits,
research, etc. (See Mitigation
Measure CR-1f).

CR-2: Evaluation and Treatment of
Paleontological Resources
Applicable: Implementation of the
proposed project could result in the
disturbance of paleontological
resources (e.g., vertebrate bones,
teeth, or abundant and wellpreserved invertebrates or plants) during construction activities.

In the event of disturbance of
paleontological resources, the
project sponsor has agreed to follow
the procedures outlined in
Mitigation Measure CR-2.

CR-3: Protection of Human Remains
Encountered During Construction
Applicable: Implementation of the
proposed project could result in the
encounter and disturbance of
human remains during construction
activities.

In the event of discovery or
recognition of any human remains,
the project sponsor has agreed to
follow the procedures outlined in
Mitigation Measure CR-3.

D. Geology, Soils, & Mineral Resource
None Not Applicable Not Applicable
E. Greenhouse Gases
None Not Applicable Not Applicable
F. Hazards and Hazardous Materials
HHM-3: Protect against Hazards
from Soil or Groundwater
Contamination
Applicable: The project site would
be located on a moderate or high
risk environmental case site or on a
contiguous property of a moderate
or high risk site.

The project sponsor has agreed to
have an investigation performed of
soil, and, if encountered,
groundwater, prior to construction,
to determine the presence or
absence of contamination (see
Mitigation Measure HHM-3).

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Packet Pg. 403 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 10 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
G. Hydrology and Water Quality
HWQ-2: Prepare and Implement
Master Drainage Plan
Applicable: The project site would
be located within the CHAP.

Completed. The City has already
implemented this mitigation with the
preparation of a Storm Drainage
Master Plan in March 2017, which can
be found in Appendix H (GHD 2017.)
The City reviews the design of all
proposed projects within the CHAP
area to ensure compliance with the
applicable recommendations in the
Master Drainage Plan (as well as other
applicable requirements such as those
set forth in the SWPPP and the City’s
MS4 Permit), with the result that new
development will not increase peak
flows above the maximum capacity of
the pipes and other storm drain
system components serving the CHAP
area.

HWQ-3: Groundwater Management Applicable: The project would include activities and the use of
materials that could potentially
contaminate sources of water in the
project vicinity.

The project sponsor has agreed to
implement dewatering management
procedures (see Mitigation Measure
HWQ-3).

H. Land Use, Population, and Housing
None Not Applicable Not Applicable
I. Noise
NO-1: Noise and Land Use
Compatibility
Applicable: The project site would
be located within the CHAP and is
expected to implement the
Healdsburg 2030 General Plan’s Land
Use Compatibility for Community
Noise Environments guidelines.

Partially Completed. A site-specific
noise analysis has been conducted.

However, as a condition of approval,
subsequent acoustic analysis will be
conducted by a qualified noise
specialist who will, if necessary,
identify measures to reduce
stationary source noise impacts once
project specific design details have
been determined (see Mitigation
Measure NO-1).

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Packet Pg. 404 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 11 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
NO-2a: Railroad Vibration Applicable: The project is located within 100 feet of the centerline of a
railroad.

The project sponsor has agreed to
have an acoustic analysis conducted
by a qualified noise specialist who
will, if necessary, identify measures
that will be incorporated to reduce
vibration levels at or below the
guidelines of the FTA Groundborne
Vibration Impact Criteria (see
Mitigation Measure NO-2a).

NO-2b: Construction Vibration Not Applicable: The project would not include any significant sources of
vibration.

Not Applicable
NO-3: Temporary Construction Noise
(For Large or Complex Projects)
Applicable: The project is large and
would generate noise associated
with temporary construction
activities.

The project sponsor has agreed to
develop and implement noise
attenuation measures during
construction (see Mitigation
Measure NO-3).

J. Public Services, Utilities, and Recreation
None Not Applicable: Per the findings of
the CHAP EIR, no mitigation
measures are needed because all
impacts related to public services,
utilities, and recreation, were
determined to be less than
significant.

Not Applicable
K. Transportation
TR-1: Implementation of
Intersection Improvements at
Central Healdsburg Avenue/Mill
Street/Vine Street
Applicable: Vehicle trips at project
intersections are expected to exceed
2,250 vehicle trips during the PM
peak hour as a result of projectrelated development.

The City will implement identified
improvements to impacted
intersections prior to intersections
exceeding 2,250 vehicles trips during
the PM peak hour (see Mitigation
Measure TR-1).

TR-C1a: Improvement at Healdsburg
Avenue/Mill Street/Vine Street
Applicable: The project would
contribute trips to this intersection.

The City is currently constructing the
roundabout. The percentage of
project trips distributed to this
intersection will be used to calculate
the project’s fair-share contribution
to the construction of this
improvement (see Mitigation
Measure TRC-1a).

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Packet Pg. 405 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 12 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
TR-C1b: Improvement at Healdsburg
Avenue/Front Street
Applicable: The project would
contribute trips to this intersection.

The signal was installed in 2017. The
percentage of project trips
distributed to this intersection will
be used to calculate the project’s fair
share contribution to the
construction of this improvement
(see Mitigation Measure TRC-1b).

Conclusions

1. The project is consistent with the CHAP, which constitutes a community plan pursuant to Section 15183 of the CEQA Guidelines, as well as with the rezoning action that accompanied adoption of the CHAP which resulted in the entire project site being zoned Mixed Use (MU);

2. The project would not result in effects on the environment that are peculiar to the project or the project site that were not identified as significant effects in the CHAP EIR;

3. The project would not result in potentially significant off-site or cumulative impacts that were not identified in the CHAP EIR;

4. There are no effects that were previously identified in the CHAP EIR which, as a result of substantial new information that was not known at the time the CHAP EIR was certified, would have a more severe adverse impact than was already analyzed and disclosed in the CHAP EIR; and

5. The project sponsor will undertake feasible mitigation measures specified in the CHAP EIR to mitigate project-related significant impacts.

Therefore, no further environmental review shall be required for the proposed project pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183.

Furthermore:

1. No substantial differences or changes have been proposed in the project that would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in severity of previously identified significant impacts.

2. No substantial changes have occurred with respect to the circumstances under which the project is undertaken which would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects.

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Packet Pg. 406 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 13 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com

3. No new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the CHAP EIR was certified as complete shows any of the following:
a. The project will have one or more significant effects not discussed in the CHAP EIR; b. Significant effects previously examined in the CHAP EIR will be substantially more severe than shown in the CHAP EIR;
c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents have declined to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the CHAP EIR would substantially reduce one or more significant effects on the environment, but the project proponents have declined to adopt the mitigation measure or alternative.

As such, the following conclusions separately and independently apply to the project, each of which, separately and independently, provide a basis for CEQA compliance:
• No subsequent or supplemental environmental review is required in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164. The Environmental Checklist qualifies as an addendum to the CHAP EIR pursuant to CEQA Guidelines Section 15164.
• The project constitutes an activity that is within the scope of the CHAP, and the CHAP EIR constitutes a program EIR that adequately describes the project for the purposes of CEQA. As such, no subsequent or supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15164.

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Packet Pg. 407 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Appendix A:

Mitigation Monitoring and Reporting Program
- To be attached -

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Packet Pg. 408 Attachment: 4. Ex C. CEQA Certificate of Determination (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) PC RESOLUTION NO. 2024-11

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

HEALDSBURG RECOMMENDING THAT THE CITY COUNCIL ADOPT

AN ORDINANCE APPROVING A FOURTH AMENDMENT TO THE
DEVELOPMENT AGREEMENT (DA 2018-01.04) FOR THE MILL

DISTRICT PROJECT
WHEREAS, under the authority of Ordinance No. 1184, the City of Healdsburg, a California municipal corporation ("City") and Replay Healdsburg, LLC, a Delaware limited liability company ("Developer") entered into a Development Agreement for the Mill District Project (the "Development Agreement"), the effective date of which is May 1, 2019, and a copy of which was recorded in the Official Records of Sonoma County (“Official Records”) on July 5, 2019, as Instrument No. 2019046003; and
WHEREAS, prior to entering into the Development Agreement and approval of land use entitlements, the Project, as described below, was evaluated for consistency with the Central Healdsburg Avenue Plan Final Environmental Impact Report ("CHAP EIR") (State Clearinghouse No. 2012112011) and the City prepared a Certificate of Determination that documents the City’s review of the Project in accordance with CEQA and identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Project’s CEQA compliance: (i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183; (ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and (iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District Project CEQA Determination”); and WHEREAS, the Development Agreement governs the development of approximately

9.59 acres of real property with: a hotel containing approximately 53 guest rooms (“Hotel”); up to 208 residential apartments and condominiums of which forty (40) units (the "Affordable Housing Units") shall be deed-restricted, multi-family residential rental units for occupancy by "Lower Income Households"; thirty (30) units (the "Middle Income Units") shall be deed-restricted to "Middle Income Households”; and not more than one hundred thirty-eight (138) condominium units (the “Market Rate Units”) shall be sold at unrestricted prices; fifteen thousand (15,000) square feet of commercial space, inclusive of residential amenities including a swimming pool and fitness center to serve residential units in the Project (“Residential Amenity”); and a 0.78 acre privately owned and maintained open space in the center of the Property for public use and enjoyment (“Park”)(collectively, the "Project"); and
WHEREAS, on March 31, 2020, pursuant to authority provided by Section 6.3 and 6.4 of the Development Agreement, the Parties entered into a First Administrative Agreement Amendment to Development Agreement and First Administrative Project Amendment, as evidenced by the Memorandum of First Administrative Agreement Amendment to Development Agreement and First Administrative Project Amendment, of even date therewith and recorded in the Official Records on June 1, 2020, as Instrument No. 2020041463 ("First Amendment") to approve (i) certain minor amendments to Map Conditions Nos. 3 and 6 and MCUP Conditions

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Nos. 3, 6 and 24, and (ii) minor amendments to Sections 3.3(b), 4.2(c), 5.4(a) and 5.4(c), and the addition of Section 6.2(h) to the Development Agreement; and WHEREAS, on December 30, 2020, pursuant to authority provided by Section 6.4 of the Development Agreement, the Parties entered into a Second Administrative Agreement Amendment to Development Agreement, as evidenced by the Memorandum of Second Administrative Agreement Amendment to Development Agreement, of even date therewith and recorded in the Official Records on December 31, 2020 as Instrument No. 2020126157 ("Second Amendment") to approve minor amendments to Section 4.2(c) of the Development Agreement regarding payment of parkland dedication fees (“Quimby Act Fees”) in lieu of dedication of a portion of the Property to the City for parkland uses; and WHEREAS, on May 17, 2022, pursuant to authority provided by Section 6.3 of the Development Agreement, the Parties entered into a Third Administrative Project Amendment to Development Agreement, as evidenced by the Memorandum of Third Administrative Project Amendment to Development Agreement, of even date therewith and recorded in the Official Records on May 23, 2022 as Instrument No. 2022036175 ("Third Amendment"), to approve a minor amendment to MCUP Condition No. 1 modifying the number of market rate units allowed on Lot 6 from 26 to 15, a minor amendment to the note on Sheet 4 of the Tentative Map, and addition of Map Condition No. 20; and
WHEREAS, City staff and Developer have prepared a proposed Fourth Amendment to the Development Agreement ("Fourth Amendment") for consideration by the Healdsburg Planning Commission and the Healdsburg City Council; and WHEREAS, necessity for the Fourth Amendment is being driven, in part, by the desire of Developer to relocate the Residential Amenity from Lot 1 to Lot 5, shift residential units from Lots 5 and 6 to Lots 2 and 3, reconfigure boundaries of the Park easement on Lot 5, address concerns relating to timing of construction of the Middle Income Units, and split the first Connectivity Funds payment into two payments; and
WHEREAS, the Fourth Amendment is intended to provide for the continued and orderly development of the Mill District Project; and
WHEREAS, pursuant to Sections 65864 through 65869.5 of the California Government Code (“State Development Agreement Law”), the City adopted Ordinance No. 1097 to add Chapter 17.20 to the Healdsburg Municipal Code authorizing the use of, and imposing additional requirements on, development agreements; and
WHEREAS, Section 17.20.060 of the Healdsburg Municipal Code requires the Planning Commission to conduct a public hearing on an amendment to a development agreement; and WHEREAS, the Planning Commission held a noticed public hearing on August 13, 2024, for the purpose of receiving oral testimony on the proposed Fourth Amendment. The Commission considered all public comments received and all pertinent documents, including the Staff Report dated August 13, 2024, regarding the proposed Fourth Amendment, before making its decision.

NOW, THEREFORE, BE IT RESOLVED that the Healdsburg Planning Commission hereby recommends to the City Council that it approve the Fourth Amendment to the Development Agreement by and between the City of Healdsburg and Replay Healdsburg LLC (DA 2018-01.04), in the form attached as Exhibit A to this resolution, based upon the facts and findings as set forth below:

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1. The Development Agreement and its Fourth Amendment are consistent with the Healdsburg 2030 General Plan, the Central Healdsburg Avenue Plan, and the Land Use Code. The City Council made findings of consistency in its action to adopt Ordinance No. 1184, approving the Development Agreement, which findings are incorporated herein by this reference, and the Fourth Amendment does not modify the Development Agreement in any way that would conflict with the goals and policies of the Healdsburg 2030 General Plan, the Central Healdsburg Avenue Plan, the requirements of the City's Land Use Code, or the findings of consistency incorporated herein as applicable to the approval of this Fourth Amendment.

2. The Development Agreement and its Fourth Amendment will provide Healdsburg with tangible benefits beyond those that could be imposed through project conditions of approval including (i) securing the orderly development of the Mill District Project site; (ii) helping to meet the goals of City’s General Plan and the Central Healdsburg Avenue Plan; (iii) helping to maintain an economic and social balance between housing supply and employment opportunities; (iv) providing affordable housing for various income categories in excess of the minimum required by City’s existing inclusionary housing requirements; (v) providing services and goods to City and Project residents; (vi) providing funding for enhanced firefighting equipment; and (vii) providing funding for improving pedestrian and bicycle access in the vicinity of the project site.

3. Any environmental impacts related to the Development Agreement have been reviewed and considered in accordance with the provisions of the California Environmental Quality Act. The environmental review for the Mill District project ("Project") relied upon the certified EIR for the Central Healdsburg Avenue Plan ("CHAP EIR") which was prepared pursuant to the California Environmental Quality Act (Pub. Res. Code § 21000, et seq.) ("CEQA"), and certified by the Healdsburg City Council on January 21, 2014 (State Clearinghouse No. 2012112011). In 2019, the Project was evaluated for consistency with the CHAP EIR as part of City approvals for a Tentative Map, Master Conditional Use Permit, Heritage Tree Removal Permit, and Historic Demolition Permit. The City identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Mill District Project’s CEQA compliance:
(i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183;
(ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and
(iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District CEQA Determination”).

The Mill District CEQA Determination continues to provide a basis for the Mill District Project Amendment’s CEQA compliance and the proposed amendments and circumstances under which the project amendments are undertaken do not require the preparation of a subsequent EIR or supplemental EIR pursuant to CEQA Guidelines Section 15162 or 15163, respectively.

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BE IT FURTHER RESOLVED, that the Planning Commission recommends that the City Council consider clarifying the requirements relating to access to the Residential Amenity facilities for the Ownership Middle Income Housing Unit homebuyers and the Rental Middle Income Housing Unit residents.

DULY AND REGULARLY ADOPTED by the Healdsburg Planning Commission on the 13th day of August 2024, by the following vote:

AYES: Luks, McKay, Barber, Gerlach, Pearlman, Wood
NOES: None
ABSENT: Hunt
ABSTAIN: None
APPROVED: ATTEST:
____________________________ _____________________________ Phil Luks, CHAIR Scott M. Duiven, SECRETARY
EXHIBIT:

A. Fourth Amendment to the Development Agreement by and between City of Healdsburg and Replay Healdsburg, LLC

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Exhibit A

FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT
This Fourth Amendment to Development Agreement (this "Fourth Amendment") is entered into this ___ day of __________, 2024, by and between the City of Healdsburg, a California municipal corporation ("City"), and Replay Healdsburg, LLC, a Delaware limited liability company ("Developer"). City and Developer are referred to herein individually as a "Party" and collectively as the "Parties".

RECITALS
A. In January 2014, the Healdsburg City Council adopted the Central Healdsburg Avenue Plan (the “CHAP”), which establishes a set of guiding principles and design frameworks for the development of public infrastructure and private investment in the area generally located south of Mill Street between Highway 101 and the Russian River (the “CHAP Area”).

B. Under the authority of Ordinance No. 1184, the City and Developer entered into a Development Agreement (the "Development Agreement"), the effective date of which is May 1, 2019. A copy of the Development Agreement was recorded in the Official Records of Sonoma County (“Official Records”) on July 5, 2019, as Instrument No. 2019046003. The Development Agreement governs the development of approximately 9.59 acres of real property, more particularly described in the legal description attached hereto as Exhibit A and incorporated herein (the "Property"), located within the CHAP Area with: a hotel containing approximately 53 guest rooms (“Hotel”); up to 208 residential apartments and condominiums of which forty (40) units (the "Affordable Housing Units") shall be deed-restricted, multi-family residential rental units for occupancy by "Lower Income Households," as such term is defined in Section 1 of the Development Agreement; thirty (30) units (the "Middle Income Units") shall be deed-restricted to "Middle Income Households,” as defined in Section 1 of the Development Agreement; and not more than one hundred thirty-eight (138) condominium units (the “Market Rate Units”) shall be sold at unrestricted prices; fifteen thousand (15,000) square feet of commercial space, inclusive of residential amenities including a swimming pool and fitness center to serve residential units in the Project (“Residential Amenity”); and a 0.78 acre privately owned and maintained open space in the center of the Property for public use and enjoyment (“Park”)(collectively, the "Project").

C. An Environmental Impact Report (EIR), Mitigation Monitoring and Reporting Plan (the “CHAP MMRP”) and Statement of Overriding Considerations for the CHAP were prepared pursuant to the California Environmental Quality Act (Pub. Res. Code § 21000, et seq.) (“CEQA”), and certified by the Healdsburg City Council on January 21, 2014 (State Clearinghouse Number 2012112011). The analysis in the CHAP EIR allows the use of CEQA streamlining and/or tiering provisions for projects developed under the CHAP EIR, including the Project. Accordingly, the City prepared a “Certificate of Determination” that documents the City’s review of the Project in accordance with CEQA. All mitigation measures in the CHAP

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MMRP that are applicable to the Project have been incorporated into a project-specific mitigation monitoring and reporting program (the “MMRP”), attached as Exhibit C to the Development Agreement. The City identified the following applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provides a basis for the Project’s CEQA compliance:
(i) A Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183;
(ii) An addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and
(iii) Reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168.

D. In addition to the Development Agreement, the Project required, and received from the City, certain entitlements, including approval of a tentative tract map (Tract Map No. 2017-01)(“Tentative Map”), which was approved by Resolution No. 42-2019, adopted by the City Council on March 11, 2019, pursuant to findings and subject to conditions of approval ("Map Conditions"), and a master conditional use permit (“MCUP”), approved by Resolution No. 2019-02, adopted by the Planning Commission on January 8, 2019, pursuant to findings and subject to conditions of approval ("MCUP Conditions"). The MCUP Conditions includes a “Permitted Use Table” which identifies (i) the number of Market Rate Units, Middle Income Units and Affordable Housing Units approved for development on each Lot of the Final Map, subject to an upward or downward adjustment, applicable to Market Rate Units only, not to exceed five (5) units that can be approved administratively, and (ii) the number of commercial condominiums and amount of commercial space approved for development on each Lot of the Final Map.

E. On June 25, 2019, the Planning Commission adopted Resolution 2019-10 approving a design review (DR 2019-10) application for the development of forty-one (41) residential rental units comprised of forty (40) Affordable Housing Units and one (1) Middle Income Unit (manager’s unit) on Lot 7; subsequently, on February 11, 2020, the Planning Commission adopted Resolution No. 2020-04 amending DR 2019-10, and an administrative amendment was approved by the Community Development Director on December 21, 2020.

F. On March 10, 2020, the Planning Commission adopted Resolution No. 2020-05 approving design review (DR 2019-25) and variance (V 2020-01) applications for the development of thirty-nine (39) market rate condominium units on Lot 4 of the Final Map; the number of market rate condominium units to be developed on Lot 4 of the Final Map was increased to forty-three (43) units and approved administratively on October 12, 2021 in accordance with the terms of the Permitted Use Table and Development Agreement.

G. On March 10, 2020, the Planning Commission adopted Resolution No. 2020-06 approving a design review (DR 2019-24) application for the development of the 0.78 acre Park on a portion of Lot 5 of the Final Map, which approval subsequently expired on March 10, 2022.

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H. On March 31, 2020, pursuant to authority provided by Section 6.3 and 6.4 of the Development Agreement, the Parties entered into a First Administrative Agreement Amendment to Development Agreement and First Administrative Project Amendment, as evidenced by the Memorandum of First Administrative Agreement Amendment to Development Agreement and First Administrative Project Amendment, of even date therewith and recorded in the Official Records on June 1, 2020, as Instrument No. 2020041463 ("First Amendment") to approve (i) certain minor amendments to Map Conditions Nos. 3 and 6 and MCUP Conditions Nos. 3, 6 and 24, and (ii) minor amendments to Sections 3.3(b), 4.2(c), 5.4(a) and 5.4(c), and the addition of Section 6.2(h) to the Development Agreement.

I. On December 14, 2020, the Parties entered into an Agreement For Subdivision Improvements (“Subdivision Improvement Agreement”) to secure the faithful performance of, as well as the payment of labor and materials required to construct and install, the work of public improvements required by the Map Conditions which are otherwise required to be completed before the filing and recording of that certain final map entitled “Final Map of the Mill District,” on December 28, 2020, in Book 817 of Maps at Pages 32-47, of Official Records (“Final Map”).

J. On December 30, 2020, pursuant to authority provided by Section 6.4 of the Development Agreement, the Parties entered into a Second Administrative Agreement Amendment to Development Agreement, as evidenced by the Memorandum of Second Administrative Agreement Amendment to Development Agreement, of even date therewith and recorded in the Official Records of Sonoma County on December 31, 2020 as Instrument No. 2020126157 ("Second Amendment") to approve minor amendments to Section 4.2(c) of the Development Agreement regarding payment of parkland dedication fees (“Quimby Act Fees”) in lieu of dedication of a portion of the Property to the City for parkland uses.

K. On December 30, 2020, pursuant to the provisions of Section 4.2 of the Development Agreement, the Parties entered into a Publicly Accessible Private Open Space Easement Agreement, recorded in the Official Records on December 31, 2020 as Instrument No. 2020126156 (“Park Easement Agreement”) governing the grant to City of an easement over the Park for public access to and use by the public for park and recreational uses and activities (“Park Easement”).

L. On December 30, 2020, pursuant to the provisions of Section 5.2 of the Development Agreement, the Parties entered into a Middle Income Housing Regulatory Agreement And Declaration of Restrictive Covenants, recorded in the Official Records on December 31, 2020 as Instrument No. 2020126158 (“Middle Income Housing Agreement”) against the Property governing thirty (30) deed-restricted, multi-family Middle Income Units, a minimum of fourteen (14) and up to a maximum of twenty-two (22) units which shall be rental, and a minimum of eight (8) deed-restricted “Affordable-by-Design Housing Units,” as defined in Recital D(ii)(b) of the Development Agreement, for sale to Middle Income Households.

M. On December 30, 2020, pursuant to the provisions of Section 5.1 of the Development Agreement, the Parties entered into an Affordable Housing Regulatory Agreement And Declaration of Restrictive Covenants, recorded in the Official Records on December 31, 2020 as Instrument No. 2020126155 (“Affordable Housing Agreement”) against Lot 7

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governing the rental and occupancy of forty (40) deed-restricted, multi-family Affordable Housing Units, and one (1) deed-restricted, multi-family Middle Income Unit which shall be for occupancy by a middle income household serving as the site manager (collectively, the “Lot 7 Affordable Housing Units”).

N. On April 21, 2021, pursuant to authority provided by Section 9 of the Development Agreement, the City, Developer, and Eden Mill District, LP, a California limited partnership (“Eden”), entered into a Partial Assignment and Assumption of Development Agreement and Estoppel Agreement, recorded in the Official Records on April 22, 2021 as Instrument No. 2021049721, to authorize (i) the transfer of fee title to Lot 7 of the Final Map from Developer to Eden, (ii) the assignment of Developer’s interests, rights, duties and obligations applicable to development of the Lot 7 Affordable Housing Units under the Development Agreement to Eden, inclusive of the Affordable Housing Agreement, and (iii) Eden’s assumption of such interests, rights, duties and obligations applicable to development of the Lot 7 Affordable Housing Units under the Development Agreement from Developer, inclusive of the Affordable Housing Agreement.

O. On May 17, 2022, pursuant to authority provided by Section 6.3 of the Development Agreement, the Parties entered into a Third Administrative Project Amendment to Development Agreement, as evidenced by the Memorandum of Third Administrative Project Amendment to Development Agreement, of even date therewith and recorded in the Official Records of Sonoma County on May 23, 2022 as Instrument No. 2022036175 ("Third Amendment"), to approve a minor amendment to MCUP Condition No. 1 modifying the number of market rate units allowed on Lot 6 from 26 to 15 (CUP 2017-12.03), a minor amendment to the note on Sheet 4 of the Tentative Map, and addition of Map Condition No. 20.

P. On June 28, 2022, the Planning Commission adopted Resolution No. 2022-09 approving design review (DR 2022-06) and conditional use (CUP 2022-03) applications for a Residential Amenity within a two-story, approximately 9,700 square foot building on Lot 1 of the Final Map.

Q. Subsequent to the expiration of DR 2019-24 applicable to the Park, the Planning Commission adopted Resolution No. 2023-02 on February 14, 2023, approving a new design review (DR 2022-22) application for the development of the 0.78 acre Park on a portion of Lot 5 of the Final Map. Notably, the design of the Park incorporates storm water treatment measures for the benefit of development of Project improvements on Lots 4, 5 and 6, triggering the requirement to pay an in-lieu fee of $261,780.00, as provided by Section 4.2 (c) of the Development Agreement, which amount is currently due but not yet payable (the “Storm Water Treatment Park Use In-Lieu Fee”).

R. On April 10, 2023, the City issued a Certificate of Occupancy to Eden with respect to the completion of construction of the Lot 7 Affordable Housing Units.

S. On September 12, 2023, the Planning Commission adopted Resolution No. 2023- 21 approving design review (DR 0018-2023) and variance (V 0001-2023) applications for the development of twelve (12) Market Rate Units and a 1,500 square foot commercial building on Lot 6 of the Final Map; the twelve (12) Market Rate Units approved for development by the

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Planning Commission on Lot 6 of the Final Map was decreased from the fifteen (15) units approved and noted on the Permitted Use Table pursuant to the Third Amendment.

T. Accordingly, as of the date of this Fourth Amendment, the obligation of Developer, as assigned to Eden, to construct forty (40) Affordable Housing Units on Lot 7 has been completed and approved for occupancy; likewise, one (1) of the thirty (30) required Middle Income Units has been completed and approved for occupancy on Lot 7; forty-three (43) Market Rate Units have been completed and approved for occupancy on Lot 4; and twelve (12) Market Rate Units have been approved for development on Lot 6 of the Final Map.

U. Therefore, twenty-nine (29) Middle Income Units, inclusive of no less than eight (8) Affordable-by-Design Units, and eighty-three (83) Market Rate Units, for a total of 112 housing units, are yet to be developed or approved for development on remaining Lots 2, 3, and 5 of the Final Map. Furthermore, as provided in Section 5.2 (d)(x) of the Development Agreement, two (2) of the eight (8) Affordable-by-Design Units are required to be constructed and available for sale no later than December 31, 2024, which Developer will not be able to satisfy.

V. To advance the development of the Project, the following revisions to the Project and Project Approvals are proposed:

1. As noted in Recital P above, Developer originally anticipated and secured design review approval for the development of the Residential Amenity on Lot 1 of the Final Map. Developer is now proposing to relocate the Residential Amenity to Lot 5 of the Final Map, the proposed design of which will encroach into the Park Easement and, if said encroachment is approved by City, trigger the payment of an additional in-lieu fee of approximately $91,500.00 as provided by Section 4.2 (c) of the Development Agreement (the “Residential Amenity Park Use In Lieu Fee” and collectively with the Stormwater Treatment Park Use In Lieu Fee the “Park Use In Lieu Fee”);

2. To accommodate the Residential Amenity on Lot 5, Developer is proposing to relocate all thirteen (13) Middle Income Units originally approved for development on Lot 5 of the Final Map, to Lot 3 of the Final Map. As a result, Developer is proposing that all twenty-nine (29) Middle Income Units along with twenty-one (21) Market Rate Units, for a total of fifty (50) residential units, be developed on Lot 3 of the Final Map; furthermore, the eight (8) for-sale Affordableby-Design Units would be replaced with eight (8) for-sale Middle Income Units and thus the provisions of Section 5.2 (d) of the Development Agreement applicable to Affordable-by-Design Units would no longer be relevant or necessary. Finally, sixty-two (62) Market Rate Units would be developed on Lot 2 of the Final Map;

3. Section 3.3 (c) of the Development Agreement provides that at least fourteen (14) Middle Income Units must have received a certificate of occupancy or final inspection before City will issue a certificate of occupancy or final inspection for the ninety-seventh (97th) Market Rate Unit. As noted in Recital T above, a total of fifty-five (55) Market Rate Units has either been completed or approved for development. Accordingly, if all sixty-two (62) Market Rate Units

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were approved for development on Lot 2 in advance of the development of the twenty-nine (29) Middle Income Units and twenty-one (21) Market Rate Units on Lot 3, one hundred seventeen (117) Market Rate Units would potentially receive a certificate of occupancy or final inspection before fourteen (14) Middle Income Units have received a certificate of occupancy or final inspection contrary to the requirements of Section 3.3 (c) of the Development Agreement;

4. To ensure the development of the twenty-nine (29) Middle Income Units on Lot 3, the Parties have agreed to require (i) the design review for all twenty-nine (29) Middle Income Units on Lot 3 to be prepared and approved by the City and the building permit for construction of all twenty-nine (29) Middle Income Units on Lot 3 must be issued, all required fees must have been paid, prior to or concurrently with the issuance of a building permit for the development of any portion of the sixty-two (62) Market Rate Units on Lot 2, and (ii) the construction of all twenty-nine (29) Middle Income Units on Lot 3 must be completed and permitted for use and occupancy and available for sale or lease to Middle Income Households prior to or concurrently with the issuance of a permit for use and occupancy of the first Market Rate Unit on Lot 2 (the “Lot 3 Development Condition”). The Parties acknowledge that to account for revisions outlined in Recitals V.1, V.2, V.3, and V.4, the Middle Income Housing Agreement must be amended and restated as provided in the form attached hereto as Exhibit C (“Amended And Restated Middle Income Housing Regulatory Agreement”);

5. The Final Map for Lot 5 included an approximately 3,450 square foot condominium module fronting Healdsburg Avenue for future development of commercial space. The modification of the Park design to accommodate storm water treatment requirements of the Project, described in Recital Q above, and the encroachment of the Residential Amenity building into the Park Easement, described in Recital V.1 above, serve to diminish the amount of useable park space.

Accordingly, in order to ensure the development of a viable Park on Lot 5, the Parties have agreed that in exchange for City’s waiver and release of Developer’s obligation to pay the in-lieu fees identified in Recital Q and Recital V.1 above, Developer will prepare and process a new parcel map for Lot 5 to remove the 3,450 square foot condominium module fronting Healdsburg Avenue, add the 3,450 square feet to the 0.78 acre Park, for a total of 37,427 square feet or 0.86 acre Park, and amend and restate the Park Easement Agreement as provided in the form attached hereto as Exhibit D (“Amended And Restated Publicly Accessible Private Open Space Easement Agreement”);

6. The Final Map for Lot 1, as well as the MCUP and Permitted Use Table for Lot 1, allows for a 53-room hotel (i.e. visitor lodging use) and 8,500 square feet of floor area for commercial uses such as retail, restaurant, bar, and a spa. The Developer has proposed to modify the 53-room hotel to retain 41 rooms as visitor lodging use and allow 12 rooms to be separate condominium units sold as investments for personal use by their owners to the exclusion of the general public for a portion of the time and otherwise made available to the operator of the 41-room hotel for rental to the general public as a visitor lodging use (“Hotel

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Investment Suite”). The City’s Land Use Code, Title 20 of the Healdsburg Municipal Code, does not contain a use classification that allows for a Hotel Investment Suite use. Nevertheless, Chapter 20.28, Article II Determination of Unspecified Uses, of the Healdsburg Municipal Code, provides that the zoning administrator (Community Development Director) may, subject to review by or appeal to the Planning Commission, determine that the nature and characteristics of the proposed “hotel investment suite” use is similar to a “visitor lodging” use and thereby allow for the “hotel investment suite” use as a conditionally permitted use in the Mixed Use District. The zoning administrator has determined, subject to review by the Planning Commission, that a Hotel Investment Suite use as defined in Exhibit E attached hereto (“Definition of Hotel Investment Suite”), is similar to a visitor lodging use and thus may be allowed as a conditionally permitted use in the Mixed Use District. As outlined in the Definition of Hotel Investment Suite, in order to ensure a hotel investment suite use functions similarly to a visitor lodging use, Developer will be required to execute and acknowledge an Agreement for Payment-In-Lieu of Transient Occupancy Tax (“PILOT Agreement”), in the form attached as Attachment 1 to Exhibit E, with the City and cause the PILOT Agreement to be recorded in the official records of the Sonoma County Recorder’s Office against the legal parcel comprising the visitor lodging use; this obligation of Developer will be reflected in a new Section 5.8 to the Development Agreement.

7. Section 5.4 (b) of the Development Agreement provides for the payment by Developer of $1,300,000 of “Connectivity Funds” to be used by City for the design, development and construction of projects within the CHAP Area that improve pedestrian and bicycle connectivity. Said Connectivity Funds are to be paid in two (2) installments as further set forth in subsections (i) and (ii) of said Section 5.4 (b). Without modifying the total amount of Connectivity Funds to be paid, the Developer desires to modify the number of installment payments to three (3). Accordingly, the Developer desires to amend Section 5.4 (b) of the Development Agreement.

W. In order to implement the revisions to the Project as outlined in Recital V above, the Parties have identified the need for the Healdsburg Planning Commission (“Planning Commission”) and Healdsburg City Council (“City Council”) to approve the following actions:
• amend the MCUP to identify a Hotel Investment Suite use, as defined in Exhibit E to this Fourth Amendment, as an allowable use on Lot 1 of the Project; • amend and restate the Permitted Use Table within the MCUP Conditions to allow: (a) a forty-one (41) room visitor lodging use combined with twelve (12) Hotel Investment Suites, along with up to 8,500 square feet of floor area on Lot 1 for commercial uses such as a restaurant, bar, retail, and a spa; (b) sixty-two (62) market rate for-sale residential units on Lot 2; (c) fifty (50) residential units on Lot 3, comprised of twenty-one (21) market rate for-sale residential units and twenty-nine (29) Middle Income residential units (eight (8) of which shall and up to sixteen (16) of which can be for-sale units), subject to the Lot 3 Development Condition outlined in Recital V above; and (d) an up to 9,500 square foot residential amenity building and outdoor pool facility, including up to 2,500 square feet of commercial space, and no less than 37,427 square feet or 0.86-acre privately owned and publicly accessible park on Lot 5

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(“Amended and Restated Permitted Use Table”);
• process new tentative and final maps for Lots 1, 2, 3 and 5 to be consistent with the Amended and Restated Permitted Use Table as follows: (a) fifteen (15) condominium parcels on Lot 1 (1 parcel for 41-room visitor lodging use; 12 parcels for hotel investment suite use; 1 parcel for 8,500 square foot commercial space; 1 parcel for Lot 1 common area); (b) sixty-three (63) condominium parcels on Lot 2 (62 parcels for market rate for-sale residential units; 1 parcel for Lot 2 common area); (c) up to thirty-nine (39) condominium parcels on Lot 3 (21 parcels for market rate for-sale residential units; 1 parcel for a minimum of thirteen (13) Middle Income multi-family residential rental units and up to sixteen (16) parcels for Middle Income for-sale residential units (collectively, the “Middle Income Parcels”); 1 parcel for Lot 3 common area); and (d) four (4) condominium parcels on Lot 5 (1 parcel for residential amenity building and outdoor pool facility; 2 parcels for up to 2,500 square feet of commercial space, combined; 1 parcel for 37,427 square foot or 0.86-acre park/open space (the “Park Parcel”)); and • approve this Fourth Amendment to: (i) amend Recital D regarding description of the Project to incorporate the Hotel Investment Suite use; (ii) amend Section 1 Definitions to eliminate definition of “Affordable-by-Design Housing Units” and add definition for “Hotel Investment Suite”; (iii) amend Section 3.1 Vested Rights and 3.5 Life of Project Approvals as it relates to the approval of the Hotel Investment Suite use on Lot 1 to be limited to a period of five (5) years from the date of approval of the Fourth Amendment; (iv) amend Section 3.3 Development Timing (c), (d) and (e) to address the Lot 3 Development Condition; (v) amend Section 4.2 (c) regarding Quimby Act Fees; (vi) amend Section 5.2 Middle Income Housing; (vii) amend Section 5.4 (b) regarding Connectivity Fees; and (viii) add Section 5.8 regarding Developer’s obligation for the PILOT Agreement (collectively, the “Mill District Project Amendments”).

X. As outlined in Recital C above, in 2019, the Project was evaluated for consistency with the CHAP EIR as part of the City’s review and approval of the Project Approvals and the City prepared a Certificate of Determination that documents the City’s review of the Project in accordance with CEQA and identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Project’s CEQA compliance: (i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183; (ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and (iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District Project CEQA Determination”).

Y. The Mill District Project CEQA Determination continues to provide a basis for the Mill District Project Amendments’ CEQA compliance and the preparation of a subsequent EIR or supplemental EIR pursuant to CEQA Guidelines Section 15162 or 15163, respectively, is not required. The changes proposed by the Mill District Project Amendments will not result in the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. Further, the circumstances under which the changes proposed by the Mill District Project Amendments are undertaken will not result in the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. Finally, there is no new information of substantial importance that was not known and could not have been known with the exercise of reasonable diligence at the time of adoption of the Mill District Project CEQA Determination, that shows

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(a) the Mill District Project Amendments will have one or more significant effects not discussed in the Mill District Project CEQA Determination, (b) significant effects previously examined will be substantially more severe that shown in the Mill District Project CEQA Determination, (c) mitigation measures found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the Mill District Project Amendments, but the Applicant declines to adopt the mitigation measure or alternative, or (d) mitigation measures or alternatives that are considerably different from those analyzed in the Mill District Project CEQA Determination would substantially reduce one or more significant effects on the environment, but the Applicant declines to adopt the mitigation measure or alternative.

Z. On August 13, 2024, after conducting public hearings as required by law, the Planning Commission took the following actions:
(i) adopted Resolution No. 2024-___ recommending that the City Council adopt an ordinance approving this Fourth Amendment;
(ii) adopted Resolution No. 2024-______approving an amendment to the MCUP (CUP 2017-12.04) to identify Hotel Investment Suite use as an allowable use on Lot 1 and approving the Amended and Restated Permitted Use Table as applicable to Lot 1, Lot 2, Lot 3, and Lot 5, subject to City Council approval of this Fourth Amendment; (iii) adopted Resolution No. 2024-____ recommending that the City Council approve tentative subdivision map for Lot 2 (SBDV-0004-2024) in a manner consistent with the Amended and Restated Permitted Use Table, subject to City Council approval of this Fourth Amendment; and
(iv) adopted Resolution No. 2024-____ recommending that the City Council approve tentative subdivision map for Lot 3 (SBDV-0005-2024) in a manner consistent with the Amended and Restated Permitted Use Table, subject to City Council approval of this Fourth Amendment.

AA. On August 27, 2024, after conducting public hearings as required by law, the Planning Commission took the following actions:
(i) adopted Resolution No. 2024-____ recommending that the City Council approve tentative subdivision map for Lot 1 (SBDV-0003-2024) in a manner consistent with the Amended and Restated Permitted Use Table, subject to City Council approval of this Fourth Amendment;
(ii) adopted Resolution No. 2024-____ approving design review (DR-0005-2024), variance (VAR-0001-2024), and conditional use permit (CUP-0005-2024) applications for Lot 1 in a manner consistent with the Amended and Restated Permitted Use Table, subject to City Council approval of this Fourth Amendment;
(iii) adopted Resolution No. 2024-____ approving tentative subdivision map for Lot 5 (SBDV-0002-2024) in a manner consistent with the Amended and Restated Permitted Use Table, subject to City Council approval of this Fourth Amendment; and (iv) adopted Resolution No. 2024-____ approving design review (DR-0004-2024) and conditional use permit (CUP-0004-2024) applications for Lot 5 in a manner consistent with the Amended and Restated Permitted Use Table, subject to City Council approval of this Fourth Amendment.

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BB. On September 16, 2024, after conducting public hearings as required by law, the City Council took the following actions:
(i) approved first reading of Ordinance No. _____ approving this Fourth Amendment;
(ii) adopted Resolution No. 2024-____ approving tentative subdivision map for Lot 1 (SBDV-0003-2024) in a manner consistent with the Amended and Restated Permitted Use Table, subject to City Council approval of this Fourth Amendment; (iii) adopted Resolution No. 2024-____ approving tentative subdivision map for Lot 2 (SBDV-0004-2024) in a manner consistent with the Amended and Restated Permitted Use Table, subject to City Council approval of this Fourth Amendment; and (iv) adopted Resolution No. 2024-____ approving tentative subdivision map for Lot 3 (SBDV-0005-2024) in a manner consistent with the Amended and Restated Permitted Use Table, subject to City Council approval of this Fourth Amendment.

CC. On October 7, 2024, the City Council approved and adopted Ordinance No.____ approving this Fourth Amendment, which shall become effective on November 6, 2024 (“Effective Date”).

Now, therefore, the City and Developer, for valuable consideration the receipt of which is hereby acknowledged, agree as follows:

1. This Fourth Amendment constitutes a Major Agreement Amendment to the Development Agreement for the Project in accordance with Section 6.4 (b) of the Development Agreement. Accordingly, as set forth in the Recitals which are incorporated herein as if set forth in full, this Fourth Amendment has been noticed and considered at public hearings before the Planning Commission and City Council in accordance with Applicable Law.

2. Recital D of the Development Agreement is hereby amended and restated in its entirety as follows, with added language underlined and deleted language noted by strikethrough:

D. Developer proposes to develop, and the Parties desire to provide for the development of, a project that includes the following elements, all as shown on Exhibit B, attached hereto and incorporated herein by this reference (collectively, the “Project”):
(i) A fifty-three (53) room visitor lodging use, of which twelve (12) rooms may be for-sale hotel investment suites hotel containing approximately 53 guest rooms; (ii) Up to 208 residential apartments and condominiums (“Residential Units”) as follows:
(a) Not more than one hundred thirty-eight (138) multi-family condominium units to be sold at unrestricted prices (the “Market Rate Housing”);
(b) Thirty (30) deed-restricted multi-family residential units for occupancy by persons whose household income is between 120% and 160% of

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area median income (the “Middle Income Households”). A minimum of fourteen (14), and up to a maximum of twenty-two (22), of such deed-restricted units shall be made available as rental units affordable to Middle Income Households (together, the “Rental Middle Income Housing Units”). A minimum of eight (8) and Developer in its sole discretion may make up to a maximum of sixteen (16) of eight (8) such deed-restricted units shall be made available for sale at a restricted price to Middle Income Households (together, the “Ownership Middle Income Housing Units”). In addition, Developer shall construct no less than eight (8) deed-restricted units available for sale at a restricted price to Middle Income Households (the "Affordable-by-Design Housing Units");
(c) Forty (40) deed-restricted, multi-family residential rental units for occupancy by Lower Income Households (the “Affordable Housing Units”), twenty-four (24) of which shall be for occupancy by Very Low Income Households;
(iii) Approximately fifteen thousand (15,000) square feet of commercial space in multiple buildings throughout the Project site, including approximately 1,500 square feet of commercial space that will provide an occupancy preference to an existing local business or a new business that is locally owned; and
(iv) A variety of amenities, including (a) privately owned and maintained open space in the center of the Property of no less than 37,427 square feet or 0.86-acre for public use and enjoyment, (b) public plaza spaces, (c) a community garden, and (d) bicycle racks and shared vehicle charging stations.

3. Section 1 Definitions of the Development Agreement is hereby amended to (i) eliminate the definition for “Affordable-by-Design Housing Units” and (ii) add a definition for “Hotel Investment Suite” as follows:
“Hotel Investment Suite” shall have the meaning set forth in Exhibit E to the Fourth Amendment.

4. Section 3.1 Vested Rights of the Development Agreement is hereby amended in its entirety as follows, with added language underlined and deleted language noted by strikethrough:

3.1 Vested Rights. The Property is hereby made subject to the provisions of this Agreement. Developer shall have the vested right to develop the Property and the Project in accordance with and subject to the Existing Project Approvals, the Subsequent Project Approvals, Applicable Law and this Agreement, which shall control the permitted uses, density and intensity of use of the Property, the maximum height and size of buildings on the Property, building setbacks, and provisions for reservation or dedication of land for public purposes.

During the term of this Agreement, Eexcept as and to the extent required by state or federal law, and subject to the provisions of this Agreement, City shall not impose on the Property any New City Law that has any of the following effects on the rights provided by the Project Approvals and Applicable Law:

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(a) Changes any land use designation or permitted use of the Property from that shown in the Project Approvals; or
(b) Limits or controls the rate, timing, phasing or sequencing of the approval, development, or construction of all or any part of the Property except as set forth in Applicable Law; or
(c) Limits or restricts any right specifically granted by the Project Approvals, including but not limited to permitted uses and density and intensity of use and maximum height, size, or number of buildings or materially changes the Project site plan; or (d) Imposes any requirements for reservation or dedication of land for public purposes except as set forth in Applicable Law.

The foregoing notwithstanding, if Developer has not secured all required Subsequent Approvals and commenced substantial construction of the visitor lodging and hotel investment suite use on Lot 1 within five (5) years of the Effective Date of the Fourth Amendment, the Project Approvals authorized by CUP 2017-12.04 as applicable to Lot 1, and DR-0005-2024, VAR0001-2024, CUP-0005-2024, and SBDV-0003-2024 for Lot 1 shall expire and be of no further force or effect, and any condominium plan filed by Developer in reliance on SBDV-0003-2024 shall be revoked in accordance with Civil Code section 4295 within ninety (90) calendar days thereafter.

5. Section 3.3 Development Timing, subsections (c), (d), and (e) of the Development Agreement is hereby amended in its entirety as follows, with added language underlined and deleted language noted by strikethrough:
(c) Design review for all twenty-nine (29) Middle Income Units on Lot 3 shall be prepared and approved by the City and the building permit for construction of all twenty-nine (29) Middle Income Units on Lot 3 must be issued and all required fees must have been paid by Developer, before or concurrently with the issuance of a building permit for the development and construction of any portion of the sixty-two (62) Market Rate Units on Lot 2 At least fourteen (14) Middle Income Housing units must have received a certificate of occupancy or final inspection before City will issue a certificate of occupancy or final inspection for the ninety-seventh (97th) Market Rate Housing unit. (d) The construction of all twenty-nine (29) Middle Income Units on Lot 3 must be completed and permitted for use and occupancy and available for sale or lease to Middle Income Households before or concurrently with the City’s issuance of a certificate of occupancy for the first Market Rate Unit on Lot 2. All twenty two (22) Middle Income Housing Units must have received a certificate of occupancy or final inspection before City will issue a certificate of occupancy or final inspection for the final Market Rate Housing unit in the Project’s last phase. (e) The Existing Project Approvals (including but not limited to the Permitted Use Table included in the conditions of approval for Conditional Use Permit CUP 2017-12) permit a range of units that may be developed on individual legal parcels within the Project to accommodate physical site constraints, market demand, and availability of GMO Allocations or building permits under the Growth Management Ordinance. The Parties agree and acknowledge

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that Developer, in its sole discretion, may decide how many dwelling units to build on each parcel and when to build such units within the Existing Project Approval’s permitted range, within the parameters of the Permitted Use Table.

6. Section 3.5 Life of Project Approvals of the Development Agreement is hereby amended in its entirety as follows, with added language underlined and deleted language noted by strikethrough:

3.5 Life of Project Approvals. The term of any and all Project Approvals shall automatically be extended for the longer of the Term or the term otherwise applicable to such Project Approvals. Without limiting the generality of the foregoing, pursuant to the Subdivision Map Act, any vesting or tentative maps heretofore or hereafter approved in connection with development of the Project or the Property, shall be extended for the Term (and may be subject to other extensions provided under the Subdivision Map Act). Notwithstanding the foregoing, however:
(a) The number of years that each GMO Allocation awarded to Developer for the Project is valid shall be governed by the GMO Policies and Procedures in effect on the Effective Date of this Agreement, unless approved by the City and Developer, or otherwise specifically extended by the terms of this Agreement; and (b) The Final Subdivision Map shall be filed within two (2) years after the approval of Tentative Map TM 2017-01, unless otherwise extended pursuant to the Existing Project Approvals, or state or local law; and
(c) The term, expiration, and extension of all Building Permits shall be governed by the Healdsburg Municipal Code; and
(d) If Developer has not secured all required Subsequent Approvals and commenced substantial construction of the visitor lodging and hotel investment suite use on Lot 1 within five (5) years of the Effective Date of the Fourth Amendment, the Project Approvals authorized by CUP 2017-12.04 as applicable to Lot 1, and DR-0005-2024, VAR-0001-2024, CUP-0005-2024, and SBDV-0003-2024 for Lot 1 shall expire and be of no further force or effect, and any condominium plan filed by Developer in reliance on SBDV-0003-2024 shall be revoked in accordance with Civil Code section 4295 within ninety (90) calendar days thereafter.

7. Section 4.2 (c) Quimby Act Fees of the Development Agreement is hereby amended in its entirety as follows, with added language underlined and deleted language noted by strikethrough:
(c) Quimby Act Fees
(i) The Parties have determined that the Quimby Act Fee for the entire Project, after deduction of the Credit, shall be $2,500,000. This fee shall be divided by 208 to result in a “per unit” fee, which shall be payable at the time of issuance of the first building permit for each parcel for all residential units on that parcel. The foregoing notwithstanding, upon issuance of the first building permit for Lot 7 of Tract Map No. 2017-01 (“Lot 7”), the sum total of the “per unit” fee for each of the forty (40) Affordable Housing Units and one (1) Middle Income Unit to

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be constructed on Lot 7 of $492,788.46 shall be deferred until issuance of a certificate of occupancy for the residential development on Lot 7.
(ii) In the event that the final design of the Park is smaller than 0.78 acres, Developer shall pay to the City as an in-lieu fee an amount equal to (i) the difference in square feet between 0.78 acres and the size of Park as finally designed, multiplied by (ii) Sixty Dollars ($60.00). If, at any point, Developer is required to use any portion of the Park to comply with any building or zoning open space requirements or other obligations of the Project, Developer shall pay to the City as an in-lieu fee an amount equal to (x) the square footage of the Park that is required to comply with such building or zoning open space requirements, multiplied by (y) Sixty Dollars ($60.00). Any in-lieu fee payable pursuant to this Section 4.2(c)(ii) shall be payable at the time of issuance of the first building permit of the next parcel to be developed.

Following the approval of the Fourth Amendment, Developer shall have no right to use any portion of the Park to comply with any building or zoning open space requirements or other obligations of the Project, other than the stormwater treatment measures that benefit Project improvements on Lots 4, 5, and 6 and which have been previously approved by the City and the Residential Amenity encroachment reflected in CUP 2017-12.04 as applicable to Lot 5, and CUP-0004-2024, DR-0004-2024, and SBDV-0002-2024 for Lot 5. (iii) City hereby waives and releases Developer from any liability or obligation to pay the Park Use In-Lieu Fee in consideration for the revisions to Project Approvals for Lot 5 as reflected in CUP 2017-12.04 as applicable to Lot 5, and CUP-0004-2024, DR-0004-2024, and SBDV-0002-2024 for Lot 5 to remove the 3,450 square foot condominium module fronting Healdsburg Avenue, add the 3,450 square feet to the 0.78 acre Park, for a total of 37,427 square feet or 0.86 acre Park, and amend and restate the Park Easement Agreement as provided in the form attached hereto as Exhibit D (the “Amended And Restated Publicly Accessible Private Open Space Easement Agreement”), to be recorded concurrently or as soon thereafter as possible with the filing of the Final Map applicable to SBDV-0002-2024 for Lot 5 as against the Park Parcel.

8. Section 5.2 Middle Income Housing of the Development Agreement is hereby amended in its entirety as follows, with added language underlined and deleted language noted by strikethrough:

5.2 Middle Income Housing.
(a) A total of thirty (30) residential units will be made available at an affordable rent or sales price, adjusted for household size, to Middle Income Households. One (1) Rental Middle Income Housing Unit will be made available for occupancy by a Middle Income Household serving as the site manager for the Affordable Housing Units developed on Lot 7 and twenty-nine (29) residential units will be made available at an affordable rent or sales price, adjusted for household size, to Middle Income Households on Lot 3. The residential units for Middle Income Households shall consist of unit types that range from studios to three bedrooms per unit, with the final unit mix to be developed on Lot 3 to be determined based on a market needs assessment conducted by the Developer and reviewed and approved by City in its reasonable discretion prior to Developer submitting its application for major design review for the Middle Income Units on Lot 3Project phase that includes Middle Income Housing. The

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application for major design review for Lot 3 each Project structure that includes Middle Income Housing shall stipulate the number and location of Middle Income Housing units that will be included as part of each such structure on Lot 3, and shall state whether such Middle Income Housing units will be deed-restricted for rent units, or deed-restricted for sale units, or Affordable-by-Design Housing Units, as set forth in subdivisions 5.2(b), and 5.2(c), and 5.2(d), below.
(b) A minimum of fourteen (14) deed-restricted Rental Middle Income Housing Units, and up to a maximum of all twenty-two (22) deed-restricted Middle Income Housing Units, will be made available for rent to Middle Income Households. The Rental Middle Income Housing Units shall be subject to the following restrictions:
(i) All Rental Middle Income Housing Units shall be rented at an affordable price to Middle Income Households for a period of fifty-five (55) years. For purposes of this Agreement, “an affordable price to Middle Income Households” shall mean a monthly rent that does not exceed one-twelfth of thirty-three percent (33%) of one hundred sixty percent (160%) of the area median income and adjusted for household size. (ii) All Rental Middle Income Housing Units shall include interior finishes and features that are durable, of good quality, and consistent with contemporary standards for new housing.
(iii) The Rental Middle Income Housing Units must contain air conditioning, dishwashers, refrigerators, garbage disposals, cooking facilities, and either in-unit laundry facilities or access to common area laundry facilities, in the Developer’s sole discretion. (iv) Applicants must be income certified as a Middle Income Household to qualify to rent a Rental Middle Income Housing Unit, and Rental Middle Income Housing Unit residents shall be required to re-certify their household income no more often than once every three (3) years.
(v) In order to ensure that there is an adequate supply of affordable housing within the City of Healdsburg for residents and employees of businesses within the City, to the extent permitted by law, within the pool of eligible applicants, first priority will be given to qualified households with members who live or work in the city limits of Healdsburg. If there are no qualified Middle Income Households who meet these criteria, second priority shall be granted to qualified households with members who live or work in unincorporated Healdsburg, but within the 95448 zip code. If there are no qualified Middle Income Households who meet these criteria, third priority shall be granted to qualified households with members who live or work in Windsor, Geyserville, or Cloverdale or within the unincorporated Windsor, Geyserville and Cloverdale boundaries, but within the 95492, 95441, or 95425 zip codes, respectively. If there are no qualified Middle Income Households who meet these criteria, fourth priority shall be granted to qualified households with members who have previously lived in Healdsburg (within City limits and within the unincorporated 95448 zip code), as determined by prior enrollment in Healdsburg public or private schools, or a previously active utility account with the City of Healdsburg. In the event there are fewer applicants for the Rental Middle Income Housing Units that meet the criteria specified in this paragraph than there are available Rental

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Middle Income Housing Units, such units shall be made available to members of the general public who are qualified Middle Income Households.
(vi) The above requirements shall be memorialized in an amended and restated regulatory agreement between the Parties, in the form attached as Exhibit C to the Fourth Amendment (the “Amended And Restated Middle Income Housing Regulatory Agreement”), to be recorded concurrently or as soon thereafter as possible with the filing of the Final Map applicable to SBDV-0005-2024 for Lot 3 as against the Middle Income Parcels. The Amended And Restated Middle Income Housing Regulatory Agreement regulatory agreement shall meet any applicable requirements of the GMO Policies and Procedures as may be amended, or new GMO policies and procedures that may be adopted, by the City Council specifically for rental Middle Income Housing Units that do not otherwise conflict with the terms of this Agreement.
(c) A minimum of eight (8) and Developer may, in its sole discretion, make up to a maximum of sixteen (16) eight (8) deed-restricted Middle Income Housing units on Lot 3 will be made available for sale to Middle Income Households at a price determined by the Developer that is at or below an Affordable Housing Cost for the homebuyer (the “Maximum Restricted Sales Price”). Any such Ownership Middle Income Housing Units that are sold shall be subject to the following restrictions:
(i) For each Middle Income Housing unit that is designated as an Ownership Middle Income Housing Unit, a GMO Allocation shall be a prerequisite to construction of such unit if required by the Growth Management Ordinance and the GMO Policies and Procedures.
(ii) Prior to commencement of construction of any building in which Ownership Middle Income Housing Units are proposed to be located, Developer shall record a covenant for each such Ownership Middle Income Housing Unit, reviewed and approved by the City, that restricts each future sale of such unit to income-eligible Middle Income Households at the Maximum Restricted Sales Price for a period of forty-five (45) years after the sale (the “Sale Price Restriction”), except as otherwise contemplated pursuant to subdivision (iii) below. (iii) For the initial sale of any such Ownership Middle Income Housing Unit and, except as provided below, all future sales of those units, if an escrow for a Middle Income Household to purchase said unit at or below the Maximum Restricted Sales Price is not opened within ninety (90) days after the unit is first made available for sale, City or its designee shall have a right of first refusal to purchase any such unit(s) at the Maximum Restricted Sales Price, adjusted for assumed household size based on the number of bedrooms in the unit. If City or its designee declines to exercise its right to purchase any such unit within an additional ninety (90) days from the time City is notified that it has the right to purchase that unit, any such unit(s) may be sold at an unrestricted market price without any continuing Sale Price Restriction.

However, at close of escrow for such unit, the seller shall pay to City the positive difference, if any, between the actual purchase price and the Maximum Restricted Sales Price (“Excess Proceeds”). Following payment of any Excess Proceeds to City, the Ownership Middle Income Housing Unit in question shall be released from any Sale Price Restriction and City’s right of first refusal to purchase shall terminate, and the unit shall no longer be referred to as an “Ownership Middle Income Housing Unit.”

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(iv) All Ownership Middle Income Housing Units shall include interior finishes and features that are durable, of good quality, and consistent with contemporary standards for new housing.
(v) The Ownership Middle Income Units must contain air
conditioning, dishwashers, refrigerators, garbage disposals, cooking facilities, and either in-unit laundry facilities or access to common area laundry facilities, in the Developer’s sole discretion. (vi) Applicants must be income certified as a Middle Income Household to qualify to purchase an Ownership Middle Income Housing Unit and must provide information as may reasonably be required by City in order to verify income levels and eligibility status.
(vii) The owner of each Ownership Middle Income Housing Unit shall meet any requirements reasonably imposed by City in order to ensure that such unit is occupied as the owner’s principal residence.
(viii) In order to ensure that there is an adequate supply of affordable housing within the City of Healdsburg for residents and employees of businesses within the City, to the extent permitted by law, within the pool of eligible applicants, first priority will be given to qualified households with members who live or work in the city limits of Healdsburg. If there are no qualified Middle Income Households who meet these criteria, second priority shall be granted to qualified households with members who live or work in unincorporated Healdsburg, but within the 95448 zip code. If there are no qualified Middle Income Households who meet these criteria, third priority shall be granted to qualified households with members who live or work in Windsor, Geyserville, or Cloverdale or within the unincorporated Windsor, Geyserville and Cloverdale boundaries, but within the 95492, 95441, or 95425 zip codes, respectively. If there are no qualified Middle Income Households who meet these criteria, fourth priority shall be granted to qualified households with members who have previously lived in Healdsburg (within City limits and within the unincorporated 95448 zip code), as determined by prior enrollment in Healdsburg public or private schools, or a previously active utility account with the City of Healdsburg. In the event there are fewer applicants for the Ownership Middle Income Housing Units that meet the criteria specified in this paragraph than there are available Ownership By Design Housing Units, such units shall be made available to members of the general public who are qualified Middle Income Households. (ix) The above requirements and other terms applicable to the Ownership Middle Income Housing Units, City’s right of first refusal, and the payment of any Excess Proceeds to City, shall be memorialized in an amended and restated regulatory agreement between the Parties, in the form attached as Exhibit C to the Fourth Amendment (the “Amended And Restated Middle Income Housing Regulatory Agreement”), to be recorded concurrently or as soon thereafter as possible with the filing of the Final Map applicable to SBDV-0005-2024 for Lot 3 as against the Middle Income Parcels. The Amended And Restated Middle Income Housing Regulatory Agreement shall meet any applicable requirements of the GMO Policies and Procedures as may be amended, or new GMO policies and procedures that may be adopted, by the City Council specifically for Ownership Middle Income Housing Units that do not otherwise conflict with the terms of this Agreement shall be included in a separate

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Ownership Middle Income Housing Agreement, to be executed and recorded prior to the recordation of the Final Subdivision Map.
(d) A minimum of eight (8) Affordable-by-Design Housing Units will be made available for sale to Middle Income Households at the Maximum Restricted Sales Price.

The Affordable-by-Design Housing Units will not exceed 850 square feet, and shall be subject to the following restrictions:
(i) A GMO Allocation shall be a prerequisite to construction of an Affordable-by-Design Housing Unit if required by the Growth Management Ordinance and the GMO Policies and Procedures.
(ii) Prior to commencement of construction of any building in which Affordable-By-Design Housing Units are proposed to be located, Developer shall record a covenant for each such Affordable-By-Design Housing Unit that includes a Sales Price Restriction, except as otherwise contemplated pursuant to subdivision (iii) below. (iii) For the initial sale of any such Affordable-By-Design Middle Income Housing Unit and, except as provided below, all future sales of those units, if an escrow for a Middle Income Household to purchase said unit at or below the Maximum Restricted Sales Price is not opened within ninety (90) days after the unit is first made available for sale, City or its designee shall have a right of first refusal to purchase any such unit(s) at the Maximum Restricted Sales Price, adjusted for assumed household size based on the number of bedrooms in the unit. If City or its designee declines to exercise its right to purchase any such unit within an additional ninety (90) days from the time City is notified that it has the right to purchase that unit, any such unit(s) may be sold at an unrestricted market price without any continuing Sale Price Restriction. However, at close of escrow for such unit, the seller shall pay to City the Excess Proceeds, if any. Following payment of any Excess Proceeds to City, the Affordable-ByDesign Housing Unit in question shall be released from any Sale Price Restriction and City’s right of first refusal to purchase shall terminate, and the unit shall no longer be referred to as an “Affordable-By-Design Housing Unit.”
(iv) All Affordable-by-Design Housing Units shall include interior finishes and features that are durable, of good quality, and consistent with contemporary standards for new housing. The Affordable-by-Design Housing Units shall incorporate water management and sustainability best practices into the units' interiors and appliances. (v) The Affordable-by-Design Housing Units must contain air conditioning, dishwashers, refrigerators, garbage disposals, cooking facilities, and either in-unit laundry facilities or access to common area laundry facilities, in the Developer’s sole discretion. (vi) Applicants must be income certified as a Middle Income Household to qualify to purchase an Affordable-by-Design Housing Unit and must provide information as may reasonably be required by City in order to verify income levels and eligibility status.

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(vii) The owner of each Affordable-by-Design Housing Unit shall meet any requirements reasonably imposed by City in order to ensure that such unit is occupied as the owner’s principal residence.
(viii) In order to ensure that there is an adequate supply of affordable housing within the City of Healdsburg for residents and employees of businesses within the City, to the extent permitted by law, within the pool of eligible applicants, first priority will be given to qualified households with members who live or work in the city limits of Healdsburg. If there are no qualified Middle Income Households who meet these criteria, second priority shall be granted to qualified households with members who live or work in unincorporated north Sonoma County, Windsor, Geyserville, or Cloverdale. In the event there are fewer applicants for the Affordable-by-Design Housing Units that meet the criteria specified in this paragraph than there are available Affordable-by-Design Housing Units, such units shall be made available to members of the general public who are qualified Middle Income Households. (ix) The above requirements and other terms applicable to the Affordable-by-Design Housing Units, City’s right of first refusal, and the payment of any Excess Proceeds to City, shall be included in a separate Affordable-by-Design Housing Agreement, to be executed and recorded prior to the recordation of the Final Subdivision Map. (x) Developer will construct and make available at least two (2) Affordable-by-Design Housing Units in each GMO Cycle beginning with the GMO Cycle that starts on January 1, 2022. Developer, in its sole discretion, may elect to provide more than two (2) Affordable-by-Design Housing Units in a given GMO Cycle.

9. Connectivity Funds.

Section 5.4 (b) of the Development Agreement is hereby amended and restated in its entirety as follows, with added language underlined and deleted language noted by strikethrough:
(b) The Developer shall contribute “Connectivity Funds” in a total amount of One Million Three Hundred Thousand Dollars ($1,300,000) to be used to improve access to and from the future SMART rail station/transit center to the surrounding areas, improving bikeways, and creating an inviting and attractive network of pedestrian routes that includes sidewalks along existing and new streets, off-street pathways and pedestrian connections, particularly (but not necessarily exclusively) within the CHAP Area. Projects that may be funded by the Connectivity Funds include the Foss Creek Trail Connection at Front Street to Memorial Bridge/Railroad Park Renovation, subject to prior to CEQA review of any such proposal. Connectivity Funds shall be payable as follows:
(i) One Four Hundred Fifty Thousand Dollars ($15400,000) to be paid within ten (10) calendar days after the earlier of (A) the selection of a design consultant for the first improvement project to be funded with Connectivity Funds or (B) the issuance of the first building permit for the hotel.

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(ii) Two Hundred Fifty Thousand Dollars ($250,000) to be paid within thirty (30) calendar days after City’s written demand to Developer for said amount. (iii) The balance of Nine Hundred Thousand Dollars ($900,000) to be paid within ten (10) calendar days after City delivers written notice to Developer that it is going out to bid for the first improvement project to be funded with Connectivity Funds.

10. Section 5.8 PILOT Agreement is hereby added to the Development Agreement to read as follows, with added language underlined:

5.8 PILOT Agreement. As reflected in CUP 2017-12.04, the Planning Commission determined that the nature and characteristics of the Hotel Investment Suite use, as defined in Exhibit E attached hereto (“Definition of Hotel Investment Suite”) and subject to the conditions outlined therein, is similar to a “visitor lodging” use and thus may be allowed as a conditionally permitted use in the Mixed Use District. As outlined in the Definition of Hotel Investment Suite, in order to ensure a hotel investment suite use functions similarly to a visitor lodging use, Developer shall execute and acknowledge an Agreement for Payment-In-Lieu of Transient Occupancy Tax (“PILOT Agreement”), in the form attached as Attachment 1 to Exhibit E, with the City and cause the PILOT Agreement, which shall run with the land, to be recorded in the official records of the Sonoma County Recorder’s Office against the legal parcel comprising the visitor lodging use within Lot 1 no later than thirty (30) calendar days following the filing of the Final Subdivision Map applicable to SBDV-0003-2024 for Lot 1 and prior to the issuance of any permit for the construction of any improvement on said legal parcel.

11. Section 10.9 Notices is hereby amended to change the Developer address to read as follows:

Developer: Replay Healdsburg LLC
105B Plaza Street
Healdsburg, CA 95448
Attention: Mike McCone
With a copy to: Replay Healdsburg LLC
c/o CEO of Replay Destinations
745 Thurlow Street, Suite 2150
Vancouver BC V6E 0C5

Goldfarb & Lipman LLP
Attn: Gabrielle Janssens, Esq.
1300 Clay Street, Eleventh Floor
Oakland, CA 94612

12. Interpretation. This Fourth Amendment shall be interpreted to give each of the provisions their plain and fair meaning. The Recitals set forth above are incorporated into this Fourth Amendment. The section headings used herein are solely for convenience and shall not be used to interpret this Fourth Amendment. The Parties acknowledge that this Fourth

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Amendment is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since all have participated in the negotiation and drafting of this Fourth Amendment, this Fourth Amendment shall not be construed as if prepared by one of the Parties, but rather according to its plain and fair meaning as a whole, as if all Parties had prepared it.

13. Integration. This Fourth Amendment contains the entire agreement between the Parties with respect to its subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this Fourth Amendment. This Fourth Amendment shall not be amended or modified except by a written agreement executed by each of the Parties.

14. Inconsistencies. In the event of any conflict or inconsistency between the provisions of this Fourth Amendment, the Development Agreement, the CUP Conditions, or the Map Conditions, the provisions of this Fourth Amendment shall control.

15. Severability. If any term, provision, condition or covenant of this Fourth Amendment or its application to any Party or circumstances shall be held by a court of competent jurisdiction, to any extent, invalid or unenforceable, the remainder of this Fourth Amendment, 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 unless the rights and obligations of the Parties have been materially altered or abridged thereby.

16. Status of Agreement. Except as modified by this Fourth Amendment, the terms and provisions of the Development Agreement, the CUP Conditions, and the Map Conditions shall remain in full force and effect.

17. Counterparts. This Fourth Amendment may be signed in counterparts by the Parties hereto and shall be the binding agreement of the Parties upon execution by each of them of one or more copies hereof.

18. Recording of Memorandum. Concurrent with the execution of this Fourth Amendment, the Parties shall execute, acknowledge and record a Memorandum of Agreement, in the form attached hereto as Exhibit B, in the official records of Sonoma County.

19. Authority. Each of the persons signing this Fourth Amendment hereby represents and warrants that he or she is fully authorized to sign this Fourth Amendment on behalf of the Party for which he or she is signing.

IN WITNESS WHEREOF, the Parties hereto have affixed their signatures to this Fourth Amendment as of the date and year indicated below and effective as of the date and year first above written.

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DEVELOPER:

REPLAY HEALDSBURG, LLC,
a Delaware limited liability company
By: _____________________________
Mike McCone, Vice President
CITY:

CITY OF HEALDSBURG,
a California municipal corporation
By: ____________________________
Jeff Kay, City Manager
ATTEST:

By: ____________________________
Raina Allan, City Clerk
APPROVED AS TO FORM:

By: ____________________________
Samantha Zutler, City Attorney

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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
The real property situated in the City of Healdsburg, County of Sonoma, State of California, described as follows:

Lots 1, 2, 3, 4, 5, and 6 as shown on that certain final map entitled "Final Map of the Mill District," filed December 28, 2020 in Book 817 of Maps at Pages 32-47, Sonoma County Records.

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EXHIBIT B

MEMORANDUM OF AGREEMENT

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Healdsburg
401 Grove
Street
Healdsburg, CA 95448
Attention: Samantha Zutler, Esq.

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §27383 AND

BUILDING HOMES & JOBS TRUST FUND

FEE PER GOVERNMENT CODE
§27388.1(a)(2)(D)
Space above this line for Recorder's use.

MEMORANDUM OF FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT This Memorandum of Fourth Amendment to Development Agreement (“Memorandum of Agreement”), dated for reference purposes as of _________, 2024, is executed by and between the CITY OF HEALDSBURG, a California municipal corporation ("City"), and REPLAY HEALDSBURG, LLC, a Delaware limited liability company ("Developer").

WHEREAS, City and Developer have entered into a Development Agreement (the "Development Agreement"), the effective date of which is May 1, 2019, which was recorded in the Official Records of Sonoma County on July 5, 2019, as Instrument No. 2019046003. The Development Agreement pertains to the development of certain property (the "Property") located in Healdsburg, California, as more particularly described in Attachment A, attached hereto; and
WHEREAS, City and Developer have entered into a First Administrative Agreement Amendment to Development Agreement and First Administrative Project Amendment dated March 31, 2020, as evidenced by that certain Memorandum of First Administrative Agreement Amendment to Development Agreement and First Administrative Project Amendment, dated March 31, 2020, which was recorded in the Official Records of Sonoma County on June 1, 2020, as Instrument No. 2020041463; and
WHEREAS, City and Developer have entered into a Second Administrative Agreement Amendment to Development Agreement dated December 30, 2020, as evidenced by the Memorandum of Second Administrative Agreement Amendment to Development Agreement,

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dated December 30, 2020 and recorded in the Official Records of Sonoma County on December 31, 2020 as Instrument No. 2020126157; and
WHEREAS, City and Developer have entered into a Third Administrative Project Amendment to Development Agreement dated May 17, 2022, as evidenced by the Memorandum of Third Administrative Project Amendment to Development Agreement, dated May 17, 2022 and recorded in the Official Records of Sonoma County on May 23, 2022 as Instrument No. 2022036175; and
WHEREAS, City and Developer have entered into a Fourth Amendment to Development Agreement (the "Fourth Amendment") effective as of November 6, 2024.

1. This Memorandum of Agreement is solely to provide record notice of the Fourth Amendment and in no way modifies the terms, conditions, provisions, and covenants thereof. In the event of any inconsistency between this Memorandum of Agreement and the Fourth Amendment, the Fourth Amendment shall prevail. The foregoing recitals are incorporated by reference as though fully set forth herein. Each exhibit referred to herein is attached hereto and incorporated by reference.

2. The parties hereto agree that this Memorandum of Agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same agreement, binding all of the parties hereto, notwithstanding all of the parties are not signatory to the original or the same counterparts.

IN WITNESS WHEREOF, the Parties hereto have affixed their signatures to this Memorandum of Agreement as of the date and year indicated below and effective as of the date and year first above written.

DEVELOPER:

REPLAY HEALDSBURG, LLC,
a Delaware limited liability company
By: _____________________________
Mike McCone, Vice President
CITY:

CITY OF HEALDSBURG,
a California municipal corporation
By: ____________________________
Jeff Kay, City Manager
ATTEST:

By: ____________________________
Raina Allan, City Clerk
APPROVED AS TO FORM:

By: ____________________________
Samantha Zutler, City Attorney

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ACKNOWLEDGMENT
State of California )
) ss
County of Sonoma )
On ,20__, before me, ___________________________________________, (Name of Notary)
notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Notary Signature)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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ACKNOWLEDGMENT
State of California )
) ss
County of Sonoma )
On ,20__, before me, ___________________________________________, (Name of Notary)
notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Notary Signature)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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ATTACHMENT A

LEGAL DESCRIPTION OF THE PROPERTY
The real property situated in the City of Healdsburg, County of Sonoma, State of California, described as follows:

Lots 1, 2, 3, 4, 5, and 6 as shown on that certain final map entitled "Final Map of the Mill District," filed December 28, 2020 in Book 817 of Maps at Pages 32-47, Sonoma County Records.

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EXHIBIT C

AMENDED AND RESTATED MIDDLE INCOME HOUSING REGULATORY

AGREEMENT
[to be attached]

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EXHIBIT D

AMENDED AND RESTATED PUBLICLY ACCESSIBLE PRIVATE OPEN SPACE

EASEMENT AGREEMENT
[to be attached]

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EXHIBIT E

DEFINITION OF HOTEL INVESTMENT SUITE
[to be attached]

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ATTACHMENT 1 TO EXHIBIT E

PILOT AGREEMENT
[to be attached]

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4863-9678-2029 v7

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: City Manager

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §27383 AND

BUILDING HOMES AND JOBS TRUST

FUND FEE PER GOVERNMENT CODE
§27388.1(a)(2)(D)
Space above this line for Recorder’s use.

AMENDED AND RESTATED MIDDLE INCOME HOUSING REGULATORY

AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS
by and between

THE CITY OF HEALDSBURG
and

REPLAY HEALDSBURG, LLC
(Mill District Project)

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2 AMENDED AND RESTATED MIDDLE INCOME HOUSING REGULATORY

AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS
This Amended and Restated Middle Income Housing Regulatory Agreement and Declaration of Restrictive Covenants (this “Amended Agreement”) is entered into as of ________________, 202__ (the "Effective Date"), by and between the City of Healdsburg, a California municipal corporation (“City”) and Replay Healdsburg, LLC, a Delaware limited liability company (“Developer”). City and Developer are individually referred to herein as a “Party” and collectively as the “Parties.”

R E C I T A L S
A. In 2017, Developer submitted an application to City for the development of a mixed-use project (the “Project”) on approximately 9.59 acres of real property located at 146 and 164 Healdsburg Avenue in the City of Healdsburg, California (the “Development Site”), the final iteration of which included construction of (i) a 53-room hotel, (ii) approximately 15,000 square feet of commercial space, (iii) public improvements and open space, and (iv) up to 208 residential units, broken down by affordability level as follows (a) up to 138 multi-family condominium units, to be sold to persons at “market rate” prices (the “Market Rate Units”);
(b) Thirty (30) multi-family residential units, to be sold or leased to persons whose household income is between 120% and 160% of Area Median Income (the “Middle Income Units”) as follows:
(1) A minimum of fourteen (14), and up to a maximum of twenty-two (22), of such Middle Income Units shall be made available as rental units affordable to Middle Income Households (the “Rental Middle Income Housing Units,” or "Rental Units").
(2) Developer, in its sole discretion, may make up to a maximum of eight (8) of the twenty-two (22) Rental Middle Income Housing Units available for sale, in lieu of rental, to Middle Income Households at a Restricted Sales Price (the “Ownership Middle Income Housing Units”).
(3) Developer shall construct no less than eight (8) deed-restricted units available for sale to Middle Income Households at a Restricted Sales Price that generally equates to a market price as a result of designing the unit smaller, more efficiently and with fewer amenities than afforded to Market Rate Units (the “Affordableby-Design Housing Units”); and (c) 40 multi-family residential units, to be leased to households with very low and low incomes (the “Affordable Units”).

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3 B. On January 8, 2019, the City’s Planning Commission approved Master Conditional Use Permit CUP 2017-12, Historic Demolition Permit MISC 2017-01, and Heritage Tree Removal Permit HT 2017-02 for the Project and recommending that the City Council approve a tentative map and a development agreement for the Project. On March 11, 2019, the City Council approved Tentative Map TM 2017-01 for the Project, and on April 1, 2019, adopted Ordinance No. 1184, approving a Development Agreement for the Project (referred to collectively with the Planning Commission’s January 8, 2019, approvals as the “Project Approvals”).

C. On December 28, 2020, the Final Map of the Mill District was filed and recorded in the Official Records of Sonoma County, California (“Official Records”), in Book 817 of Maps at Pages 32-47 (the “Final Map”), thereby effecting the subdivision of the Development Site into seven (7) lots along with dedication of public rights of way and easements for roads, sidewalks and utilities.

D. One of the Middle Income Units described in subsection (b) of Recital A above is a Rental Middle Income Housing Unit affordable to a Middle Income Household to be used as a manager's unit, which is restricted in that certain Affordable Housing Regulatory Agreement And Declaration Of Restrictive Covenants between Developer and City dated December 30, 2020, and recorded in the Official Records on December 31, 2020, at Instrument No. 2020126155, applicable to the Affordable Units developed on Lot 7 of the Final Map.

E. Accordingly, on December 30, 2020, Developer and City entered into that certain Middle Income Housing Regulatory Agreement And Declaration Of Restrictive Covenants, and recorded in the Official Records on December 31, 2020, at Instrument No. 2020126158, applicable to the remaining twenty-nine (29) of the thirty (30) Middle Income Housing Units (the “Middle Income Housing Agreement”).

F. The Project was expected to be constructed in phases over a period of several years, with the Affordable Units constructed on Lot 7 of the Final Map, while the Market Rate Units and the Middle Income Units would be constructed in various buildings throughout the remainder of the Development Site, more particularly described in the legal description attached hereto as Exhibit A and incorporated herein (the “Development Site”).

G. In 2024, Developer submitted an application to City to amend the Project Approvals and, following public hearings noticed and conducted as required by law, the City took the following actions (collectively, the “Amended Project Approvals”):

1. On August 13, 2024, the Planning Commission approved an amendment to the Master Conditional Use Permit (CUP 2017-12.04), and recommended that the City Council approve tentative maps for the further subdivision of Lot 2 (SBDV-0004-2024) and Lot 3 (SBDV-0005-2024) of the Final Map, and a Fourth Amendment to the Development Agreement for the Project;

2. On August 27, 2024, the Planning Commission recommended that the City Council approve tentative maps for the further subdivision of Lot 1 (SBDV-0003-2024) of the Final Map, approved design review (DR-0005-2024), variance (VAR-0001-2024),

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4 and conditional use permit (CUP-0005-2024) applications for Lot 1 of the Final Map, and approved tentative map (SBDV-0002-2024), design review (DR-0004-2024) and conditional use permit (CUP-0004-2024) applications for Lot 5 of the Final Map;

3. On September 16, 2024, the City Council approved tentative maps for Lot 1 (SBDV-0003-2024), Lot 2 (SBDV-0004-2024), and Lot 3 (SBDV-0005-2024) of the Final Map, and the first reading of an ordinance to approve a Fourth Amendment to the Development Agreement for the Project;

4. On October ___, 2024, the City Council adopted Ordinance No. ______ approving the Fourth Amendment to the Development Agreement (“Fourth Amendment to Development Agreement”) for the Project; and

5. On _________, 202__, the City Council adopted Resolution No. 202__-___ approving the final subdivision map applicable to SBDV-0005-2024 of Lot 3 of the Final Map, thereby creating up to thirty-nine (39) condominium parcels on Lot 3 (21 parcels for market-rate for sale residential units; 1 parcel for a minimum of thirteen (13) Rental Middle Income Housing Units and up to sixteen (16) parcels for Ownership Middle Income Housing Units (collectively, the “Middle Income Parcels”); and 1 parcel for Lot 3 common area).

H. As of the date of the Amended Project Approvals, Developer has caused the construction of forty (40) Affordable Housing Units and one (1) of the thirty (30) Middle Income Units to be completed and approved for occupancy on Lot 7 of the Final Map; forty-three (43) Market Rate Units have been completed and approved for occupancy on Lot 4 of the Final Map; and twelve (12) Market Rate Units have been approved for development on Lot 6 of the Final Map.

I. As a material consideration for the long-term assurances, vested rights, and other City obligations provided by the Fourth Amendment to Development Agreement and as a material inducement to City to enter into the Fourth Amendment to Development Agreement, Developer offered and agreed to provide certain public benefits to the City as specified in the Fourth Amendment to Development Agreement. Developer is providing the Middle Income Units to comply with Section 5.2 of the Fourth Amendment to Development Agreement.

Pursuant to the Fourth Amendment to the Development Agreement, Developer is no longer obligated to provide the eight (8) Affordable By Design Housing Units identified in Recital A(b)(3), above.

J. To ensure the continued affordability of the Middle Income Units for the Term, this Amended Agreement shall be executed and recorded against the Middle Income Parcels created by the final subdivision map applicable to SBDV-0005-2024 of Lot 3 of the Final Map, more particularly described in the legal description attached hereto as Exhibit B and incorporated herein (the “Property”), prior to the recordation of any parcel map or final subdivision map or issuance of building permits for Lot 1, Lot 2, or Lot 6, whichever occurs first.

K. Further, concurrent with the recording of this Amended Agreement in the Official Records, the City and Developer hereby acknowledge and agree that the Middle Income Housing

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5 Agreement shall be released as a lien against the Development Site, more particularly described in the legal description attached hereto as Exhibit A, and the Parties shall execute and record such other documents as may reasonably be required to effectuate the release of the lien of the Middle Income Housing Agreement against the Development Site in the Official Records.

L. The purpose of this Amended Agreement is to restrict the occupancy and rents and/or sales price(s) of twenty-nine (29) Middle Income Unitsfor the benefit of Middle Income Households. The Parties intend the covenants set forth in this Amended Agreement to run with the land and to be binding upon Developer and Developer’s successors and assigns for the full Term of this Amended Agreement.

A G R E E M E N T
NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

1. Definitions. The following terms have the meanings set forth in this Section wherever used in this Amended Agreement or the attached exhibits:
“Adjusted for Family Size Appropriate for the Unit” means, in the absence of pertinent federal statutes applicable to the Project, adjusted for a household of one person in the case of a studio unit, two persons in the case of a one-bedroom unit, three persons in the case of a two-bedroom unit, four persons in the case of a three-bedroom unit, and one additional person for every additional bedroom thereafter.
“Affordable Rent” means the following amount, including a reasonable utility allowance for utilities paid by the Tenant as established by the Sonoma County Community Development Commission, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuel, but not telephone service, Internet, or cable or subscription TV, plus other fees and charges required to be paid by tenants of the Rental Middle Income Housing Units on a non-optional basis other than security deposits: a monthly rent that does not exceed one-twelfth of thirty three percent (33%) of one hundred sixty percent (160%) of AMI, Adjusted for Family Size Appropriate for the Unit.
“Amended Project Approvals” is defined in Recital G.
“Applicable Laws” means all applicable laws, ordinances, statutes, codes, orders, decrees, rules, regulations, official policies, standards and specifications (including any ordinance, resolution, rule, regulation, standard, official policy, condition, or other measure) of the United States, the State of California, the County of Sonoma, City of Healdsburg, or any other political subdivision in which the Project is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over City, Developer, or the Project. “Area Median Income” or “AMI” means the median income for Sonoma County, California, adjusted for the actual number of persons in the applicable household, as determined by HUD pursuant to Section 8 of the United States Housing Act of 1937 and as

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6 published from time to time by HCD in Section 6932 of Title 25 of the California Code of Regulations or successor provision published pursuant to California Health and Safety Code Section 50093(c).
“City” means the City of Healdsburg, a California municipal corporation. “City Documents” means the Fourth Amendment to Development Agreement and this Amended Agreement.
“City’s Authorized Representative” means the City Manager of the City of Healdsburg, or his or her designee.
“Claims” is defined in Section 17.
"Developer” means Replay Healdsburg LLC, a Delaware limited liability company or its transferee, successor, or assignee.
“Development Site” is defined in Recital A more particularly described in the legal description attached hereto as Exhibit A.
"Effective Date" is defined in the opening paragraph of this Amended Agreement. "Excess Proceeds" is defined in Section 8.e.
“Fourth Amendment to Development Agreement” is defined in Recital G.4. “Gross Income” means the combined, gross, pre-tax income of all adult occupants of the applicant household, as calculated under California Code of Regulations, Title 25, Section 6914.
“HCD” means the State of California Department of Housing and Community Development.
“HUD” means the U.S. Department of Housing and Urban Development. “Indemnitees” is defined in Section 17.
“Marketing Plan” or “Plan” is defined in Section 13(f). “Market Rate Unit” means a unit that is not restricted for rent or sale to a particular affordability level.
“Middle Income Household” means a household whose Gross Income upon initial occupancy is neither less than one hundred twenty percent (120%) of AMI nor more than one hundred sixty percent (160%) of AMI, as adjusted for the actual number of persons in the applicable household.
“Middle Income Housing Cost” means a monthly obligation to pay mortgage payments (principal and interest), property taxes, property insurance, mortgage insurance, utilities, and

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7 homeowners’ association dues (if applicable) in an aggregate amount not greater than onetwelfth of thirty-three percent (33%) of one hundred sixty percent (160%) of Area Median Income, Adjusted for Family Size Appropriate for the Unit. “Middle Income Parcels” is defined in Recital G.5.
“Middle Income Unit” means a unit that is restricted for rent or sale to Middle Income Households.
"Ownership Middle Income Housing Unit" is defined in Recital A(b)(2). “Party” or “Parties” respectively means City and Developer individually or collectively. “Performance Deed of Trust” means the deed of trust to be executed by a homebuyer of each Ownership Middle Income Housing Unit that is substantially in the form attached as an exhibit to the Resale Restriction Agreement and recorded in the Official Records at the closing for the sale of each Ownership Middle Income Housing Unit. “Project” is defined in Recital A.
"Project Approvals" is defined in Recital B.
“Property” is defined in Recital J and more particularly described in the legal description attached hereto as Exhibit B.
“Regulations” means Title 25 of the California Code of Regulations. "Rental Middle Income Housing Unit" or “Rental Unit” is defined in Recital A(b)(1). “Resale Restriction Agreement” is defined in Section 8.d. “Restricted Sales Price” means the maximum sales price for a Middle Income Unit as determined by the City pursuant to Section 8.b below that will result in a Middle Income Housing Cost for a homebuyer.
"Senior Interest" is defined in Section 14.
"Senior Lender" is defined in Section 14.
“Tenant” shall mean a Middle Income Household occupying a Rental Middle Income Housing Unit.
“Term” means the term of this Amended Agreement, commencing upon the Effective Date and ending on the Termination Date.
“Termination Date” is defined in Section 11(a).

2. Use and Affordability Restrictions. Developer hereby covenants and agrees, for itself and its successors and assigns, that the Middle Income Units shall be used solely in compliance with the Amended Project Approvals, including the Fourth Amendment to Development Agreement,

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8 and the requirements set forth herein. Developer represents and warrants that it has not entered into any agreement that would restrict or compromise its ability to comply with the occupancy and affordability restrictions set forth in this Amended Agreement, and Developer covenants that it shall not enter into any agreement that is inconsistent with such restrictions.

3. Timing for Construction of Middle Income Units. The timing for the construction and sale and/or leasing of the Middle Income Units shall be as follows:
a. Design review for all twenty-nine (29) Middle Income Units on the Property shall be prepared and approved by the City and the building permit for construction of all twenty-nine (29) Middle Income Units on the Property must be issued and all required fees must have been paid by Developer before or concurrently with the issuance of a building permit for the development and construction of any portion of the sixty-two (62) Market Rate Units on Lot 2 of the Final Map. b. The construction of all twenty-nine (29) Middle Income Units on the Property must be completed and permitted for use and occupancy and available for sale or lease to Middle Income Households before or concurrently with the issuance of a certificate of occupancy for the first Market Rate Unit on Lot 2 of the Final Map.

4. Unit Type Mix for Middle Income Units.
a. A minimum of thirteen (13), and up to a maximum of twenty-one (21) Middle Income Units shall be Rental Middle Income Housing Units. A minimum of eight (8), and up to a maximum of sixteen (16) Middle Income Units shall be Ownership Middle Income Housing Units.
b. The application for design review for each structure on the Property that includes Middle Income Units shall stipulate the number and location of Middle Income Units that will be included as part of such structure and shall state whether such Middle Income Housing units will be Rental Middle Income Housing Units, or Ownership Middle Income Housing Units.

5. Unit Size Mix for Middle Income Units.
a. The Rental Middle Income Housing Units and Ownership Middle Income Housing Units shall range in size from studios to three-bedroom units, with the final unit mix to be determined based on a market needs assessment conducted by Developer, and reviewed and approved by City in its reasonable discretion, prior to submittal of a design review application for the building that includes such Middle Income Units. Such market needs assessment shall be subject to review by the Planning Commission as part of the major design review application for the applicable phase.

6. Interior Finishes and Parking. The Middle Income Units may have different interior finishes and features than Market Rate Units in the Project so long as such finishes and features are durable, of good quality, and consistent with contemporary standards for new housing. The Middle Income Units must contain air conditioning, dishwashers, refrigerators, garbage disposals,

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9 cooking facilities and either in-unit laundry facilities or access to common area laundry facilities, in the Developer’s sole discretion. The Middle Income Units shall be provided assigned parking spaces as provided in the shared parking plan approved in connection with the Amended Project Approvals. The Middle Income Units need not contain optional upgrades and luxury items, and Developer may install such optional upgrades and luxury items in Market Rate Units in the Project. Prior to issuing a building permit for the Middle Income Units, the City shall have the right to review the Middle Income Unit plans and/or construction drawings for the sole purpose of determining consistency with this Section.

7. Rental Unit Restrictions.
a. Affordability Requirements. For a term of fifty-five (55) years, commencing upon the date upon which each Rental Unit receives a certificate of occupancy, such Rental Unit shall be rented at the Affordable Rent to (or if vacant, available for occupancy by) a Middle Income Household. At the time the City's building official issues a certificate of occupancy for any structure containing Rental Units within the Project, the Parties shall record a certificate of completion in the form attached as Exhibit C, which shall memorialize the date upon which this Amended Agreement shall be released from the Rental Units within the structure. b. Household Income Increases. If upon recertification of a Tenant's Gross Income pursuant to Subsection (d) below, Developer determines that such Tenant’s Gross Income has increased and exceeds the qualifying income for a Middle Income Household, then upon the expiration of such Tenant’s lease and following one hundred twenty (120) days’ notice, and if so permitted by local and state law, such Tenant shall be required to vacate the unit and Developer shall rent the Rental Unit to a Middle Income Household to restore the affordability mix required by this Amended Agreement. Each Tenant lease for a Rental Unit shall include covenants that the Tenant shall: (i) continue to qualify as a Middle Income Household upon recertification or vacate the unit as set forth in this Subsection; and (ii) provide any information required under this Amended Agreement or reasonably requested by Developer or City to recertify the Tenant's qualification. c. No Condominium Conversion. Developer shall not convert any of the Rental Units to condominium or cooperative tenantship during the Term of this Amended Agreement. This limitation shall not apply to the Ownership Middle Income Housing Units or the Market Rate Units.
d. Developer Certification. Prior to a Tenant's initial occupancy of a Rental Unit and periodically thereafter (but not more often than every three (3) years), Developer or Developer’s authorized agent shall obtain from the Tenant a written certificate containing all the following in such format and with such supporting documentation as City may reasonably require:
(i) The identity of each household member; and
(ii) The total Gross Income;

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10 Developer shall retain such certificates for not less than three (3) years after the final date of occupancy by the Tenant, and upon City’s request, shall provide copies of such certificates to City and make the originals available for City inspection.
e. Rental Unit Occupancy. In the Rental Units, no fewer than one (1) occupant shall be allowed per bedroom, unless a reasonable accommodation is required pursuant to state or federal fair housing laws. A studio shall count as a one-bedroom unit for the purposes of these occupancy requirements. If no Middle Income Households meeting these standards apply within sixty (60) days of a Rental Unit being available, the City shall, upon request by Developer, grant exceptions to the occupancy standards provided Developer has substantially complied with the requirements of the Marketing Plan. If the City fails to respond to Developer's request within ten (10) business days, then the City conclusively shall be deemed to have consented. Nothing in this subsection shall be construed to authorize conditions of overcrowding or overutilization of bedrooms, or to relieve Developer of Developer's obligation to prevent such conditions.

8. Ownership Middle Income Housing Unit Restrictions.
a. GMO Allocations. For each Ownership Middle Income Housing Unit, a GMO Allocation shall be a prerequisite to construction of such unit if required by the Growth Management Ordinance and the GMO Policies and Procedures. The defined terms used in this Section 8.a shall have the meanings set forth in the Fourth Amendment to Development Agreement.
b. Determination of Restricted Sales Price.
i. Unless released from this Amended Agreement following City’s decision not to exercise its right of first refusal to purchase an Ownership Middle Income Housing Unit under Section 8.e, below, the Ownership Middle Income Housing Unit may be sold only to Middle Income Households (or to the City or its designee pursuant to Section 8.e, below). ii. Except as provided in Section 8.e, below, the sale price of each Ownership Middle Income Housing Unit may not exceed the Restricted Sales Price.

Prior to offering a Middle Income Unit for sale, Developer shall provide not less than ninety (90) days’ written notice to City of Developer’s intent to offer Ownership Middle Income Housing Units for sale, which notice shall include the proposed maximum Restricted Sales Price at which the Ownership Middle Income Housing Units will be offered for sale for City’s review and approval. The Restricted Sales Price shall be determined by using a ten percent (10%) down payment of the Restricted Sales Price and a Middle Income Housing Cost based on then-current prevailing interest rates for a fixed 30-year mortgage. Following the initial sale of any Ownership Middle Income Housing Unit by Developer, the Restricted

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11 Sales Price of all future sales of those units shall be determined in accordance with the terms of the Resale Restriction Agreement. c. Buyer Selection.
i. Income Verification. Prior to entering into a contractual commitment to sell each Ownership Middle Income Housing Unit, Developer shall provide a certification to City attesting to the prospective buyer’s household income and status as a Middle Income Household. In connection with such certification, prospective purchasers shall be required to provide written certification of household income as reasonably required by the City, including without limitation such documents as income tax returns and W2 statement for the previous two (2) calendar years, and all pay stubs issued to the prospective buyer within the last sixty (60) calendar days. ii. Owner-Occupancy. Prospective purchasers of Ownership Middle Income Housing Units must sign a written statement acknowledging their agreement that the Ownership Middle Income Housing Unit must be occupied as the purchaser’s principal residence, that the unit may not be rented or leased, except as allowed under the Resale Restriction Agreement.
iii. Credit and Background Checks. Developer shall require each prospective purchaser of an Ownership Middle Income Housing Unit to complete an application and credit and background check. There shall be no obligation to sell an Ownership Middle Income Housing Unit to a prospective buyer whose application and credit check does not demonstrate an ability to purchase the unit.
d. Resale Restriction Agreement. The initial buyer and each subsequent buyer of an Ownership Middle Income Housing Unit shall execute and record a covenant, substantially in the form of Exhibit D, that restricts the future sale of such Ownership Middle Income Housing Unit to Middle Income Households at the Restricted Sales Price for a period of forty-five (45) years unless released sooner pursuant to Section 8.e below (the "Resale Restriction Agreement"). The initial buyer and each subsequent buyer shall also execute and record, as applicable, a note and performance deed of trust, substantially in the form attached to the Resale Restriction Agreement, agreeing to be bound to the Resale Restriction Agreement and to pay any Excess Proceeds when due to the City.
e. City Right of First Refusal. For the initial sale of any Ownership Middle Income Housing Unit and, except as provided below, all future sales of those units, if an escrow for a Ownership Middle Income Housing Unit to purchase such unit at or below the Restricted Sales Price is not opened within ninety (90) days after the unit is first made available for sale, the City or its designee shall have a right of first refusal to purchase any such unit(s) at the Restricted Sales Price. The City acknowledges on behalf of itself and its designees that owners of Ownership

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12 Middle Income Housing Units will be subject to recorded conditions, covenants, and restrictions, and will be required to pay all homeowners association assessments validly assessed. If the City or its designee declines to exercise its right of first refusal to purchase any such unit within an additional ninety (90) days from the time the City is notified in writing that it has the right to purchase that unit, any such unit(s) may be sold at an unrestricted market price without any continuing sale price restriction. However, at the close of escrow for such unit, the seller shall pay to the City the positive difference, if any, between the actual purchase price and the Restricted Sales Price ("Excess Proceeds"). Following payment of any Excess Proceeds to the City, the Ownership Middle Income Housing Unit in question shall be released from the Resale Restriction Agreement, the City's right of first refusal to purchase shall terminate, and the unit no longer shall be referred to as a Ownership Middle Income Housing Unit.

9. Non-Discrimination; Compliance with Fair Housing Laws. a. Preference for Local Residents.
i. To the extent not inconsistent with state and federal fair housing laws, in order to ensure that there is an adequate supply of affordable housing within the City of Healdsburg for residents and employees of businesses within the City, to the extent permitted by law, within the pool of eligible applicants, first priority for sale or rental of Middle Income Units will be given to qualified households with members who live or work in the city limits of Healdsburg. If there are no qualified Middle Income Households who meet these criteria, second priority shall be granted to qualified households with members who live or work in unincorporated Healdsburg, but within the 95448 zip code. If there are no qualified Middle Income Households who meet these criteria, third priority shall be granted to qualified households with members who live or work in Windsor, Geyserville, or Cloverdale or within the unincorporated Windsor, Geyserville and Cloverdale boundaries, but within the 95492, 95441, or 95425 zip codes, respectively. If there are no qualified Middle Income Households who meet these criteria, fourth priority shall be granted to qualified households with members who have previously lived in Healdsburg (within City limits and within the unincorporated 95448 zip code), as determined by prior enrollment in Healdsburg public or private schools, or a previously active utility account with the City of Healdsburg.

In the event there are fewer applicants for Middle Income Units that meet the criteria specified in this paragraph than there are available Middle Income Units, such units shall be made available to members of the general public who are qualified Middle Income Households.
b. Fair Housing. Developer shall comply with state and federal fair housing laws in the marketing and rental or sale of the Middle Income Units, as applicable.

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13 c. Non-Discrimination. Developer shall not restrict the rental, sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Middle Income Units on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Developer covenants for itself and all persons claiming under or through it, and this Amended Agreement is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Middle Income Units, nor shall Developer or any person claiming under or through Developer establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Middle Income Units.

10. Reporting Requirements; Access to Information; Inspections. a. Maintenance of Records.
i. Developer shall maintain leases and other records relating to the leasing of Rental Middle Income Housing Units, and, as stated in Section 7.d, income certifications, for a period of not less than three (3) years after the final date of occupancy by the Tenant.
ii. Records related to compliance with this Amended Agreement must be kept accurate and up-to-date. City shall notify Developer of any records it deems insufficient. Developer shall have thirty (30) calendar days from such notice to correct any specified reasonable deficiency in the records, or, if more than thirty (30) days shall be reasonably necessary to correct the deficiency, Developer shall begin to correct the deficiency within thirty (30) days and diligently pursue the correction of the deficiency as soon as reasonably possible.
b. Access to Records. Developer shall provide City and its authorized agents and representatives reasonable access to any books, documents, papers and records associated with the Middle Income Units for the purpose of making audits, examinations, excerpts and transcriptions in connection with monitoring compliance with this Amended Agreement, during normal business hours of Developer and upon not less than three (3) business days’ prior written notice.

11. Term of Amended Agreement.
a. Term of Restrictions. This Amended Agreement shall commence upon the Effective Date and shall remain in effect until the fifty-fifth (55th) anniversary of

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14 the date on which the twenty-ninth (29th) Middle Income Unit receives a certificate of occupancy (the “Termination Date”).
b. Effectiveness Succeeds Conveyance of Property and Repayment of Loan. i. Except as otherwise provided in this Subsection 11.b, this Amended Agreement shall remain effective and fully binding on all portions of the Property for the full term hereof, regardless of any sale, assignment, transfer, refinancing, or conveyance of the Middle Income Units or the Project or any part thereof or interest therein.
ii. Upon execution and recordation of a Resale Restriction Agreement for an individual Ownership Middle Income Housing Unit, or sale at a market price and repayment of Excess Proceeds pursuant to Section 8.e, above, such Ownership Middle Income Housing Unit shall be released from this Amended Agreement.
iii. The Middle Income Housing Rental Units shall be released from this Agreement pursuant to Section 7.a, above.
c. Reconveyance. Upon the termination of this Amended Agreement, the Parties agree to execute and record appropriate instruments to release and discharge this Amended Agreement; provided, however, the execution and recordation of such instruments shall not be necessary or a prerequisite to the termination of this Amended Agreement upon the expiration of the Term. This Amended Agreement shall be partially released from the Property as specified in Section 11.b, above, and the Parties agree to execute and record appropriate instruments to release and discharge this Amended Agreement as to the portions of the Property so specified.

12. Binding Upon Successors; Covenants to Run with the Land. Developer hereby subjects its interest in the Middle Income Units to the covenants and restrictions set forth in this Amended Agreement. City and Developer hereby declare their express intent that the covenants and restrictions set forth herein shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, transferees, and assigns of Developer and City, regardless of any sale, assignment, refinancing, conveyance or transfer of the Middle Income Units, or any part thereof or interest therein, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly released by City. Any successor-in-interest to Developer, including without limitation any purchaser, transferee or lessee of the Middle Income Units (other than the tenants or purchasers of the individual dwelling units within the Project) shall be subject to all of the duties and obligations imposed hereby for the full-term of this Amended Agreement. Each and every contract, deed, lease or other instrument affecting or conveying the Middle Income Units, the Property, or the Project or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, lease or other instrument. If any such contract, deed, lease or other instrument has been executed prior to the date hereof, Developer hereby covenants to obtain and deliver to the

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15 City an instrument in recordable form signed by the parties to such contract, deed, lease or other instrument pursuant to which such parties acknowledge and accept this Amended Agreement and agree to be bound hereby.

Developer agrees for itself and for its successors that in the event that a court of competent jurisdiction determines that the covenants herein do not run with the land, such covenants shall be enforced as equitable servitudes against the Middle Income Units in favor of the City.

Without limiting the generality of the foregoing, Developer and the City hereby declare their understanding and intent that:
(a) The covenants and restrictions contained in this Amended Agreement shall be construed as covenants running with the land pursuant to California Civil Code section 1468 and not as conditions which might result in forfeiture of title by Developer; (b) The burden of the covenants and restrictions set forth in this Amended Agreement touch and concern the Property in that the Developer’s legal interest in the Property and all improvements thereon are rendered less valuable thereby; (c) The benefit of the covenants and restrictions set forth in this Amended Agreement touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the Middle Income Housing unit owners and tenants; and (d) All covenants and restrictions contained herein without regard to technical classification or designation shall be binding upon Developer and its successors in interest for the benefit of the City, and such covenants and restrictions shall run in favor of the City for the entire period during which such covenants and restrictions shall be in force and effect, without regard to whether the City is an owner of any land or interest therein to which such covenant and restrictions relate.

13. Management; Maintenance; Taxes, Fees, and Assessments; Casualty. a. Management Responsibilities. Developer shall be responsible for all management functions of the Rental Middle Income Housing Units and the Project. The City shall have no responsibility for construction, rehabilitation, management, repair, maintenance or marketing of the Middle Income Units or the Project. b. Management Entity. City shall have the right to review and approve the qualifications of the management entity proposed by Developer for the Rental Middle Income Housing Units, and shall have the right to review and approve any agreement executed between Developer and the management entity, which approval shall not be unreasonably withheld. The contracting of management services to a management entity shall not relieve Developer of its primary responsibility for proper performance of management duties. Any subsequent management entity shall be subject to City review and approval, which shall not be unreasonably withheld or delayed, provided that said management entity shall have experience with income certification and reporting requirements, and at least five (5) years of experience in the management of similar size rental housing

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16 projects. Upon City determination and delivery of written notice to Developer that Developer has failed to operate the Rental Units in accordance with this Amended Agreement, City may, following cure period set forth in Section 16, require Developer to contract with a qualified management agent selected by City, to manage and operate the Rental Middle Income Housing Units, or to make such other arrangements as City deems necessary to ensure performance of the required functions.
c. Repair, Maintenance and Security. Throughout the Term of this Amended Agreement, Developer shall at its own expense, maintain the Rental Middle Income Housing Units and the Project in good physical condition, in good repair, and in decent, safe, sanitary, habitable and tenantable living conditions in conformity with all Applicable Laws. Without limiting the foregoing, Developer agrees to maintain the Project and the Rental Middle Income Housing Units (including without limitation, the residential units, common areas, landscaping, driveways, parking areas and walkways) in a condition free of all waste, nuisance, overcrowding, debris, unmaintained landscaping, graffiti, disrepair, abandoned vehicles/appliances, and illegal activity, and shall take all reasonable steps to prevent the same from occurring on the Rental Middle Income Housing Units, the Property, or at the Project. Developer shall prevent and/or rectify any physical deterioration apart from reasonable wear and tear of the Rental Middle Income Housing Units, the Property, and the Project and shall make all repairs, renewals and replacements necessary to keep the Rental Middle Income Housing Units, the Property, the Project, and the improvements located therein in good condition and repair. Developer shall provide adequate security measures for the Rental Middle Income Housing Units, the Property, and the Project, including without limitation, the installation of adequate lighting and deadbolt locks.
d. Additional Requirements. All construction work and professional services for the Rental Middle Income Housing Units and the Project shall be performed by persons or entities licensed or otherwise authorized to perform the applicable work or service in the State of California and shall have a current City of Healdsburg business license if required under local law. To the extent allowed by state and federal laws, Developer shall limit the installation of satellite dish, antenna and other such equipment to screened locations on the Property and Project buildings as approved by City. Developer shall diligently work to resolve complaints related to noise, parking, litter or other neighborhood concerns. e. City’s Right to Perform Maintenance. In the event that Developer breaches any of the covenants contained in Section 13(c), and such default continues for a period of ten (10) days after written notice from the City (with respect to graffiti, debris, and waste material) or thirty (30) days after written notice from the City (with respect to landscaping, building improvements and general maintenance), or such additional time as is reasonably required to rectify the condition, then the City, in addition to any other remedy it may have under this Amended Agreement or at law or in equity, shall have the right, but not the obligation, to enter upon the Rental

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17 Middle Income Housing Units and the Property to perform all acts and work necessary to protect, maintain, and preserve the improvements and the landscaped areas thereon. All reasonable third-party costs expended by City in connection with the foregoing shall be paid by Developer to City upon demand. All such sums remaining unpaid thirty (30) days following delivery of City’s invoice therefor shall bear interest at the lesser of 8% per annum or the highest rate permitted by Applicable Law. City shall have a lien against the Rental Middle Income Housing Units and the Property for the amount of such unpaid sums and shall have the right to record a Notice of Claim of Lien against the Rental Middle Income Housing Units and the Property.
f. Marketing Plan. Not fewer than sixty (60) days before Developer begins offering Rental Middle Income Housing Units for rent or Ownership Middle Income Housing Units for sale (whichever occurs first), Developer shall submit for City review and approval a plan for marketing the Rental Middle Income Housing Units and the Ownership Middle Income Housing Units (the “Marketing Plan” or “Plan”). The Marketing Plan shall address, (i) plans for compliance with fair housing laws and this Amended Agreement, (ii) Developer’s Tenant selection criteria, (iii) how Developer plans to certify the eligibility of Middle Income Households, (iv) preparation of clear and accurate marketing information regarding the Rental Middle Income Housing Units (preferably in English, Spanish and other languages representative of eligible households in the area) to be distributed to eligible households included on any City maintained affordable housing waiting list, and (v) placement of advertisements regarding the availability of the Rental Middle Income Housing Units online or in other media during the applicable marketing period (preferably in English, Spanish and other languages representative of eligible households in the area). The Plan shall include the form of rental agreement that Developer proposes to enter into with respect to the Rental Middle Income Housing Units. Upon receipt of the Plan, the City shall promptly review the Plan and shall approve or disapprove it within thirty (30) days after submission. If City has not responded to the proposed Marketing Plan within thirty (30) days following City’s receipt of such Plan, Developer may simultaneously give a subsequent request to the City Manager, the Planning Director, and the City Attorney, which request shall be labelled prominently:
"Second Request: Deemed Approval Matter." If City fails to respond to the subsequent request within fifteen (15) days following the date when given, then the Marketing Plan shall be deemed approved. If the Plan is not approved, the Developer shall submit a revised Plan within thirty (30) days, which shall be approved or disapproved by the City within fifteen (15) days after submission. If City fails to approve or disapprove the revised Marking Plan within such fifteen (15) day period, then the Marking Plan shall be deemed approved. Developer shall abide by the terms of the Marketing Plan in marketing and leasing or selling (as applicable) the Middle Income Units throughout the Term of this Amended Agreement, and shall submit proposed material modifications to City for review and approval as described herein.

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18 g. Fees, Taxes, and Other Levies. Developer shall be responsible for payment of all fees, assessments, taxes, charges, liens and levies applicable to the Middle Income Units, the Property, and the Project, including without limitation possessory interest taxes, if applicable, imposed by any public entity, and shall pay such charges prior to delinquency. However, Developer shall not be required to pay any such charge so long as (a) Developer is contesting such charge in good faith and by appropriate proceedings, (b) Developer maintains reserves adequate to pay any contested liabilities, and (c) on final determination of the proceeding or contest, Developer immediately pays or discharges any decision or judgment rendered against it, together with all costs, charges and interest. Developer shall have all rights under Applicable Law to appeal the valuation of the Middle Income Units, the Property, and the Project (including but not limited to the Middle Income Units, any improvements, fixtures or appurtenances, and any personal property) for tax purposes, and nothing herein shall be deemed to preclude Developer from applying for any legally available taxation relief as a result of the affordability and public benefit provided by the Middle Income Units.
h. Property Damage or Destruction. If any part of the Middle Income Units, the Property, or the Project is damaged or destroyed, Developer shall repair or restore the same, consistent with the occupancy and rent restriction requirements set forth in this Amended Agreement. Such work shall be commenced as soon as reasonably practicable after the damage or loss occurs and shall be completed within one year thereafter or as soon as reasonably practicable, provided that insurance proceeds are available to be applied to such repairs or restoration within such period and the repair or restoration is financially feasible. During such time that lenders providing financing for the construction of the Middle Income Units, the Property, or the Project impose requirements that differ from the requirements of this Section, the requirements of such lenders and investors shall prevail.

14. Recordation; Subordination. This Amended Agreement shall be recorded against the Property in the Official Records of Sonoma County concurrent with or as soon thereafter of the date on which the final map applicable to the tentative map (SBDV-0005-2024) for Lot 3 is filed and recorded in the Official Records. Developer hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of City, this Amended Agreement shall not be subordinated in priority to any lien (other than those pertaining to taxes or assessments), encumbrance, or other interest in the Middle Income Units, the Property, or the Project. Upon request, the City shall not unreasonably withhold its consent to subordinate this Amended Agreement to the deeds of trust and regulatory agreements required by Developer’s construction and permanent lenders (each a “Senior Interest”) in a form reasonably approved by the City, if the subordination request meets the following conditions:
a. All the proceeds of loans related to the proposed Senior Interest, less any transaction costs, must be used to provide construction and/or permanent financing for the Middle Income Units on the Property.
b. The proposed lender of a Senior Interest (each a “Senior Lender”) must be a state or federally chartered financial institution, or a nonprofit corporation that is not

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19 affiliated with Developer or any of Developer’s affiliates, other than as a depositor or lender. The City reserves the right to negotiate priority of interest with public entities.
c. The subordination agreement(s) must be structured to minimize the risk that this Amended Agreement would be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Interest. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by Developer, including: (i) providing the City or its successor with copies of any notices of default in the same manner as provided to Developer at the same time or promptly thereafter such notice is provided to the Developer; and (ii) providing the City with a cure period of at least thirty (30) days to cure any default.
d. The subordination does not require the consent of the Senior Lender prior to the City exercising remedies available to the City under this Amended Agreement.

15. No Impairment of Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Amended Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust, or other financing or security instrument; provided, however, that any successor in interest to the Middle Income Units, the Property, or the Project shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor’s title was acquired by foreclosure, deed in lieu of foreclosure, trustee’s sale or otherwise.

16. Default and Remedies.
a. Events of Default. An Event of Default shall arise hereunder if Developer fails to perform any obligation under this Amended Agreement and fails to cure such default within thirty (30) days after the City has notified the Developer in writing of the default, or if the default cannot be cured within thirty (30) days, has failed to commence to cure within thirty (30) days and thereafter diligently pursued such cure and completed such cure within a reasonable time.
b. Remedies. Upon the occurrence of an Event of Default and its continuation beyond any applicable cure period, City may proceed with any of the following remedies:
(i) Bring an action for equitable relief seeking the specific performance of the terms and conditions of this Amended Agreement, and/or enjoining, abating, or preventing any violation of such terms and conditions, and/or seeking declaratory relief;
(ii) For violations of obligations with respect to rents for residential units in Rental Units, impose as liquidated damages a charge in an amount equal to the actual amount collected in excess of the Affordable Rent; and/or

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20 (iii). Pursue any other remedy allowed under the City Documents or at law or in equity.

Each of the remedies provided herein is cumulative and not exclusive. City may exercise from time to time any rights and remedies available to it under Applicable Law or in equity, in addition to, and not in lieu of, any rights and remedies expressly provided in this Amended Agreement. Any failure or delay by City in asserting any of its rights or remedies, including specific performance, as to any Event of Default shall not operate as a waiver of any default or of any such rights or remedies or deprive City 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.

17. Indemnity. To the fullest extent permitted by law, Developer shall indemnify, defend (with counsel approved by the City) and hold the City and its elected and appointed officers, officials, employees, agents, consultants, contractors and representatives (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) arising directly or indirectly, in whole or in part, as a result of or in connection with Developer’s construction, management, marketing, evaluation and determination of a household’s Gross Income, leasing, sale, or operation of the Middle Income Units, or any failure to perform any obligation as and when required by this Amended Agreement. Developer’s indemnification obligations under this Section 17 shall not extend to Claims resulting solely from the gross negligence or willful misconduct of Indemnitees or to Claims resulting from the City’s exercise of its right of first refusal to purchase a Middle Income Unit. The provisions of this Section 17 shall survive the expiration or earlier termination of this Amended Agreement.

18. Expenses. Developer agrees to pay an annual monitoring fee for compliance with this Amended Agreement as may be adopted by resolution of the City Council which is in force and effect for a similar class of Middle Income Units.

19. Miscellaneous.
a. Amendments. This Amended Agreement may be amended or modified only by a written instrument signed by both Parties and recorded in the Official Records of Sonoma County.
b. No Waiver. Any waiver by City of any term or provision of this Amended Agreement must be in writing. No waiver shall be implied from any delay or failure by City to take action on any breach or default hereunder or to pursue any remedy allowed under this Amended Agreement or Applicable Law. No failure or delay by City at any time to require strict performance by Developer of any provision of this Amended Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

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21 c. Notices. Except for any notice, demand or communication required under Applicable Laws to be given in another matter, all notices, demands and communications to be sent pursuant to this Amended Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All notices demands or communications shall be sent by personal delivery, by reputable overnight delivery service (which provides a delivery receipt), or by certified or registered mail, return receipt requested, postage prepaid. Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either Party may change its address at any time by giving written notice of such change to City or Developer as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective.

Any notice to be delivered to City shall be addressed to:

City Manager
City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
With a copy to: Samantha Zutler, Esq., City Attorney
City of Healdsburg
101 Howard Suite, Suite 400
San Francisco, CA 94123
Any notice to be delivered to Developer shall be addressed to:

Replay Healdsburg, LLC
105B Plaza Street
Healdsburg, CA 95448
Attention: Mike McCone
With a copy to: Replay Healdsburg, LLC
c/o CEO of Replay Destinations
745 Thurlow Street, Suite 2150
Vancouver BC V6E 0C5
Goldfarb & Lipman LLP
Attn: Gabrielle Janssens, Esq.
1300 Clay Street, Eleventh Floor
Oakland, CA 94612

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22 d. Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Amended Agreement.
e. Parties Not Co-Venturers; Independent Contractor; No Agency Relationship.

Nothing in this Amended Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. The relationship of Developer and City shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Developer (except as expressly provided in this Amended Agreement) or to any third-party with respect to the Project. Developer and its employees are not employees of City but rather are, and shall always be considered independent contractors. Furthermore, Developer and its employees shall at no time pretend to be or hold themselves out as employees or agents of City. Except as City may specify in writing, Developer shall not have any authority to act as an agent of City or to bind City to any obligation.
f. Action by City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by City is required or permitted under this Amended Agreement, such action shall be in writing, and such action may be given, made or taken by City’s Authorized Representative or by any person who shall have been designated by City’s Authorized Representative, without further approval by the City Council. The foregoing notwithstanding, the City’s Authorized Representative may, in his or her discretion, defer any such action to the City Council, provided that such deferral shall not toll any period herein within which the City is required to perform any act without Developer’s written consent.
g. No Third-Party Beneficiaries. This Amended Agreement is not intended to be for the benefit of any person other than the Parties and their permitted successors and assigns.
h. Non-Liability of City and City Officials, Employees and Agents. No member, official, employee or agent of City shall be personally liable to Developer or any successor in interest, in the event of any default or breach by City, or for any amount of money which may become due to Developer or its successor or for any obligation of City under this Amended Agreement.
i. Headings; Construction; Statutory References. The headings of the sections and paragraphs of this Amended Agreement are for convenience only and shall not be used to interpret this Amended Agreement. The language of this Amended Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. All references in this Amended Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Healdsburg shall be deemed to include the same

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23 statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject. j. Time is of the Essence. Time is of the essence in the performance of this Amended Agreement.
k. Governing Law; Venue. This Amended Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Amended Agreement shall be filed and heard in the Superior Court of Sonoma County, California or in the Federal District Court for the Northern District of California. l. Attorneys’ Fees and Costs. If any legal or administrative action is brought to interpret or enforce the terms of this Amended Agreement, the prevailing Party shall be entitled to recover all reasonable attorneys’ fees and costs incurred in such action.
m. Severability. If any provision of this Amended Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
n. Entire Agreement; Exhibits. This Amended Agreement contains the entire agreement of Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto, specifically including the Middle Income Housing Agreement. Exhibits A, B, C, and D, attached hereto are incorporated herein by this reference. o. Counterparts. This Amended Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

SIGNATURES ON FOLLOWING PAGE(S).

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IN WITNESS WHEREOF, the Parties have executed this Amended And Restated Middle Income Housing Regulatory Agreement And Declaration Of Restrictive Covenants as of the date first written above.

CITY:

CITY OF HEALDSBURG, a municipal corporation
By: _______________________________
Jeff Kay, City Manager
Attest:

By:_____________________________
Raina Allan, City Clerk
Approved as to form:

By:____________________________
Samantha Zutler, City Attorney
DEVELOPER:

REPLAY HEALDSBURG, LLC,
a Delaware limited liability company
By:

Name: Mike McCone
Its: Vice President
SIGNATURES MUST BE NOTARIZED.

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STATE OF CALIFORNIA )
)

COUNTY OF SONOMA )
On , 20__, before me, ______________________, Notary Public, personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________ (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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STATE OF CALIFORNIA )
)

COUNTY OF SONOMA )
On , 20__, before me, ______________________, Notary Public, personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _______________________________ (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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EXHIBIT A

LEGAL DESCRIPTION OF DEVELOPMENT SITE
The real property situated in the City of Healdsburg, County of Sonoma, State of California, described as follows:

Lots 1, 2, 3, 4, 5, 6, and 7 as shown on that certain final map entitled “Final Map of the Mill District,” filed December 28, 2020, in Book 817 of Maps at Pages 32-47, Sonoma County Records.

APN: _______________

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EXHIBIT B

LEGAL DESCRIPTION OF PROPERTY
The real property situated in the City of Healdsburg, County of Sonoma, State of California, described as follows:

Parcels ___, ___, and ___ of the final map entitled “___________,” filed ____________, 202__, in Book ___ of Maps at Pages ____, Sonoma County Records, being the further subdivision of Lot 3 as shown on that certain final map entitled “Final Map of the Mill District,” filed December 28, 2020, in Book 817 of Maps at Pages 32-47, Sonoma County Records.

APN: _______________

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Exhibit C

CERTIFICATE OF COMPLETION

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: City Manager

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §27383 AND

BUILDING HOMES AND JOBS TRUST

FUND FEE PER GOVERNMENT CODE
§27388.1(a)(2)(D)

CERTIFICATE OF COMPLETION
THIS CERTIFICATE OF COMPLETION (“Certificate of Completion”) is made by the CITY OF HEALDSBURG, California municipal corporation (“City”), in favor of REPLAY HEALDSBURG, LLC, a California limited liability company (“Developer”), as of the date set forth below.

RECITALS
A. City and Developer have entered into that certain Amended And Restated Middle Income Housing Regulatory Agreement And Declaration Of Restrictive Covenants (“Agreement”) dated _____, 202__, concerning the development of Middle Income Units in the City of Healdsburg, California. The Agreement was recorded in the Official Records of Sonoma County on ________, 202__, as Instrument No.______________. Capitalized terms not otherwise defined in this Certificate of Completion have the meanings set forth in the Agreement.

B. As referenced in Section 7.a of the Agreement, the Agreement shall be released as to each Rental Unit within the Project upon the termination of fifty-five (55) years from the issuance of a certificate of occupancy for such unit, as memorialized in a certificate of completion recorded in the Official Records of Sonoma County.

C. The purpose of this Certificate of Completion is to memorialize that on [DATE] (the "Completion Date"), the City's building official issued a certificate of occupancy for the structure housing the following units located on that certain parcel described in Exhibit A hereto (the "Completed Units"): ______________________________.

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NOW, THEREFORE, City and Developer hereby agree as follows:

1. As provided in the Agreement, the Agreement shall be released from the Completed Units as of ______________, 20__, which date is fifty-five (55) years from the Completion Date.

2. This Certificate of Completion shall not be deemed or construed to constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the construction and development of the Project or any portion thereof. This Certificate of Completion is not a notice of completion as referred to in Section 8182 of the California Civil Code.

IN WITNESS WHEREOF, City and Developer have executed this Certificate of Completion this ___ day of _______________, 20__.

DEVELOPER:

REPLAY HEALDSBURG, LLC,
a Delaware limited liability company
By:

Name:

Its:

CITY:

CITY OF HEALDSBURG,
a California municipal corporation
By:
, City Manager
APPROVED AS TO FORM:

, City Attorney
ATTEST:
_____________________________
_______________, City Clerk
SIGNATURES MUST BE NOTARIZED.

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared
______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_______________________________
Name: ______________________
Notary Public
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared
______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_______________________________
Name: ______________________
Notary Public
A notary public or other officer completing this
certificate verifies only the identity of the
individual who signed the document to which this

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EXHIBIT A

PROPERTY DESCRIPTION
The real property situated in the City of Healdsburg, County of Sonoma, State of California, described as follows:

APN: _______________

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Exhibit D
RESALE RESTRICTION AGREEMENT [to be attached]

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2036\02\2745545.3

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF HEALDSBURG
401 GROVE STREET
HEALDSBURG, CALIFORNIA 95448
ATTN: SAMANTHA ZUTLER, ESQ.

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE 27383 AND BUILDING

HOMES & JOBS TRUST FUND FEE PER
GOVERNMENT CODE 27388.1(A)(2)(D)

SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY

AMENDED AND RESTATED PUBLICLY ACCESSIBLE PRIVATE OPEN SPACE

EASEMENT AGREEMENT
This AMENDED AND RESTATED PUBLICLY ACCESSIBLE PRIVATE OPEN SPACE EASEMENT AGREEMENT ("Amended Agreement") is entered into as of ________, 202__(the "Effective Date"), by and between THE CITY OF HEALDSBURG, a California municipal corporation ("City"), and REPLAY HEALDSBURG, LLC, a Delaware limited liability company (the "Developer"). City and Developer may each be referred to as a "Party," and collectively the "Parties".

RECITALS
A. In 2017, Developer submitted an application to City for the development of a mixed-use project (the “Project”) on approximately 9.59 acres of real property located at 146 and 164 Healdsburg Avenue in the City of Healdsburg, California (the “Development Site”), the final iteration of which included construction of (i) a 53-room hotel, (ii) approximately 15,000 square feet of commercial space, (iii) public improvements and open space, and (iv) up to 208 residential units.

B. On January 8, 2019, the City’s Planning Commission approved Master Conditional Use Permit CUP 2017-12, Historic Demolition Permit MISC 2017-01, and Heritage Tree Removal Permit HT 2017-02 for the Project and recommended that the City Council approve a tentative map and a development agreement for the Project. On March 11, 2019, the City Council approved Tentative Map TM 2017-01 for the Project, and on April 1, 2019, adopted Ordinance No. 1184, approving a Development Agreement for the Project (referred to collectively with the Planning Commission’s January 8, 2019, approvals as the “Project Approvals”).

C. On December 28, 2020, the Final Map of the Mill District was filed and recorded in the Official Records of Sonoma County, California (“Official Records”), in Book 817 of

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Maps at Pages 32-47 (the “Final Map”), thereby effecting the subdivision of the Development Site into seven (7) lots along with dedication of public rights of way and easements for roads, sidewalks and utilities.

D. Pursuant to Section 4.2(c)(iii) of the Development Agreement, on December 30, 2020, Developer and City entered into that certain Publicly Accessible Private Open Space Easement Agreement (the “Park Easement Agreement”), and recorded in the Official Records on December 31, 2020, at Instrument No. 2020126156, applicable to the privately-owned and maintained and publicly accessible open space of approximately 0.78 acres in size (the “Park”), on Lot 5 of the Final Map.

E. In 2024, Developer submitted an application to City to amend the Project Approvals and, following public hearings noticed and conducted as required by law, the City took the following actions (collectively, the “Amended Project Approvals”):

1. On August 13, 2024, the Planning Commission approved an amendment to the Master Conditional Use Permit (CUP 2017-12.04), and recommended that the City Council approve tentative maps for the further subdivision of Lot 2 (SBDV-0004-2024) and Lot 3 (SBDV-0005-2024) of the Final Map, and a Fourth Amendment to Development Agreement for the Project;

2. On August 27, 2024, the Planning Commission recommended that the City Council approve tentative maps for the further subdivision of Lot 1 (SBDV-0003-2024) of the Final Map, approved design review (DR-0005-2024), variance (VAR-0001-2024), and conditional use permit (CUP-0005-2024) applications for Lot 1 of the Final Map, and approved tentative map (SBDV-0002-2024), design review (DR-0004-2024) and conditional use permit (CUP-0004-2024) applications for Lot 5 of the Final Map;

3. On September 16, 2024, the City Council approved tentative maps for Lot 1 (SBDV-0003-2024), Lot 2 (SBDV-0004-2024), and Lot 3 (SBDV-0005-2024) of the Final Map, and the first reading of an ordinance to approve a Fourth Amendment to Development Agreement for the Project;

4. On October ___, 2024, the City Council adopted Ordinance No. ______ approving the Fourth Amendment to Development Agreement (“Fourth Amendment to Development Agreement”) for the Project; and

5. On _________, 202__, the City Council adopted Resolution No. 202__-___ approving the final subdivision map applicable to SBDV-0002-2024 of Lot 5 of the Final Map, thereby creating three (3) condominium parcels on Lot 5 (1 parcel for residential amenity building and outdoor pool facility; 1 parcel for up to 2,500 square feet of commercial space; and 1 parcel for a 37,427 square foot or 0.86-acre park/open space).

F. As a material consideration for the long-term assurances, vested rights, and other City obligations provided by the Fourth Amendment to Development Agreement and as a material inducement to City to enter into the Fourth Amendment to Development Agreement, Developer offered and agreed to provide certain public benefits to the City as specified in the

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Fourth Amendment to Development Agreement, including this Amended Agreement to comply with Section 4.2 (c)(iii) of the Fourth Amendment to Development Agreement.

G. Section 4.2(c)(iii) of the Fourth Amendment to Development Agreement specifies that the Project shall incorporate a privately-owned and maintained, publicly accessible open space of approximately 0.86 acres or 37,427 square feet in size (the "Park"). The parcel created for the park/open space by the final subdivision map applicable to SBDV-0002-2024 of Lot 5 of the Final Map, more particularly described in the legal description attached hereto as Exhibit A and incorporated herein, is the location of the Park (the “Park Parcel”), and the conditions of approval require that the Park Parcel be designated as open to the public in perpetuity.

H. The Developer desires to grant to the City, and the City desires to accept from the Developer, an easement on, over and across the Park Parcel to provide public access to and use of the Park in perpetuity as more particularly set forth below. Through this Amended Agreement, the Parties desire to memorialize compliance with the terms of the Fourth Amendment to Development Agreement and conditions of approval applicable to SBDV-0002- 2024 of Lot 5 of the Final Map, and the terms under which the Developer will make the Park Parcel available for public access and use.

I. Further, concurrent with the recording of this Amended Agreement in the Official Records, the City and Developer hereby acknowledge and agree that the Park Easement Agreement shall be released as a lien against Lot 5 of the Final Map, more particularly described in the legal description attached hereto as Exhibit B, and the Parties shall execute and record such other documents as may reasonably be required to effectuate the release of the lien of the Park Easement Agreement against Lot 5 of the Final Map in the Official Records.

AGREEMENT
NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, the Parties agree as follows:

1. Grant of Easement.
a. The Developer hereby grants to the City a non-exclusive public access and use easement (the "Easement") on, over and across the Park Parcel described in Exhibit A and attached to this Amended Agreement and incorporated by reference (the "Easement Area"), for the purpose of providing the general public with rights of access to and use of the Park Parcel, subject to the terms and conditions of this Amended Agreement. This Easement shall burden the Easement Area in perpetuity for the benefit of the City and the general public as an easement in gross, and it is a covenant that shall run with the land.

2. Park Construction.
a. Construction of the Park shall be completed substantially in conformance with the Fourth Amendment to Development Agreement, conditions of approval applicable to SBDV-0002-2024 of Lot 5 of the Final Map, design reviews (DR-2022-22 and DR-0004-2024)

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and conditional use permit (CUP-0004-2024) applicable to Lot 5 of the Final Map, and any other applicable City approval or equivalent approval, and all other applicable state and local building codes, development standards, and ordinances, and shall be completed prior to the issuance of a certificate of occupancy for any component of the Project on Lot 4 of the Final Map. b. Any future changes to the design of the Park, including but not limited to changes to or relocation of the provided amenities, structures, landscaping, or pathways, unless otherwise required to be approved by the Planning Commission pursuant to the City’s Municipal Code, shall be subject to approval by the City Manager, or his or her designee, with input from the City’s Parks and Recreation Commission, which approval shall not be unreasonably withheld, conditioned or delayed provided the useable area of the Park is not diminished or decreased; further, the City Manager in his or her discretion may refer the proposal to the Parks and Recreation Commission for review and approval. The foregoing notwithstanding, nothing herein confers discretion on the City to initiate and require design changes to the Park.

3. Public Use.
a. The Developer agrees to permit public entry into and use of the Easement Area for park and recreational uses and activities customarily permitted within other park sites in the City, consistent with the provisions of the Healdsburg Municipal Code, including but not limited to Chapters 9.12, 12.28, and 12.36. No portion of the Easement Area shall be used for any use that violates any applicable law or that constitutes a nuisance. b. Subject to the provisions of Subsection 3.c, below, the public will be able to flow seamlessly in and out of the Park Parcel from the adjacent public plazas and public sidewalks along the new project streets and Healdsburg Avenue. c. In accordance with the conditions of approval applicable to SBDV-0002- 2024 of Lot 5 of the Final Map, Developer will establish regulations, policies and procedures that govern special event and private use of the Park Parcel that are generally similar to the City’s special event policies (“Mill District Park Rules”). The Mill District Park Rules will be included as an exhibit or attachment to the Master Declaration Of Covenants, Conditions And Restrictions for the Project. Developer shall thereafter update the Mill District Park Rules as necessary to comply with applicable law. If the City proposes any amendment to the Mill District Park Rules, Developer will consider the amendment in good faith, and will not unreasonably refuse its adoption. Any future changes or updates to the Mill District Park Rules shall be reviewed and approved by the City Manager, or his or her designee, with input from the City’s Parks and Recreation Commission, and such approval shall not be unreasonably withheld, conditioned or delayed. Developer shall file a copy of the Mill District Park Rules and any future changes or updates thereto with the City Clerk.

4. Park Maintenance. The Developer shall be responsible for the maintenance, repair and replacement, at its sole cost and expense, of the Park Parcel and facilities and improvements comprising the Park, which Developer shall keep in a good, safe and usable condition, in good repair, and in compliance with all applicable federal, state, county, and local ordinances. In no event shall the City have any responsibility for the maintenance, repair or

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replacement of the Park Parcel or facilities and improvements comprising the Park developed in the Easement Area.

5. Term and Termination; Amendment.
a. The term of this Amended Agreement shall commence as of the Effective Date and shall continue in perpetuity until and unless terminated by written agreement of the Parties.
b. No amendment to or termination of this Amended Agreement or any provision hereof shall be effective for any purpose unless specifically set forth in a writing that refers expressly to this Amended Agreement and is signed by duly authorized representatives of the Parties. Where this Amended Agreement requires an approval or consent of the City, such approval may be given on behalf of the City by the City Manager or his or her designee excepting any such approval or consent relating to the termination of this Amended Agreement.

The City Manager or his or her designee is hereby authorized to take such actions as may be necessary or appropriate to implement this Amended Agreement, including without limitation the execution of such documents or agreements as may be contemplated by this Amended Agreement and approval of amendments which do not substantially change the uses or restrictions hereunder, or cause the City to incur any additional costs.

6. Default and Remedies.
a. A Party's violation of any material term of this Amended Agreement or failure by any Party to perform any material obligation of this Amended Agreement shall constitute a default ("Default"), if the violation continues for a period of thirty (30) days after written notice thereof to the defaulting Party without the defaulting Party curing such breach, or if such breach cannot reasonably be cured within such thirty (30) day period, commencing the cure of such breach within such thirty (30) day period and thereafter diligently proceeding to cure such breach within ninety (90) days, unless a longer period is granted by the non-defaulting Party.
b. If after expiration of the notice and cure period set forth in Section 6(a) of this Amended Agreement, the Developer does not inspect, maintain, care for and, if and when necessary, repair the Park Parcel or Park facilities and improvements as required by this Amended Agreement, the City shall have the right, but not the obligation, to elect to maintain, repair, periodically inspect, care for, and repair the same, or to contract for the correction of such deficiencies. If the written notification states that the problem constitutes an emergency and relates to the public health and safety, then the Developer shall have twenty-four (24) hours to rectify the problem. If the Developer timely responds to the City and demonstrates in good faith that the deficiency will take more than twenty-four (24) hours to correct, the City shall cooperate in good faith with the Developer to set a mutually agreeable time to cure the deficiency while ensuring adequate protection of public health and safety. c. If the City exercises its rights under Section 6(b) of this Amended Agreement, upon written demand from the City with reasonable supporting documentation, the

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Developer agrees to pay the City upon demand all reasonable and actual charges and costs incurred by the City for such maintenance and repair work and related inspections. d. Either Party shall have the right to mandamus or other suit, action or proceeding at law or in equity to require the opposite Party to perform its obligations and covenants under this Amended Agreement, including but not limited to Developer’s obligation to maintain the Park Parcel and Park facilities and improvements pursuant to Section 4, and to enjoin acts on things which may be unlawful or in violation of the provisions of this Amended Agreement.
e. Any failures or delays by a 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. Delays by a Party in asserting any of its rights and remedies, irrespective of the length of the delay, shall not deprive the 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, nor constitute a waiver of such Party's right to demand strict compliance by such other Party in the future. No waiver by a Party of a Default shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omission by a Party to take any action with respect to such Default.

7. Covenant Running with the Land. The Parties hereby declare their express intent that the covenants and restrictions set forth in this Amended Agreement shall apply to and bind the Developer and its heirs, executors, administrators, successors, transferees, and assignees having or acquiring any right, title or interest in or to any part of the Easement Area and shall run with and burden the Easement Area. Until all or portions of the Park Parcel are expressly released from the burdens of this Amended Agreement, each and every contract, deed or other instrument hereafter executed covering or conveying the Easement Area or any portion thereof shall be held conclusively to have been executed, delivered, and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument. In the event of foreclosure or transfer by deed-in-lieu of all or any portion of the Easement Area, title to all or any portion of the Easement Area shall be taken subject to this Amended Agreement. The Developer acknowledges that compliance with this Amended Agreement is a land use requirement and a requirement of the Fourth Amendment to Development Agreement, and that no event of foreclosure or trustee's sale may remove these requirements from the Easement Area. Whenever the term "Developer" is used in this Amended Agreement, such term shall include any other permitted successors and assigns as herein provided.

8. Mortgagee Protection. This Amended Agreement, and the rights, privileges, covenants, agreements and Easement hereunder with respect to the Park Parcel and the Easement Area, shall be superior and senior to any lien placed upon the Park Parcel following the Effective Date, including the lien of any mortgage or deed of trust. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust made in good faith and for value, but the rights, privileges, covenants, agreements, Easement and other provisions contained in this Amended Agreement shall be binding upon and effective against any person (including, but not limited to, any mortgagee or beneficiary under a deed of trust) who acquires title to the Park Parcel or any portion thereof by foreclosure, trustee's

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sale, deed in lieu of foreclosure, or otherwise; provided, however, that no such person shall be obligated to construct the Park improvements unless that person takes title to the Easement Area and otherwise elects in its sole discretion, to construct the larger Project pursuant to the Fourth Amendment to Development Agreement; and provided further that no such person shall assume or have any liability for the Developer's prior defaults under this Amended Agreement or for the payment of any amounts not paid if and when due from the Developer under this Amended Agreement. Developer or any subsequent owner of all or any portion of the Park Parcel may, at any time during the term of this Amended Agreement, and from time to time, deliver written notice to the City requesting that the City certify in writing the Developer's compliance with this Amended Agreement. Upon receiving such request, the City Manager or his or her designee shall execute and return such certificate or give a written, detailed response explaining why it will not do so within twenty (20) days following the receipt thereof. The consent and subordination of the existing mortgagee of record to this Amended Agreement is attached hereto as Exhibit C.

9. Notice. Except as otherwise expressly provided herein, all notices and demands pursuant to this Amended Agreement shall be in writing and delivered in person, by commercial courier or by first-class certified mail, postage prepaid. Except as otherwise expressly provided herein, notices shall be considered delivered when personally served, upon delivery if delivered by commercial courier, or two (2) days after mailing if sent by mail. Notices shall be sent to the addresses below for the respective Parties; provided, however, that any Party may change its address for purposes of this Section by giving written notice to the other Parties. These addresses may be used for service of process:

City: City Manager
City of Healdsburg
401 Grove Street
Healdsburg, California 95448
with copy to: Samantha Zutler, Esq.

City Attorney
City of Healdsburg
101 Howard Street, Suite 400
San Francisco, California 94123
Developer: Replay Healdsburg, LLC
105B Plaza Street
Healdsburg, CA 95448
Attn: Mike McCone

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with copy to: Replay Healdsburg, LLC
c/o CEO of Replay Destination
745 Thurlow Street, Suite 2150
Vancouver BC V6E 0C5
Goldfarb & Lipman LLP
Attn: Gabrielle Janssens, Esq.
1300 Clay Street, Eleventh Floor
Oakland, CA 94612

10. Partial Invalidity. If any provision of this Amended Agreement shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

11. Applicable Law/Venue. This Amended Agreement and other instruments given pursuant hereto shall be construed in accordance with and be governed by the laws of the State of California. Any references herein to particular statutes or regulations shall be deemed to refer to successor statutes or regulations, or amendments thereto. The venue for any action shall be the County of Sonoma, California.

12. Further Assurances. Each Party covenants, on behalf of itself and its successors, heirs, and assigns, to take all actions and do all things, and to execute, with acknowledgment or affidavit if required, any and all documents and writings that may be necessary or proper to achieve the purposes and objectives of this Amended Agreement.

13. Nondiscrimination. 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 race, color, creed, religion, sex, marital status, ancestry, or national origin in the use of the Park in furtherance of this Amended Agreement. The foregoing covenant shall run with the land.

14. Headings. Section headings in this Amended Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, or conditions of this Amended Agreement.

15. Amended Agreement is Entire Understanding. This Amended Agreement is executed in one original, which constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof. Except for the conditions of approval applicable to SBDV-0002-2024 of Lot 5 of the Final Map, the Fourth Amendment to Development Agreement and except as otherwise specified in this Amended Agreement, any prior correspondence, memoranda, agreements, warranties, or representations are superseded in total by this Amended Agreement.

16. Interpretation. Each Party to this Amended Agreement has had an opportunity to review the Amended Agreement, confer with legal counsel regarding the meaning of the Amended Agreement, and negotiate revisions to the Amended Agreement. Accordingly, neither

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Party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Amended Agreement.

17. Intended Beneficiaries. The City and the public are the intended beneficiaries of this Amended Agreement, and the City shall have the sole and exclusive power to enforce this Amended Agreement. It is intended that the City may enforce this Amended Agreement, on its own behalf or on behalf of the public, in order to implement the conditions of approval applicable to SBDV-0002-2024 of Lot 5 of the Final Map and provisions of the Fourth Amendment to Development Agreement. No other person or persons, other than the City and the Developer and their assigns and successors, shall have any right of action hereon.

18. Recordation of Termination. Upon termination of this Amended Agreement, a written statement acknowledging such termination shall be executed by Parties and shall be recorded by City in the Official Records of Sonoma County, California.

19. Signature Pages; Execution in Counterparts. For convenience, the signatures of the Parties to this Amended Agreement may be executed and acknowledged on separate pages in counterparts which, when attached to this Amended Agreement, shall constitute this as one complete Amended Agreement.

20. Exhibits. The following exhibits are attached to this Amended Agreement and incorporated into the Amended Agreement by reference:

Exhibit A: Legal Description of Park Parcel
Exhibit B: Legal Description of Lot 5 of the Final Map of the Mill District Exhibit C: Consent And Subordination
[Signature Page Follows.]

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IN WITNESS WHEREOF, this Amended Agreement has been entered into by and between the Parties as of the Effective Date.

CITY:

City of Healdsburg, a
California municipal corporation
By:

Jeff Kay
City Manager
APPROVED AS TO FORM:

By:

Samantha Zutler, Esq.

City Attorney
ATTEST:

By:

Raina Allan
City Clerk
DEVELOPER:

Replay Healdsburg, LLC,
a Delaware limited liability company
By:

Mike McCone, Vice President

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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-7048-6221 v7

EXHIBIT A

LEGAL DESCRIPTION OF PARK PARCEL

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EXHIBIT B
LEGAL DESCRIPTION OF LOT 5 OF FINAL MAP OF THE MILL DISTRICT The real property situated in the City of Healdsburg, County of Sonoma, State of California, described as follows:

Lot 5 as shown on that certain final map entitled “Final Map of the Mill District,” filed December 28, 2020, in Book 817 of Maps at Pages 32-47, Sonoma County Records.

APN: _______________

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EXHIBIT C
CONSENT AND SUBORDINATION OF ______________ TO

AMENDED AND RESTATED PUBLICLY ACCESSIBLE PRIVATE OPEN SPACE

EASEMENT
The undersigned, as present Beneficiary under that certain [LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING] recorded ___________, 20__, under Series No. ________________ in the Official Records of Sonoma County, executed by ____________________, a ________________, as Trustor, to ____________________, as Trustee (the "Deed of Trust"), does hereby consent to the execution and recordation of the Amended And Restated Publicly Accessible Private Open Space Easement Agreement, dated as of _______, 20__ (the "Amended Agreement"), to which this consent is attached, and does hereby subordinate the lien of the Deed of Trust to the Amended Agreement, subject to the mortgagee protections set forth in Section 8 of the Amended Agreement, to the same extent and with the same force and effect as if the Amended Agreement had been executed and recorded prior to the execution and recordation of the Deed of Trust.

IN WITNESS WHEREOF, the undersigned has executed this consent this ______ day of _____, 20__.

BENEFICIARY:
__________________, a _________________________
By: _______________________________
Name: _______________________________
Its: _______________________________

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DEFINITION OF HOTEL INVESTMENT SUITE USE AND CONDITIONS OF OPERATION A "hotel investment suite" use shall mean a "visitor lodging" use, as defined in the Healdsburg Municipal Code, authorized for use in a condominium established in accordance with the Commercial and Industrial Common Interest Development Act, Civil Code § 6500 et seq. or the Davis-Stirling Common Interest Development Ac, Civil Code § 4000 et seq. (hereinafter, a “condominium”), occupancy of which may be restricted to the owner of the condominium unit to the exclusion of the general public for a limited period of time in accordance with the following conditions:
(a) A condominium unit approved for hotel investment suite use may only be located and conducted in the same structure, and as part of the main use of the structure, for visitor lodging use (hereinafter, the “hotel structure”).
(b) The maximum percentage of floor area of a hotel structure devoted to condominium units approved for hotel investment suite use shall not exceed (i) twenty-five percent (25%) of the total floor area of the hotel structure or (ii) one-third (33.33%) of the floor area of the hotel structure devoted to visitor lodging use.
(c) The number of condominium units approved for hotel investment suite use shall not exceed twenty-five percent (25%) of the total number of units in the hotel structure approved for visitor lodging use and hotel investment suite use. (d) Condominium units approved for hotel investment suite use within a hotel structure containing units approved for visitor lodging use shall be managed, operated, and maintained by the same entity responsible for the management, operation and maintenance of the hotel structure for visitor lodging use. (e) The owner or operator of the visitor lodging use (hereinafter, the “hotel operator”) shall determine the interior color scheme, décor and furnishings of each unit approved for visitor lodging use and each condominium unit approved for hotel investment suite use as well as the appropriate time for redecorating and renovating each unit approved for visitor lodging use and each condominium unit approved for hotel investment suite use and its contents.
(f) The owners of condominium units approved for hotel investment suite use shall be prohibited from personalizing the condominium units.
(g) The owners of condominium units approved for hotel investment suite use shall be prohibited from storing personal items within the condominium units. (h) The owners of condominium units approved for hotel investment suite use shall be prohibited from occupying the condominium unit for more than (i) 90 days per calendar year and (ii) 30 consecutive days.
(i) The owners of condominium units approved for hotel investment suite use shall make their condominium unit available for visitor lodging use through the hotel operator when not in use by the owner and in no event for any period of time less than nine (9) months per calendar year.
(j) Regardless of the number of persons or entities that are owners of a condominium unit approved for hotel investment suite use, no owner or group of co-owners may use the condominium unit for their personal use for more than ninety (90) days in any calendar year and no individual stay by an owner or any of several co-owners may exceed thirty (30) consecutive calendar days.
(k) The owners of condominium units approved for hotel investment suite use shall not discourage the rental of their condominium unit through the hotel operator or create disincentives that are meant to discourage the rental of their condominium unit. (l) The owners of condominium units approved for hotel investment suite use and the hotel operator shall make the condominium unit available for rent while being utilized for

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visitor lodging use at similar rents to that charged by the hotel operator for other condominium units approved for hotel investment suite use of a similar size at that location.
(m) The owners of condominium units approved for hotel investment suite use and the hotel operator shall, while the condominium unit is being utilized for visitor lodging use, impose, collect and remit to the City transient occupancy tax in accordance with the requirements of Chapter 3.12 (Transient Occupancy Tax) of the City of Healdsburg Municipal Code.
(n) The owner of the hotel structure shall, prior to the earlier of (i) City approval of the Final Subdivision Map applicable to the tentative map (SBDV-0003-2024) approved for Lot 1, or (ii) issuance of any permit for the construction of any improvement on Lot 1, execute and acknowledge an "Agreement for Payment In-Lieu of Transient Occupancy Tax" (“PILOT Agreement”), in the form attached hereto as Attachment 1, with the City and cause the PILOT Agreement, which shall run with the land, to be recorded in the official records of the Sonoma County Recorder’s Office (“Official Records”) against the legal parcel comprising the main visitor lodging use.
(o) A condominium unit approved for hotel investment suite use shall not be converted to a condominium for full time residential occupancy or any other type of residential use. (p) Any individual or entity that owns or controls an entity that owns more than one condominium unit approved for hotel investment suite use shall (i) disclose the identity of the condominium units under their ownership to the City and (ii) designate one of the condominium units for hotel investment suite use and the other condominium unit or units shall be used exclusively for visitor lodging use. (q) Condominium units approved for hotel investment suite use that are owned by an individual or entity that owns or controls an entity that owns the legal parcel comprising the main visitor lodging use or operates the visitor lodging use thereon, may only be used for visitor lodging use.
(r) In no event shall the common ownership or control of units approved for hotel investment suite use and the legal parcel comprising the main visitor lodging use effect a merger of parcels under the Subdivision Map Act or the City of Healdsburg Municipal Code.

Notwithstanding the foregoing, if there is common ownership and owner desires to request a merger of parcels, owner may submit an application for such merger to the City for its consideration in accordance with the Subdivision Map Act and City of Healdsburg Municipal Code.
(s) For purposes of these provisions, the term “control” shall mean the retention of more than fifty percent (50%) in the aggregate, directly or indirectly, of the ownership or beneficial interest and retention of full management and control of the day-to-day affairs of the entity or entities, either directly or indirectly through another entity, subject only to certain major events requiring the consent or approval of the other owners of such entity. (t) Prior to the recording of a Final Map applicable to the tentative map (SBDV-0003-2024) approved for Lot 1, the applicant shall prepare and provide to the City for its prior review and approval, which shall not be unreasonably withheld or delayed, a set of covenants, conditions, and restrictions (“CC&Rs”) governing the condominium units within Lot 1, to be recorded in the Official Records concurrently with the filing and recording of the Final Map. The CC&Rs shall address and include, but not be limited to, the following:
i. disclosure of the use restrictions for each condominium unit within Lot 1, as set forth in the Amended and Restated Permitted Use Table included in Resolution No. 2024- ____ approving an amendment to Master Conditional Use Permit (CUP 2017-12.04), specifically including the conditions governing a hotel investment suite use, and a

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form of acknowledgement to be executed by buyers of a condominium unit approved for hotel investment suite use;
ii. Ongoing obligation of the property owner’s association to maintain improvements within the Lot 1 subdivision including, but not limited to, common area landscaping and irrigation, the visitor lodging (i.e. hotel) plaza areas, hotel investment suite areas, storm water quality management plan components;
iii. A requirement that garage spaces shall be maintained and used solely as parking spaces in accordance with the parking plan to be submitted and approved by the City pursuant to the conditions of approval for conditional use permit (CUP-0005-2024) and design review permit (DR-0005-2024) for Lot 1;
iv. A provision stating that the City shall be a third-party beneficiary of the CC&Rs, with the right, but not the obligation, to enforce provisions of the CC&Rs. Any modification of the CC&Rs relating to the design, establishment, maintenance or repair of common areas is subject to the consent of the City, which consent shall not be unreasonably withheld.

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Packet Pg. 497 Attachment: 5. PC Resolution 2024-11- 4th DA Amendment (DA 2018-01.04) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative 4th DA Amendment - Exhibit E, Attachment 1

Record Without Fee
Pursuant to Government Code
Sections 6103 and 27383

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Healdsburg
401 Grove Street
Healdsburg, California 95448
Attention: City Clerk
Space Reserved for Recorder’s Use Only

AGREEMENT FOR PAYMENT IN-LIEU OF TRANSIENT OCCUPANCY TAX This AGREEMENT FOR PAYMENT IN-LIEU OF TRANSIENT OCCUPANCY TAX (“Agreement”) dated as of ____________, 20__ (“Effective Date”), is made and entered into by and between REPLAY HEALDSBURG LLC, a Delaware limited liability company (“Owner”) and the CITY OF HEALDSBURG, a California municipal corporation (“City”). City and Owner may each be referred to as a “Party”, and collectively as the “Parties”.

RECITALS
A. In 2017, Owner submitted applications to the City for the development of a mixed-use project (the “Project”) on approximately 9.59-acres of real property located along Healdsburg Avenue in the City of Healdsburg, Sonoma County, California (the “Project Site”), which Project includes visitor lodging containing 53 guest rooms (“Hotel”); up to 208 residential apartments and condominiums of which forty (40) units shall be for occupancy by lower income households (the "Affordable Housing Units"), thirty (30) units shall be for occupancy by middle income households (the "Middle Income Units"), and not more than one hundred thirtyeight (138) condominium units shall be sold at unrestricted prices (the “Market Rate Units”); fifteen thousand (15,000) square feet of commercial space, inclusive of residential amenities including a swimming pool and fitness center to serve residential units in the Project (“Residential Amenity”); and a 0.78 acre privately owned and maintained open space available for public use and enjoyment (“Park").

B. On January 8, 2019, the City’s Planning Commission adopted Resolution No. 2019-01 recommending that the City Council approve a tentative subdivision map for the Project (“Tentative Map”); adopted Resolution No. 2019-02 approving a Master Conditional Use Permit for the Project (“MCUP”); and adopted Resolution No. 2019-03 recommending that the City Council approve a development agreement for the Project. On April 1, 2019, the City Council adopted Ordinance No. 1184 approving a Development Agreement (“Development Agreement”) that governs, in part, the development of the Hotel and the other components of

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the Project. Collectively, the Tentative Map, MCUP and Development Agreement are referred to herein as the “Project Approvals”.

C. On December 28, 2020, the Final Map of the Mill District, was filed and recorded in the Official Records of the Sonoma County Recorder’s Office (“Official Records”), in Book 817 of Maps and Pages 32-47 (“Final Map”), which created seven (7) lots on the Project Site upon which the Project would be constructed and developed in accordance with the Project Approvals.

D. As material consideration for the long term assurances, vested rights, and other City obligations provided by the Development Agreement and as a material inducement to City to enter into the Development Agreement, the Owner offered and agreed to provide certain public benefits to the City as specified in the Development Agreement, including, among other matters, the generation of transient occupancy tax from the operation of the Hotel.

E. Following the City’s approval of the Project Approvals and Final Map, the residential development authorized by the Project Approvals for Lot 4, Lot 6, and Lot 7, have secured their required Subsequent Approvals, as defined in the Development Agreement, and construction has been completed on Lot 4 and Lot 7.

F. In 2024, Owner submitted applications to modify several components of the Project Approvals applicable to development of the Project on Lot 1, Lot 2, Lot 3, and Lot 5, inclusive of a proposal to modify the configuration of the 53-room Hotel and thus enable Owner to finance the construction of the Hotel on Lot 1.

G. The proposal contemplated that the 53-room Hotel would be reconfigured to retain no less than 53 rooms for visitor lodging, as defined in the City’s Land Use Code, Title 20 of the Healdsburg Municipal Code, of which up to 12 rooms (each a “Hotel Investment Suite”) would be subdivided into separate condominium units and sold as investments for limited personal use by their owners (an “HIS Investor”) to the exclusion of the general public for a portion of time (i.e. up to 90 days per calendar year) and otherwise made available by the HIS Investor to the owner/operator of the Hotel (“Hotel Owner/Operator”) for rental to the general public as visitor lodging.

H. Accordingly, when a Hotel Investment Suite is personally used by the HIS Investor, transient occupancy tax is not being generated or collected for remittance to the City by the Hotel Owner/Operator. At times when the Hotel Investment Suite is being used by the general public as visitor lodging, transient occupancy tax is being generated and collected for remittance to the City.

I. The City’s Land Use Code does not contain a use classification that allows for a Hotel Investment Suite use as part of a Hotel. However, on August 13, 2024, in accordance with Chapter 20.28, Article II Determination of Unspecified Uses, of the Healdsburg Municipal Code, the City’s Planning Commission adopted Resolution No. 2024-___ approving an amendment to the MCUP (CUP 2017-12.04) determining that a Hotel Investment Suite use, as more particularly defined in and subject to several conditions specified in Resolution No. 2024-___, is

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similar to a visitor lodging use and thus may be allowed as a conditionally permitted use as part of a visitor lodging use in the Mixed Use District and the Project.

J. The effectiveness of Resolution No. 2024-___ was made subject to the City Council’s approval of a Fourth Amendment to the Development Agreement (“Fourth Amendment”).

K. On August 27, 2024, the City’s Planning Commission adopted Resolution No. 2024-____ recommending that the City Council approve tentative subdivision map for Lot 1 (SBDV-0003-2024), as well as Resolution No. 2024-____ approving design review (DR-0005- 2024), variance (VAR-0001-2024), and conditional use permit (CUP-0005-2024) applications for Lot 1, subject to City Council approval of the Fourth Amendment.

L. On September 16, 2024, the City Council adopted Resolution No. 2024-____ approving tentative subdivision map for Lot 1 (SBDV-0003-2024), subject to City Council approval of the Fourth Amendment.

M. On October 7, 2024, the City Council approved and adopted Ordinance No.____ approving the Fourth Amendment, which became effective on November 6, 2024.

N. On _________, 202_, the City Council adopted Resolution No. 202_-____ approving the final subdivision map applicable to SBDV-0003-2024 for Lot 1, thereby creating fifteen (15) condominium parcels on Lot 1 as follows: Parcel A for a 41 room visitor lodging use; Parcel B to Parcel M for hotel investment suite use; Parcel N for 8,500 square foot commercial space; and Parcel O for Lot 1 common area.

O. As material consideration for the long term assurances, vested rights, and other City obligations provided by the Fourth Amendment and as a material inducement to City to enter into the Fourth Amendment, the Owner has offered and agreed to provide certain public benefits to the City. As provided in Section 5.8 of the Fourth Amendment, one such public benefit includes Owner’s commitment to execute and enter into this Agreement with City and thereby guarantee City that, on a calendar year basis, the average daily transient occupancy tax generated by a Hotel Investment Suite (the “Average Daily HIS TOT”) will be at least 133% of the average daily transient occupancy tax generated by a visitor lodging unit (the “Average Daily TOT Minimum Guarantee”), and to pay the City on an annual basis the positive difference, if any, between the Average Daily TOT Minimum Guarantee less the Average Daily HIS TOT, times 12, times 365 for that calendar year (the “In-Lieu Payment”).

P. As required and outlined in Resolution No. 2024-____ and in accordance with Section 5.8 of the Fourth Amendment, in order to ensure a Hotel Investment Suite use functions similarly to a visitor lodging use, Owner is required to execute and acknowledge this Agreement with the City and cause the Agreement to be recorded in the Official Records against Parcel A (the “Property”), as more particularly described in Attachment A attached to this Agreement and incorporated herein by this reference.

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Q. Owner and City have agreed to execute and record this Agreement in order to bind Owner and its successors in interest to the In-Lieu Payment obligations, as more particularly set forth in this Agreement, which obligation shall run with the land.

R. The enforcement of the obligations set forth in this Agreement will ensure that the City will not suffer any loss of transient occupancy tax revenues that are used to deliver general governmental services to the Project, therefore benefitting the City, Owner, HIS Investors and their successors in interest.

NOW, THEREFORE, in consideration of the mutual benefits accruing to the Parties, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Owner on behalf of itself and its heirs, executors, successors, assigns and each successor in interest hereby covenants and agrees as follows:

AGREEMENT

1. The term (“Term”) Term of this Agreement shall commence upon the Effective Date and shall remain in full force and effect as long as the Property is improved with and operated as a visitor lodging use.

2. This Agreement shall be recorded in the Official Records within 30 calendar days following the filing of the final subdivision map applicable to SBDV-0003-2024 for Lot 1 and prior to the issuance of any permit for the construction of any improvement on the Property.

Owner hereby represents, warrants and covenants that with the exception of easements of record, absent the written consent of City, this Agreement shall not be recorded behind or otherwise subordinated in priority to any other lien (other than those pertaining to taxes or assessments), encumbrance, or other interest in the Property.

3. Owner hereby acknowledges and understands that the operation of the Hotel on the Property is subject to the requirements of Chapter 3.12 Transient Occupancy Tax of the Healdsburg Municipal Code. Owner shall ensure that each monthly return provided to the tax administrator in accordance with the requirements of Section 3.12.070 of the Healdsburg Municipal Code, separately identifies the total rents charged and received and the amount of tax collected for transient occupancies for each day of each month for each of the 41 visitor lodging units and each of the 12 hotel investment suites.

No later than January 20 of each year following the Effective Date of this Agreement, Owner shall report to the tax administrator and provide a separate calculation of the “Average Daily TOT Minimum Guarantee” for the preceding calendar year which amount shall be the sum of the tax collected for transient occupancies for all 41 visitor lodging units during the preceding calendar year, which sum is multiplied by 1.33, divided by 41, and then divided by 365 in that order to arrive at the Average Daily TOT Minimum Guarantee. In addition, Owner shall report to the tax administrator and provide a separate calculation of the sum of transient occupancy tax collected for all twelve (12) Hotel Investment Suites over that same preceding calendar year period, which sum is divided by 12, and then divided by 365 in that order (the “Average Daily HIS TOT”).

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If the Average Daily HIS TOT is less than the Average Daily TOT Minimum Guarantee, Owner shall pay a sum equal to the Average Daily TOT Minimum Guarantee minus the Average Daily HIS TOT, times 12, times 365 (the “In Lieu Payment”), to the City no later January 30 of each year.

4. The provisions of Section 3.12.080 (Penalties For Failure to Remit Tax When Due), Section 3.12.090 (Failure of Operator to Collect Tax, Adequately Report, Remit Tax or Comply With Audit – Notice and Hearing on Tax Determined), Section 3.12.100 (Appeals From Decisions of Hearing Officer), Section 3.12.110 (Records Required), Section 3.12.140 (Audit Procedures), and Section 3.12.150 (Penalty Provisions) of Chapter 3.12 of Healdsburg Municipal Code, as each section may subsequently be amended, governing tax collected for transient occupancies shall apply with the same force and effect to the In-Lieu Payment required by this Agreement.

The Parties hereby acknowledge that in the event transient occupancy tax is refunded in accordance with Section 3.12.120 of Chapter 3.12 of Healdsburg Municipal Code, within sixty (60) calendar days thereafter the Parties shall reevaluate the returns provided by Owner pursuant to Section 3 of this Agreement and determine the effect of such refund on the calculation of TOT Minimum Guarantee and In-Lieu Payments. Any additional In-Lieu Payment determined to be due to the City or In-Lieu Payment paid is determined to be refunded in whole or in part to Owner, such amount shall be paid by the appropriate party to the other within thirty (30) calendar days of such determination.

5. Owner hereby subjects its interest in the Property to the covenants and restrictions set forth in this Agreement. The Parties hereby declare their express intent that the covenants and restrictions set forth in this Agreement shall be deemed covenants running with the land and shall be binding upon and inure to the benefit of the Owner and City, regardless of any sale, assignment, refinancing, conveyance or transfer of the Hotel or the Property, or any part thereof or interest therein, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly released by City. The Owner’s heirs, administrators, executors, successors in interest, transferees, and assigns including without limitation any purchaser, transferee or lessee of the Property (collectively, the “Successor”) shall be subject to all of the duties and obligations imposed under this Agreement for the full term of this Agreement. If the Property and this Agreement are assigned to and assumed by a Successor, wherever the term “Owner” is used in this Agreement, the term shall mean such Successor.

6. Each and every contract, deed, lease or other instrument affecting or conveying the Hotel or the Property or any part thereof, shall conclusively be held to have been executed, delivered and accepted subject to the covenants, restrictions, duties and obligations set forth herein, regardless of whether such covenants, restrictions, duties and obligations are set forth in such contract, deed, lease or other instrument. If any such contract, deed, lease or other instrument has been executed prior to the Effective Date, Owner hereby covenants to obtain and deliver to City an instrument in recordable form signed by the parties to such contract, deed, lease or other instrument pursuant to which such parties acknowledge and accept this Agreement and agree to be bound by its terms.

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7. Owner agrees for itself and for its Successors that in the event that a court of competent jurisdiction determines that the covenants in this Agreement do not run with the land, such covenants shall be enforced as equitable servitudes against the Property in favor of City.

Without limiting the generality of the foregoing, the Parties hereby declare their understanding and intent that:
(a) The covenants and restrictions contained in this Agreement shall be construed as covenants running with the land pursuant to California Civil Code section 1468 and not as conditions which might result in forfeiture of title by Owner; (b) The burden of the covenants and restrictions set forth in this Agreement touch and concern the Property in that the Owner’s legal interest in the Property and all improvements thereon are rendered less valuable thereby; and
(c) The benefit of the covenants and restrictions set forth in this Agreement touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the visitors to the Hotel and HIS Investors.

8. All covenants and restrictions contained in this Agreement without regard to technical classification or designation shall be binding upon Owner and its Successors for the benefit of the City, and such covenants and restrictions shall run in favor of the City for the Term, without regard to whether the City is an owner of any land or interest therein to which such covenant and restrictions relate.

9. To the fullest extent permitted by law, Owner shall indemnify, defend (with counsel approved by City) and hold City and its elected and appointed officers, officials, employees, agents, consultants, contractors and representatives (collectively, the “Indemnitees”) harmless from and against all liability, loss, cost, expense (including without limitation attorneys’ fees and costs of litigation), claim, demand, action, suit, judicial or administrative proceeding, penalty, deficiency, fine, order, and damage (all of the foregoing collectively “Claims”) arising directly or indirectly from, in whole or in part, as a result of, in connection with, or related to Owner’s obligations under this Agreement. Owner’s indemnity, defense and hold harmless obligations shall not extend to any Claims arising from an Indemnitee’s negligence or willful misconduct.

The provisions of this Section shall survive the expiration or earlier termination of this Agreement.

10. Failure by Owner or its Successors to perform its or their obligations hereunder shall constitute a default under this Agreement and a violation of the Fourth Amendment and Project Approvals as amended. In addition, a failure by Owner or its Successors to perform its or their In Lieu Payment obligations hereunder shall entitle City to any of the following remedies. (a) City may impose penalties and interest for failure to remit In-Lieu Payment when due in accordance with Section 3.12.080 of the Healdsburg Municipal Code (b) City may institute an administrative or legal action to cure, correct or remedy such default, to recover damages for such default or to obtain any other remedy whether at law or in

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equity, consistent with the purpose of this Agreement, the Fourth Amendment and the Project Approvals as amended.

11. Any notice to be given or other document to be delivered by either Party to the other under this Agreement shall be in writing and shall be deemed to have been duly given and received (i) upon personal delivery, (ii) as of the third business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth below, or (iii) the immediately succeeding business day after deposit with Federal Express or other equivalent overnight courier, addressed to the party for whom intended, set forth in this Section. Any Party may from time to time, by written notice to the other, designate a different address which shall be substituted for the one specified below.

If to the City: City of Healdsburg
401 Grove Street
Healdsburg, CA 95448
Attention: City Manager
with a copy to: City of Healdsburg
101 Howard Street, Suite 400
San Francisco, CA 94123
Attention: City Attorney
If to Owner: Replay Healdsburg, LLC
105B Plaza Street
Healdsburg, CA 95448
Attention: Mike McCone
with a copy to: Replay Healdsburg, LLC
c/o CEO of Replay Destinations
745 Thurlow Street, Suite 2150
Vancouver BC V6E OC5

12. This Agreement, including the Recitals and all Attachments, together with the Fourth Amendment and Project Approvals, as amended, contains the entire agreement between the Parties with respect to this Agreement’s subject matter and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. In the event of any express conflict between this Agreement, the Fourth Amendment, and any of the Project Approvals, as amended, the provisions of this Agreement shall control.

13. No alteration, modification, or termination of this Agreement shall be valid unless made in writing and signed by the Parties and recorded in the Official Records.

14. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

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15. This Agreement shall be deemed to be jointly prepared by the Parties, and any ambiguities or uncertainties herein shall not be construed for or against either of the Parties. The words “including,” “included,” “include” and words of similar import shall be not be interpreted as words of exclusion but shall instead be interpreted as though followed by the words “but not limited to” or “without limitation.”

16. The Parties represent and warrant that each has the full right, power and authority to carry out its obligations under this Agreement. The individuals executing this Agreement on behalf of each Party represent and warrant that they have full power and authority to execute and deliver this Agreement on behalf of such party.

17. This Agreement shall not be deemed to create any third-party beneficiary rights for any person or entity.

18. No member, official, employee or agent of City shall be personally liable to Owner or any Successor, in the event of any default or breach by City, or for any amount of money which may become due to Owner or its Successor or for any obligation of City under this Agreement.

19. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of Sonoma County, California or in the Federal District Court for the Northern District of California.

20. If any legal or administrative action is brought to interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs incurred in such action.

21. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

22. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. [Signature Page Follows.]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

CITY:

CITY OF HEALDSBURG,
a California municipal corporation
By: _______________________________
Jeff Kay, City Manager
ATTEST:

Raina Allen, City Clerk
APPROVED AS TO FORM:

Samantha Zutler, City Attorney
OWNER:

REPLAY HEALDSBURG LLC,
a Delaware limited liability company
By:

Name: Mike McCone
Its: Vice President

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EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY [to be attached]

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Packet Pg. 507 Attachment: 5. PC Resolution 2024-11- 4th DA Amendment (DA 2018-01.04) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative PC RESOLUTION NO. 2024-13

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

HEALDSBURG RECOMMENDING THAT THE CITY COUNCIL
APPROVE A TENTATIVE SUBDIVISION MAP (SBDV 0004-2024) FOR LOT 2 OF THE MILL DISTRICT PROJECT
WHEREAS, in early 2019, the City of Healdsburg entered into a Development Agreement with Replay Healdsburg, LLC (“Developer”) governing the development of approximately 9.59 acres of real property located within the Central Healdsburg Avenue Plan ("CHAP") planning area to be comprised of: a hotel containing approximately 53 guest rooms (“Hotel”); up to 208 residential apartments and condominiums of which forty (40) units (the "Affordable Housing Units") shall be deed-restricted, multi-family residential rental units for occupancy by "Lower Income Households"; thirty (30) units (the "Middle Income Units") shall be deed-restricted to "Middle Income Households”; and not more than one hundred thirty-eight (138) condominium units (the “Market Rate Units”) shall be sold at unrestricted prices; fifteen thousand (15,000) square feet of commercial space, inclusive of residential amenities including a swimming pool and fitness center to serve residential units in the Project (“Residential Amenity”); and a 0.78 acre privately owned and maintained open space in the center of the Property for public use and enjoyment (“Park”)(collectively, the "Project").

WHEREAS, on March 11, 2019, the City Council of the City of Healdsburg adopted Resolution No. 42-2019 approving a tentative subdivision map for the Project ; and WHEREAS, effective May 1, 2019, the City and Developer entered into that certain Development Agreement governing the Project pursuant to the authority of Ordinance No. 1184 adopted by the City Council; and
WHEREAS, on April 6, 2020, the City Council adopted Resolution No. 20-2020 approving the Mill District Final Map, accepted the public right of way for Sawmill Circle, South Street and Branch Lane, public right of way on Healdsburg Avenue, public access easements, emergency vehicle access easements and public utility easements for public use, and vacated the existing public utility easements as shown on the Mill District Final Map, subject to improvement; and authorized the City Manager to execute the project subdivision improvement agreement; and WHEREAS, prior to entering approving the Development Agreement and adopting the tentative subdivision map and the Mill District Final Map, the Mill District Project, as described above, was evaluated for consistency with the Central Healdsburg Avenue Plan Final Environmental Impact Report ("CHAP EIR") (State Clearinghouse No. 2012112011) and the City prepared a Certificate of Determination that documents the City’s review of the Project in accordance with CEQA and identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Project’s CEQA compliance: (i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183; (ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and (iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District Project CEQA Determination”); and

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WHEREAS, the Mill District Final Map subdivided the land comprising the Mill District Project into seven (7) parcels, one parcel of which is legally described as Lot 2 of the Final Map of the Mill District, filed December 28, 2020 in Book 817 of Maps at Pages 32-47of Official Records, County of Sonoma, State of California (APN 002-870-003), Instrument No. 2020- 124351; and
WHEREAS, Developer has submitted applications to the City seeking approval of amendments to previously approved entitlements for the Mill District Project consisting of the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04), plus new Tentative Maps SBDV 0004-2024 (Lot 2); SBDV 0005-2024 (Lot 3); SBDV 0003-2024 (Lot 1); SBDV 0002-2024 (Lot 5) that reflect revised residential unit counts for said lots; and
WHEREAS, the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04) increase the number of residential units permitted on Lot 2 from 55 units to 62 units; and WHEREAS, at a properly noticed public hearing on August 13, 2024, the Planning Commission reviewed written and oral staff reports, conducted a public hearing, received testimony and all pertinent documents and information into the record related to the Fourth Amendment to the Development Agreement (DA 2018-01.04), Master Conditional Use Permit amendment (CUP 2017-12.04), and Tentative Map Application SBDV 0004-2024.

NOW THEREFORE BE IT RESOLVED that the Healdsburg Planning Commission, prior to making a recommendation to the City Council on the proposed Tentative Map Application SBDV 0004-2024, determined that any environmental impacts related to the Mill District Project have been reviewed and considered in accordance with the provisions of the California Environmental Quality Act. The environmental review for the Mill District project ("Project") relied upon the certified EIR for the Central Healdsburg Avenue Plan ("CHAP EIR") which was prepared pursuant to the California Environmental Quality Act (Pub. Res. Code § 21000, et seq.) ("CEQA"), and certified by the Healdsburg City Council on January 21, 2014 (State Clearinghouse No. 2012112011). In 2019, the Project was evaluated for consistency with the CHAP EIR as part of City approvals for a Tentative Map, Master Conditional Use Permit, Heritage Tree Removal Permit, and Historic Demolition Permit. The City identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Mill District Project’s CEQA compliance:
(i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183;
(ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and
(iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District CEQA Determination”).

The Mill District CEQA Determination continues to provide a basis for the CEQA compliance for Tentative Map Application SBDV 0004-2024 and the revised tentative map and circumstances under which the revisions are undertaken do not require the preparation of a subsequent EIR or supplemental EIR pursuant to CEQA Guidelines Section 15162 or 15163, respectively.

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BE IT FURTHER RESOLVED that the Healdsburg Planning Commission recommends that the City Council approve Tentative Map Application SBDV 0004-2024 as shown on Exhibit A and subject to the Conditions of Approval attached hereto as Exhibit B incorporated herein by this reference based on the facts and findings as set forth below:

A. The proposed map and its design and improvements are consistent with the general plan and any applicable specific plan.

Tentative Map Application SBDV 0004-2024 for Lot 2 of the Final Map of the Mill District identifies one parcel with 62 residential condominium units and one common area parcel. The tentative map is consistent with the intent of the Mixed Use land use classification in the Healdsburg 2030 General Plan and the Central Healdsburg Avenue Plan ("CHAP"). The subdivision will allow for a condominium plan to establish separate ownership of the 62 residential units that are planned for Lot 2. Prior to recordation of the final map, a design review permit for Lot 2 must be approved by the Planning Commission and the final map must be consistent with that approval.

B. The site is physically suitable for the type and proposed density of development.

Lot 2 of the Final Map of the Mill District is 1.35 acres in size and designated for multi-family residential development by the Mill District Project entitlements. The Developer has submitted a Site Capacity Study that demonstrates that the site can accommodate the proposed density of development of 46 units per acre.

C. The design of the subdivision and the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat.

The Project would have no impact on fish or wildlife or their habitat. The Project will be required to comply with all relevant mitigation measures of the Mitigation Monitoring and Reporting Program for the Mill District Project, as set forth in the Mill District Project CEQA Determination and adopted by the City Council.

D. The design of the subdivision and the type of improvements are not likely to cause serious public health problems.

The Environmental Checklist for the Mill District Project and the CHAP EIR evaluate potential impacts to public health including air quality impacts, noise impacts, hazards and hazardous materials, and wildfire. These analyses concluded that the Mill District Project will not result in public health hazards.

E. The design of the subdivision and the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision.

There are no public easements through Lot 2 of the Final Map of the Mill District and thus no possible conflict caused by the design of the improvements.

F. Unless otherwise provided by the Subdivision Map Act, the design of the subdivision provides, to the extent feasible, for future passive or natural heating or cooling opportunities in the subdivision.

The design of the subdivision provides for solar access and allows for passive or natural heating and cooling opportunities.

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BE IT FURTHER RESOLVED, that the Healdsburg Planning Commission recommends that Tentative Map SBDV 0004-2024 should be subject to all applicable mitigation measures in the Mill District Project CEQA Certificate of Determination attached hereto as Exhibit C; and
DULY AND REGULARLY ADOPTED by the Healdsburg Planning Commission on the 13th day of August 2024, by the following vote:

AYES: Luks, McKay, Barber, Gerlach, Pearlman, Wood
NOES: None
ABSENT: Hunt
ABSTAIN: None
APPROVED: ATTEST:
____________________________ _____________________________ Phil Luks, CHAIR Scott M. Duiven, SECRETARY
EXHIBITS:

A. Lot 2 Tentative Map (SBDV 0004-2024)
B. Conditions of Approval
C. Mill District CEQA Certificate of Determination

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EXHIBIT A
MILL DISTRICT LOT 2 TENTATIVE MAP
PC Resolution No. 2024-13 5 of 11

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Packet Pg. 512 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) © ● TE L (707) 542-6451 FA X (707) 542-5212 15 TH I RD STR EE T , SAN TA RO SA, CA 95401 CI VI L EN G I NE E R S UR BAN PLA NN ER S LAN D SU R V EY O R S LA N D SCAP E ARC H ITECT S

VICINITY MAP
NTS
NORTH
LEGEND

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EXHIBIT B

CONDITIONS OF APPROVAL
Mill District Project
Tentative Subdivision Map Application SBDV 0004-2024
Lot 2 of the Final Map of the Mill District
(APN: 002-870-003)
The following conditions are recommended by the Planning Commission for the City Council's consideration in conjunction with Tentative Map Application SBDV 0004-2024 for Lot 2 of the Final Map of the Mill District ("Project"). Conditions that are carried forward from the City Council's approval of Tentative Subdivision Map TM 2017-01 for the Mill District Project are shown in italicized text.

General

1. This specific approval is limited to the Tentative Subdivision Map SBDV 0004-2024 and is not intended to serve as an approval of the overall project description that was submitted with the tentative map application.

2. This Tentative Map approval shall become effective concurrent with the effective date of an ordinance adopted by the City Council approving the Fourth Amendment to the Development Agreement (DA 2018-

01.04) which identifies 62 residential units for future development on Lot 2.

3. This approval is based upon all conditions of approval set forth herein, including mitigation measures and specified plans and agreements included by reference, as well as all applicable City rules and regulations.

Any deviations from the conditions must be reviewed and approved by the City for conformity with this approval. Deviations may require approved changes to these approvals and/or further environmental review.

Deviations without the above-described approval will constitute a violation of permit approval.

4. Except as specifically authorized in these conditions of approval, the grading, development, use, and maintenance of the property; the size, shape, arrangement, and location of the structures, parking areas and landscape areas; and the protection and preservation of resources shall be subject to Planning Commission approval and shall conform to the conditions of approval below. The property and any portions thereof shall be sold, leased or financed in compliance with the conditions of approval thereto, including all related covenants and agreements. All plans and agreements (such as landscape maintenance plans) required pursuant to these conditions of approval must be submitted for review and approval and shall be implemented as approved by the City.

5. The use and/or construction of any structures or improvements authorized by this approval shall not commence until all necessary planning and building permits pertaining to the use or construction in question are obtained. Before any grading or building permit will be issued by the city, the Owner/Applicant must obtain written clearance from all departments having conditions; such clearance shall indicate that the Owner/Applicant has satisfied all pre-construction conditions.

6. The Owner/Applicant's acceptance of this permit and/or commencement of use, construction and/or operations under this approval shall be deemed acceptance of all conditions of this approval by the Owner/Applicant.

7. All site and Project development must occur in conformance with the previously-certified Central Healdsburg Avenue Plan Environmental Impact Report (CHAP EIR) identified for the approval of Mill District Project land use application numbers TM 2017-01, DA 2018-01, CUP 2017-12, MISC 2017-01 and HT 2017-02 (together, the "Project Approvals", and the adopted Mill District Project Certificate of Determination and

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the Mitigation Monitoring and Reporting Program for the Project that is attached thereto (the "Project MMRP").

8. The Owner/Applicant shall follow all recommendations of the following Technical Appendices attached to the Mill District Environmental Checklist:
• Mill District Air Quality and Greenhouse Gas Assessment, prepared by Illingworth and Rodkin, Inc., dated April 17, 2018, as amended on November 8, 2018. • Biological Technical Memorandum for the Mill District Project, prepared by WRA Environmental Consultants, dated December 10, 2018.
• Traffic Impact Study for the Mill District and Addendum, prepared by W-Trans, dated March 1, 2018, as amended on December 11, 2018.
• Historic Resource Evaluation of the Property Located at 146 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 16, 2017. • Historic Resource Evaluation of the Property Located at 164 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 27, 2017. • Mill District Environmental Noise and Vibration Assessment, prepared by Illingworth & Rodkin, dated March 21, 2018, as amended on August 3, 2018 and December 7, 2018. • Mill District Tree Survey and Protection Plan, prepared by WRA Environmental Consultants, dated August 3, 2018.

9. The Owner/Applicant shall ensure that potential contractors are aware of City requirements. The Owner/Applicant shall notify all contractors and subcontractors in writing of the site rules, restrictions, and Conditions of Approval and submit a copy of the notice to the Planning Department.

10. All construction-related vehicles, equipment staging, and storage areas shall be located onsite and outside of the road and highway right of way, unless otherwise agreed to by the Director of Public Works. The Owner/Applicant shall provide all construction personnel with a written notice of this requirement and a description of approved parking, staging and storage areas. The notice shall also include the name and phone number of the Owner/Applicant's designee responsible for enforcement of this restriction. Designated construction personnel parking, equipment staging, and storage areas shall be depicted on Project plans submitted for building permit applications. All City Department comments on the Project are required to be met to the Department's satisfaction.

11. The Owner/Applicant shall defend, indemnify and hold harmless the City or its agents or officers and employees from any claim, action or proceeding against the City or its agents, officer or employees, to attack, set aside, void, or annul, in whole or in part, the City's approval of this Project, except as to any claim action or proceeding submitted or initiated by Owner/Applicant. Such defense shall be in accordance with Section

6.6 of the Development Agreement for the project, (the "Development Agreement") that was approved by the City Council on April 1, 2019.

12. This approval does not confer legal status on any existing structure(s) or use(s) on the property unless specifically authorized by this approval.

13. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's commitment that all diesel-powered portable equipment on the Project site will meet EPA particulate emissions standards for Tier 4 engines or the equivalent for construction of the Project.

14. During any grading or construction activities on the site, the contractor shall implement the following best management practices that are required of all projects:

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(a) All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day.
(b) All haul trucks transporting soil, sand, or other loose material off-site shall be covered. (c) All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited. (d) All vehicle speeds on unpaved roads shall be limited to 15 miles per hour (mph). (e) All roadways, driveways, and sidewalks shall be paved in a timely manner with no undue delay.

Building pads shall be laid immediately after grading unless seeding or soil binders are used. (f) Idling time of construction equipment shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations (CCR))> Clear signage shall be provided for construction workers at all access points. (g) All construction equipment shall be maintained and properly tuned in accordance with manufacturer's specifications. All equipment shall be checked by a certified mechanic and determined to be running in property condition prior to operation. (h) Prior to issuance of a grading permit, the property owner shall post a publicly visible sign with the telephone number and person to contact at the Planning Department regarding dust complaints.

This person shall respond and take corrective action within 48 hours. The Air District's phone number shall also be visible to ensure compliance with applicable regulations.

15. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's assurance that there shall be no pile driving on site.

16. The Final Map shall be filed within two years from the date of approval of the tentative map or an extension of time shall be requested prior to the expiration date.

17. Prior to recordation of the Final Map and subject to City approval as to form and content, the Owner/Applicant shall include all of the mitigation measures and conditions of approval associated with or required by this Project approval on a separate informational sheet(s) to be recorded with the Final Map.

All applicable conditions and mitigation measures for the Project shall be printed on grading and/or building plans.

18. If the Tentative Map is proposed to be revised, including revisions to these conditions of approval, the revisions shall be approved pursuant to and in accordance with Chapter 17.04 of the Healdsburg Municipal Code.

19. This approval is subject to the terms and conditions of the Development Agreement. If any of these conditions of approval is in conflict, or is inconsistent, with any term or conditions of the Development Agreement for this Project, then the Development Agreement shall control.

20. Condominiums consistent with the Subdivision Map Act and Healdsburg Municipal Code Chapter 17.04 may be permitted on each parcel as set forth in the “Permitted Use Table” included in the conditions of approval for Conditional Use Permit CUP 2017-12 and as may be modified by subsequent approvals, provided that the total number of residential units shall not exceed 208, the market units shall not exceed 146, the number of hotel rooms shall not exceed 53, the amount of commercial space shall not exceed 15,000 square feet, and the privately owned, publicly accessible park shall be no less than 0.78 acre.

Community Development Department

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21. The Final Map submitted for review and approval by the City shall be substantially consistent with Tentative Subdivision Map SBDV 0004-2024.

22. Prior to City Council approval of the Final Map, the Owner/Applicant shall submit a Design Review Permit application and applications for any other necessary planning permits for development on Lot 2 and receive Planning Commission approval of said applications. The Final Map shall not be submitted to the City Council for action unless said Design Review permit is approved by the Planning Commission and all appeal periods have been exhausted. The Final Map shall be subject to and consistent with all applicable conditions of the Design Review approval for Lot 2.

23. Prior to City Council approval of the Final Map, the Owner/Applicant shall submit to the City any related modifications to the covenants, conditions, and restrictions (CC&Rs) for the Project that are necessary to ensure conformity with Planning & Building Department Condition #5 for approval of Tentative Map 2017-

01. The updated CC&Rs shall be subject to prior review and approval of the City Attorney.

24. Design review for all twenty-nine (29) Middle Income Units to be constructed on Lot 3 shall be prepared and approved by the City and the building permit for construction of all twenty-nine (29) Middle Income Units on Lot 3 must be issued and all required fees must have been paid by Developer, before or concurrently with the issuance of a building permit for the development and construction of any portion of the sixty-two (62) Market Rate Units on Lot 2.

25. The construction of all twenty-nine (29) Middle Income Units on Lot 3 must be completed and permitted for use and occupancy and available for sale or lease to Middle Income Households before or concurrently with the City’s issuance of a certificate of occupancy for the first Market Rate Unit on Lot 2.

Public Works

26. Fees
a. Public Works engineering and inspection fees for Improvement Plan and Final Map review shall be due and payable at the time of making the first submittal in connection with the Improvement Plans or the Final Map, as applicable.
b. All Public Works Department impact fees shall be due and payable at the time of issuance of building permit(s) for the improvements to which they are applicable, unless otherwise authorized by the City.

27. Final Map
a. The Final Map shall be prepared in accordance with the State Subdivision Map Act, the City's Subdivision Ordinance and City's Public Works Standard Specifications and Details. All parcel or lot boundary dimensions and bearings shall be shown on the Final Map with all parcel or lot corners delineated by durable monument.

28. Dedications
a. The project is responsible for dedicating all necessary right of way and public easements either on the final map, or via separate easement deed documents, as determined by the City Engineer. The applicant is responsible for preparing all dedication documents.
b. Vacate any unnecessary easements on the final map, as determined by the City Engineer and/or Utilities Director.
c. Prior to approval, the final map requires technical review and approval by the City's contract land surveyor.

29. Low Impact Development/SWPPP

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a. The project shall be designed and constructed in accordance with the City's low impact development regulations.
b. Final, construction level, low impact development storm water calculations and plans are required with the submittal of the building permit application construction documents, for both the on-site and off-site areas. This shall include the final SWLID determined worksheet, signed by the applicant. c. Any trash areas shall be enclosed, covered, plumbed to the sewer and shall not allow stormwater run-on or run-off into/away from the enclosure area.

30. Interior Streets and Parking
a. An encroachment permit from the Public Works Department shall be required for any work done within the public right-of-way, public easement or on public utility.

31. Utilities
a. The Applicant shall submit domestic water use demands with submittal of construction drawings to determine the necessary water service and meter sizes.
b. Individual water meters and utility accounts are required for all condominium and common parcels.

32. Miscellaneous
a. Landscaping and irrigation shall be designed and constructed in accordance with the City’s water efficiency requirements. The applicant shall submit Water Efficiency Landscape Ordinance calculations with the landscape plans submitted as part of the on-site improvements and construction drawings submitted with building permits.
b. Prior to issuance of any construction permits, the applicant shall submit an application for a Final Map, obtain City Council approval of the Final Map, and the Final Map shall be filed with the County Recorder’s Office.

Community Services

33. The Project will be subject to requirements for park and recreational land as set forth in Chapter

17.04(Subdivisions), Article VIII (Park and Recreational Land) of the Healdsburg Municipal Code. This Project shall meet the requirements as provided in the Development Agreement.

Fire Department

34. Fire Code: All buildings shall be subject to fire code requirements.

35. Fire Flow: The minimum fire flow and flow duration for buildings other than one- and two-family dwellings shall be as specified in Table B105.1(2). A reduction in required fire flow of up to 50 percent, as approved is allowed when the building is provided with an approved automatic sprinkler system installed in accordance with other sections of this code. the resulting fire flow shall not be less than 1500 gallons per minute for the prescribed duration as specified in Table B105.1.City Ordinance 1157, Section.B105.2

36. Fire Hydrant: Where a portion of the facility or building hereafter constructed or moved into or within the jurisdiction is more than 250 feet from a hydrant on a fire apparatus access road, as measured by the approved route around the exterior of the facility or building, on-site fire hydrants and fire mains shall be provided where required by the Fire Code Official. City Ordinance 1157, 507.5.1

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37. Fire Hydrant: Fire hydrants shall be located within 100 feet of the FDC, or as approved by the fire code official. City Ordinance 1157, Table C102.1 Footnote g

38. FDC Location: With respect to hydrants, driveways, buildings and landscaping, fire department connections shall be so located that fire apparatus and hose connected to supply the system will not obstruct access to the buildings for other fire apparatus. The location of the fire department connections shall be within 100 feet of a fire hydrant or approved by the fire code official (Also see Section 507.5.1.1). City Ordinance 1157, CFC 912.2

39. Signs: Where required by the fire code official, fire apparatus roads shall be marked with permanent NO PARKING-FIRE LANE signs complying with Figure D103.6 and Fire Prevention Standard No. 3. Signs shall have a minimum dimension of 12 inches (305 mm) wide by 18 inches (457 mm) high and have red letters on a white reflective background. Signs shall be posted on one or both sides of the fire apparatus road as required by Section D103.6, City Ordinance 1157, Sec. CFC 503.3, Fire Prevention Standard No. 3 Electric Department

40. Public utility easements (PUE) are required along the street frontages and at various locations within the development. At a minimum Developer will plan for and provide a 5-foot PUE back of sidewalk on the south and west sides of the planned interior streets. Additional PUEs will be required for necessary electrical equipment. The back two feet of the sidewalk may be used for the dry-utility trench, but additional space is needed behind sidewalk, outside of the normal pedestrian and ADA pathway for utility boxes and fixtures.

Placing utility boxes in the sidewalk should be avoided.

SMART

41. The Owner/Applicant shall comply with all requirements of Sonoma Marin Area Rail Transit (SMART), as detailed in the attached letter to the City of Healdsburg from SMART, dated August 17, 2017.

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CERTIFICATE OF DETERMINATION/COMMUNITY PLAN EVALUATION,

ADDENDUM, AND PROGRAM EIR
Project Description
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is located two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout. The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

The project is the redevelopment of an area designated for mixed-use development in the Central Healdsburg Avenue Plan (CHAP). As shown on the site plan, 188 units of multi-family housing are proposed; of those, 140 will be “market rate” and 48 will be deed-restricted, single-occupancy rental units targeted for affordability for households with very low and/or low income, as defined by the State of California.

In addition to housing, the project includes development of a 53-room hotel, 15,000 square feet of commercial uses in multiple buildings, public plaza spaces, two new public streets, a common amenity building with food and beverage service, a fitness facility and a pool; public open space; and associated landscaping. Maintenance structures, parking and bicycle racks, and a transit connection to the proposed multi-use path connecting to the SMART rail station would also be provided.

Hotel. The hotel would provide 53 guest rooms, 5,443 square feet of lobby and public space, and 8,500 square feet of commercial space that will be leased to individual tenants. Hotel parking and hotel support services would be accessed by a ramp at the east end of the building and provided at basement level using a stacked parking system and loading docks, respectively. Fitness and pool amenities will be provided through shared access to the nearby residential amenity facility. The hotel will provide breakfast service for guests as well as room service but will not include a full-service restaurant.

The architecture of the hotel complex and courtyard would respect the former industrial character of the Nu Forest Products lumber mill site. It will combine contemporary forms and building systems with industrial finishes and elements such as exposed industrial light gauge steel, post-and-beam construction, and rough-sawn finishes. A dust collector and other components repurposed from the mill would add to the design and articulate an architecture that is rooted in the past, as well as revitalized and looking forward. Large interior spaces with window walls that open up to outdoor pedestrian plazas would facilitate flexible use of the more public spaces.

Commercial Uses. The three-story commercial, retail, and residential building at the edge of the Redwood Grove (Building A) would provide ground floor commercial and restrooms for the park, in

EXHIBIT C

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Other commercial buildings on-site would include a single purpose tavern building located adjacent to a community garden and orchard, a landscape workshop, storage and recycling/composting center, a pool house with fitness equipment and mechanical equipment for the pool, and a small gazebo in the park. • Open Space. The project will provide the following privately owned common areas with public access:
- Open Space Park—The 1.01-acre park would feature a passive-use lawn area against the backdrop of a grove of heritage Redwood trees, meandering pedestrian walkways and benches milled on-site by the former occupant, Nu Forest Products. - Adventure Play Area—This area would feature natural boulders and re-purposed/salvaged tree trunks for free-form play and climbing/bouldering.
- The Tavern Terrace—A commercial/retail space with an open-air terrace and turf open space with westward orientation.
- Gardener’s Shed & Community Garden—A community garden and display of seasonal herbs and vegetables and an accessory structure for gardening equipment and storage. - Hotel Plaza—The plaza area on both sides of Mill Circle would support the commercial, retail and hospitality functions of the mixed-use development. Uses within the plaza would include pedestrian circulation, public gathering and seating, outdoor dining and patio areas, minor retail display, artwork display, hotel guest drop-off and valet, service access and landscaped areas.

Landscaping
The proposed plant palette for the landscape is drought-tolerant, climate-adapted, and appropriate for the Mediterranean-like climate of the City and the region. The project will comply with the City’s Water Efficient Landscaping Ordinance pursuant to Land Use Code Section 20.16.105.

An existing and towering stand of redwood trees would be preserved and provide backdrop to the publicly accessible open space and scale to the project as viewed from Healdsburg Avenue.

Large, canopied, deciduous shade trees will line the street on both sides to provide visual and spatial integration between buildings and the street corridor. Along the internal streets, a generous landscape planting area separates the pedestrian walkway from the street and provides an enhanced pedestrian experience. Flowering species and citrus trees will provide visual accents throughout the proposed development.

CEQA Determination
The project is exempt from further environmental review per Section 15183 of the California Environmental Quality Act (CEQA) Guidelines and California Public Resources Code Section 21083.3.

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• The project is eligible for environmental review in the form of an addendum pursuant to CEQA Section 21166 and CEQA Guidelines Sections 15162 and 15164. • The project is within the scope of the CHAP, which was covered by a Program EIR, and as such no new environmental document is required pursuant to CEQA Guidelines Sections 15162 and 15168.

Determination
I do hereby certify that the above determination has been made pursuant to State and Local requirements.

Project Approval
The following discretionary approvals are expected to be necessary from the City:
• Tentative Subdivision Map
• Condominium Tentative Map
• Conditional Use Permit (CUP) for (1) mixed-use residential and (2) visitor lodging (hotel) uses in the MU district
• Any further CUPs that may be necessary for individual commercial tenants of the property • Heritage Tree Removal
• Historic Demolition Permit
• Density Bonus
• Design Review for each phase of the development
• Housing Allocations under Healdsburg’s Growth Management Ordinance (GMO) • Subdivision Improvement Agreement
In addition, the project would require ministerial approvals, including issuance of grading and building permits from the City of Healdsburg.

Community Plan Evaluation Overview
California Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183 provide that projects that are consistent with the development density established by existing zoning, community plan or general plan policies for which an Environmental Impact Report (EIR) was certified, shall not be subject to additional environmental review except as might be necessary to examine whether there are

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CEQA Section 15183 applies to the project since the project meets all of the following conditions. (d)(1)(A) The project is consistent with a community plan adopted as part of a general plan.

The project is consistent with the CHAP, a comprehensive, long-term planning document for the project site and the surrounding area that was incorporated into the General Plan. The project will implement a number of the goals and policies of the CHAP, and, in accordance with the General Plan, the CHAP shall be used to guide land use and development decisions through the application of its standards and design guidelines.

The CHAP applies to an area of approximately 71.5 acres in Central Healdsburg, generally located south of Mill Street between US Highway 101 to the west and the Russian River to the east. The CHAP provides for a mix of land uses to meet its objectives, designating 21.9 acres Mixed Use, 8.3 acres Residential, and 8.7 acres Industrial. The proposed development would provide 188 units, which (net of units awarded as a density bonus) is within the density permitted by the CHAP.1 (d)(1)(B) The project is also consistent with a zoning action which zoned or designated the parcel on which the project would be located to accommodate a particular density of development.

Concurrently with adoption of the CHAP, the City rezoned the majority of the project site from Industrial (I) to Mixed Use (MU), with the result that the entire project site was designated MU. The project (net of units awarded as a density bonus) is consistent with the density of 16 du/ac specified for MU zoning districts in the Zoning Code.
1 The CHAP and the CHAP EIR analyzed a “most intensive” scenario that would result in 314 dwelling units with other uses in the buildout of the plan area; however, the “most intensive” scenario was intended to represent the highest-intensity use of infrastructure and highest level of environmental impacts from any mix of uses, not to represent the maximum number of residential units permitted on the project site. The number of residential units permitted on the project site is determined by the MU designation, which is 16 du/ac.

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Packet Pg. 523 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 5 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com (d)(2) An EIR was certified by the lead agency for the zoning action, the community plan, or the general plan.

The CHAP EIR was certified by the City on January 21, 2014, at which time the majority of the project site was rezoned such that the entire site was designated Mixed Use (MU).

Addendum Overview
Public Resources Code Section 21166 and CEQA Guidelines Section 15164 state that an addendum to a certified EIR is allowed when minor changes or additions are necessary and none of the conditions for preparation of a subsequent EIR or Negative Declaration pursuant to Section 15162 are satisfied.

The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed project would cause significant environmental impacts. Therefore, no supplemental environmental review is required, and the Environmental Checklist serves as an addendum to the CHAP EIR in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164.

Program EIR Overview
Pursuant to CEQA Guidelines Section 15168 (Program EIRs), the CHAP EIR can be used as a Program EIR in support of streamlining and/or tiering provisions under CEQA. CEQA Guidelines Section 15168 defines a “program EIR” as one prepared on a series of actions that can be characterized as one large project and are related geographically and by other shared characteristics. Section 15168 continues that “subsequent activities in the program EIR must be examined in the light of the program EIR to determine whether an additional environmental document must be prepared.” If the agency finds that pursuant to CEQA Guidelines Section 15162, no new effects could occur and no new mitigation measures would be required, the agency can approve the activity as being within the scope of the project covered by the program EIR and no new environmental document is required.

As discussed above, the Environmental Checklist was prepared for the currently proposed project. The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified CHAP EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed

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Packet Pg. 524 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 6 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com project would cause significant environmental impacts. Therefore, no supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15168, as the project is within the scope of the activities contemplated by the CHAP EIR.

Project Setting
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout.

The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

Potential Environmental Effects
The CHAP EIR found significant and unavoidable impacts from future development in the Plan area to cultural resources. Project-level analysis determined that no new or more severe impacts would occur as a result of this project and no new mitigation would be required.

The CHAP EIR included discussion of cumulative impacts, which are summarized in the Community Plan Exemption (CPE) checklist2 prepared for the project, in each topical section. As discussed, the project would not result in any new cumulative impacts that were not already evaluated and disclosed in the CHAP EIR, nor would it result in any cumulatively considerable contribution to any cumulative impact.

The analysis concluded that there are several mitigation measures (MM) identified in the CHAP EIR that are relevant to the project. The relevant measures have been identified in Table 1 and are listed here for reference:
• MMs AQ-4a and 4b
• MMs BR-1a and BR-1b
• MMs CR-1a to CR-1f; CR-2 and CR-3
• MM HHM-3
• MMs HWQ-2 and HWQ-3
• MM NO-1, NO-2b, NO-3
• MMs TR-1; TR-C1-a; TR-C1-b
Table 1 lists the mitigation measures identified in the CHAP EIR and states whether each measure would apply to the proposed project.
2 The CPE Checklist is available for review at the Planning Department, 435 Allan Court, Healdsburg, CA, in the Case File for TM 2017-01, CUP 2017-12, MISC 2017-01, and HT 2017-02.

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Packet Pg. 525 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 7 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1: Mill District CHAP EIR Mitigation Measures
Mitigation Measure Applicability Compliance3
A. Air Quality
AQ-4a: Mitigation Measures for New
Sensitive Receptors Located near US
101
Applicable: The project would
include the development of sensitive
land uses within 450 feet of US 101.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that the level of
cancer risk or PM2.5 exposure would
be below applicable thresholds and
impacts would be less than
significant.

AQ-4b: New Sources of TACs Located
near Sensitive Receptors
Applicable: The project site would
include new sources of TACs near
sensitive receptors.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that these sources
would not cause significant cancer
risk or PM2.5 concentrations.

B. Biological Resources
BR-1a: Protect Special-status Birds
and Migratory Passerines and
Raptors during Construction
Applicable: Implementation of the
proposed project could negatively
impact special-status species,
migratory birds, or raptors.

The project sponsor has agreed to
conduct preconstruction surveys for
special-status species (see
Mitigation Measure BR-1a).

BR-1b: Protect Special-status Bats
during Building Demolition and Tree
Removal
Applicable: The project includes
building demolition.

The project sponsor has agreed to
survey buildings proposed for
demolition for the presence of
roosting bats or evidence of bats
(see Mitigation Measure BR-1b).

BR-1c: Protect Special-status Aquatic
Species
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1d: Protect Western Pond Turtle Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1e: Protect Yellow-legged Frog Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-2: Protect or Compensate for
Loss of Riparian Vegetation
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
3 Please see the Mitigation Monitoring and Reporting Program for the project, attached hereto as Appendix A.

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Packet Pg. 526 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 8 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
BR-3: Protect Wetlands and Waters Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
C. Cultural Resources
CR-1a: Avoid or Reduce Impacts to
Currently Unknown Archaeological
Resources
Applicable: Implementation of the
proposed project could disturb
existing unidentified archaeological
resources.

The project sponsor has conducted
an archaeological record search and
site survey study to provide project
guidance. The City also conducted
outreach to Native American tribes
in accordance with Assembly Bill 52.

In accordance with Mitigation
Measure CR-1a, a qualified
archaeologist will monitor all ground
disturbing activities to ensure that
any resources encountered are
protected/treated in accordance
with established procedures. (See
Mitigation Measure CR-1a).

CR-1b: Update 1983 Historic
Property Survey and Complete
Eligibility Determinations
Applicable: The current 1983
historic property survey does not
account for all structures and
districts that are historically
significant at the local, state, and
federal levels.

Completed. The project sponsor
conducted further evaluation of the
buildings/structures that could be
impacted by implementation of the
Mill District Project.

CR-1c: Amend Municipal Code

20.12.100
Applicable: The proposed project
could be located near undesignated
historically significant sites.

In accordance with Municipal
Ordinance 20.28 Article VII, the City
will amend section 20.12.100 of the
Municipal Code to include in the list
of designated historic structures,
buildings/structures that are
determined eligible (see Mitigation
Measure CR-1c).

CR-1d: Implement Healdsburg 2030
General Plan Policies
Applicable: The proposed project
could be located near undesignated
historically significant sites.

The City will continue to implement
General Plan policies HCR-A-2 and
HCR-A-3, supporting property
owners in seeking local historic
designation, and their efforts to
preserve and renovate historically
significant structures (see Mitigation
Measure CR-1d).

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Packet Pg. 527 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 9 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
CR-1e: Revise Plan Area
Development Standards and Design
Guidelines
Not Applicable: Implementation of
the proposed project would not
result in modifications to any
identified existing historic resources,
as defined in CEQA Guidelines
section 15064.5(b)(3).

Not Applicable
CR-1f: Recordation of Historical
Resources Prior to Demolition or
Removal
Applicable: Implementation of the
proposed project could disturb
existing unidentified cultural
resources.

The City will impose conditions of
approval to ensure that, prior to
demolition, the project sponsor will
conduct as-built surveys and prepare
drawings to support future exhibits,
research, etc. (See Mitigation
Measure CR-1f).

CR-2: Evaluation and Treatment of
Paleontological Resources
Applicable: Implementation of the
proposed project could result in the
disturbance of paleontological
resources (e.g., vertebrate bones,
teeth, or abundant and wellpreserved invertebrates or plants) during construction activities.

In the event of disturbance of
paleontological resources, the
project sponsor has agreed to follow
the procedures outlined in
Mitigation Measure CR-2.

CR-3: Protection of Human Remains
Encountered During Construction
Applicable: Implementation of the
proposed project could result in the
encounter and disturbance of
human remains during construction
activities.

In the event of discovery or
recognition of any human remains,
the project sponsor has agreed to
follow the procedures outlined in
Mitigation Measure CR-3.

D. Geology, Soils, & Mineral Resource
None Not Applicable Not Applicable
E. Greenhouse Gases
None Not Applicable Not Applicable
F. Hazards and Hazardous Materials
HHM-3: Protect against Hazards
from Soil or Groundwater
Contamination
Applicable: The project site would
be located on a moderate or high
risk environmental case site or on a
contiguous property of a moderate
or high risk site.

The project sponsor has agreed to
have an investigation performed of
soil, and, if encountered,
groundwater, prior to construction,
to determine the presence or
absence of contamination (see
Mitigation Measure HHM-3).

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Packet Pg. 528 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 10 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
G. Hydrology and Water Quality
HWQ-2: Prepare and Implement
Master Drainage Plan
Applicable: The project site would
be located within the CHAP.

Completed. The City has already
implemented this mitigation with the
preparation of a Storm Drainage
Master Plan in March 2017, which can
be found in Appendix H (GHD 2017.)
The City reviews the design of all
proposed projects within the CHAP
area to ensure compliance with the
applicable recommendations in the
Master Drainage Plan (as well as other
applicable requirements such as those
set forth in the SWPPP and the City’s
MS4 Permit), with the result that new
development will not increase peak
flows above the maximum capacity of
the pipes and other storm drain
system components serving the CHAP
area.

HWQ-3: Groundwater Management Applicable: The project would include activities and the use of
materials that could potentially
contaminate sources of water in the
project vicinity.

The project sponsor has agreed to
implement dewatering management
procedures (see Mitigation Measure
HWQ-3).

H. Land Use, Population, and Housing
None Not Applicable Not Applicable
I. Noise
NO-1: Noise and Land Use
Compatibility
Applicable: The project site would
be located within the CHAP and is
expected to implement the
Healdsburg 2030 General Plan’s Land
Use Compatibility for Community
Noise Environments guidelines.

Partially Completed. A site-specific
noise analysis has been conducted.

However, as a condition of approval,
subsequent acoustic analysis will be
conducted by a qualified noise
specialist who will, if necessary,
identify measures to reduce
stationary source noise impacts once
project specific design details have
been determined (see Mitigation
Measure NO-1).

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Packet Pg. 529 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 11 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
NO-2a: Railroad Vibration Applicable: The project is located within 100 feet of the centerline of a
railroad.

The project sponsor has agreed to
have an acoustic analysis conducted
by a qualified noise specialist who
will, if necessary, identify measures
that will be incorporated to reduce
vibration levels at or below the
guidelines of the FTA Groundborne
Vibration Impact Criteria (see
Mitigation Measure NO-2a).

NO-2b: Construction Vibration Not Applicable: The project would not include any significant sources of
vibration.

Not Applicable
NO-3: Temporary Construction Noise
(For Large or Complex Projects)
Applicable: The project is large and
would generate noise associated
with temporary construction
activities.

The project sponsor has agreed to
develop and implement noise
attenuation measures during
construction (see Mitigation
Measure NO-3).

J. Public Services, Utilities, and Recreation
None Not Applicable: Per the findings of
the CHAP EIR, no mitigation
measures are needed because all
impacts related to public services,
utilities, and recreation, were
determined to be less than
significant.

Not Applicable
K. Transportation
TR-1: Implementation of
Intersection Improvements at
Central Healdsburg Avenue/Mill
Street/Vine Street
Applicable: Vehicle trips at project
intersections are expected to exceed
2,250 vehicle trips during the PM
peak hour as a result of projectrelated development.

The City will implement identified
improvements to impacted
intersections prior to intersections
exceeding 2,250 vehicles trips during
the PM peak hour (see Mitigation
Measure TR-1).

TR-C1a: Improvement at Healdsburg
Avenue/Mill Street/Vine Street
Applicable: The project would
contribute trips to this intersection.

The City is currently constructing the
roundabout. The percentage of
project trips distributed to this
intersection will be used to calculate
the project’s fair-share contribution
to the construction of this
improvement (see Mitigation
Measure TRC-1a).

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Packet Pg. 530 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 12 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
TR-C1b: Improvement at Healdsburg
Avenue/Front Street
Applicable: The project would
contribute trips to this intersection.

The signal was installed in 2017. The
percentage of project trips
distributed to this intersection will
be used to calculate the project’s fair
share contribution to the
construction of this improvement
(see Mitigation Measure TRC-1b).

Conclusions

1. The project is consistent with the CHAP, which constitutes a community plan pursuant to Section 15183 of the CEQA Guidelines, as well as with the rezoning action that accompanied adoption of the CHAP which resulted in the entire project site being zoned Mixed Use (MU);

2. The project would not result in effects on the environment that are peculiar to the project or the project site that were not identified as significant effects in the CHAP EIR;

3. The project would not result in potentially significant off-site or cumulative impacts that were not identified in the CHAP EIR;

4. There are no effects that were previously identified in the CHAP EIR which, as a result of substantial new information that was not known at the time the CHAP EIR was certified, would have a more severe adverse impact than was already analyzed and disclosed in the CHAP EIR; and

5. The project sponsor will undertake feasible mitigation measures specified in the CHAP EIR to mitigate project-related significant impacts.

Therefore, no further environmental review shall be required for the proposed project pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183.

Furthermore:

1. No substantial differences or changes have been proposed in the project that would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in severity of previously identified significant impacts.

2. No substantial changes have occurred with respect to the circumstances under which the project is undertaken which would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects.

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Packet Pg. 531 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) 13 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com

3. No new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the CHAP EIR was certified as complete shows any of the following:
a. The project will have one or more significant effects not discussed in the CHAP EIR; b. Significant effects previously examined in the CHAP EIR will be substantially more severe than shown in the CHAP EIR;
c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents have declined to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the CHAP EIR would substantially reduce one or more significant effects on the environment, but the project proponents have declined to adopt the mitigation measure or alternative.

As such, the following conclusions separately and independently apply to the project, each of which, separately and independently, provide a basis for CEQA compliance:
• No subsequent or supplemental environmental review is required in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164. The Environmental Checklist qualifies as an addendum to the CHAP EIR pursuant to CEQA Guidelines Section 15164.
• The project constitutes an activity that is within the scope of the CHAP, and the CHAP EIR constitutes a program EIR that adequately describes the project for the purposes of CEQA. As such, no subsequent or supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15164.

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Packet Pg. 532 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Appendix A:

Mitigation Monitoring and Reporting Program
- To be attached -

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Packet Pg. 533 Attachment: 6. PC Resolution 2024-13 Lot 2 (SBDV 0004-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative Maps) PC RESOLUTION NO. 2024-14

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF HEALDSBURG RECOMMENDING THAT THE CITY

COUNCIL APPROVE A TENTATIVE SUBDIVISION MAP (SBDV
0005-2024) FOR LOT 3 OF THE MILL DISTRICT PROJECT
WHEREAS, in early 2019, the City of Healdsburg entered into a Development Agreement with Replay Healdsburg, LLC (“Developer”) governing the development of approximately 9.59 acres of real property located within the Central Healdsburg Avenue Plan ("CHAP") planning area to be comprised of: a hotel containing approximately 53 guest rooms (“Hotel”); up to 208 residential apartments and condominiums of which forty (40) units (the "Affordable Housing Units") shall be deed-restricted, multi-family residential rental units for occupancy by "Lower Income Households"; thirty (30) units (the "Middle Income Units") shall be deed-restricted to "Middle Income Households”; and not more than one hundred thirty-eight (138) condominium units (the “Market Rate Units”) shall be sold at unrestricted prices; fifteen thousand (15,000) square feet of commercial space, inclusive of residential amenities including a swimming pool and fitness center to serve residential units in the Project (“Residential Amenity”); and a 0.78 acre privately owned and maintained open space in the center of the Property for public use and enjoyment (“Park”)(collectively, the "Project").

WHEREAS, on March 11, 2019, the City Council of the City of Healdsburg adopted Resolution No. 42-2019 approving a tentative subdivision map for the Project; and WHEREAS, effective May 1, 2019, the City and Developer entered into that certain Development Agreement governing the Project pursuant to the authority of Ordinance No. 1184 adopted by the City Council; and
WHEREAS, on April 6, 2020, the City Council adopted Resolution No. 20-2020 approving the Mill District Final Map, accepted the public right of way for Sawmill Circle, South Street and Branch Lane, public right of way on Healdsburg Avenue, public access easements, emergency vehicle access easements and public utility easements for public use, and vacated the existing public utility easements as shown on the Mill District Final Map, subject to improvement; and authorized the City Manager to execute the project subdivision improvement agreement; and WHEREAS, prior to entering approving the Development Agreement and adopting the tentative subdivision map and the Mill District Final Map, the Mill District Project, as described above, was evaluated for consistency with the Central Healdsburg Avenue Plan Final Environmental Impact Report ("CHAP EIR") (State Clearinghouse No. 2012112011) and the City prepared a Certificate of Determination that documents the City’s review of the Project in accordance with CEQA and identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Project’s CEQA compliance: (i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183; (ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and (iii) reliance on the

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Packet Pg. 534 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative PC Resolution No. 2024-14 2 of 11
CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District Project CEQA Determination”); and
WHEREAS, the Mill District Final Map subdivided the land comprising the Mill District Project into seven (7) parcels, one parcel of which is legally described as Lot 3 of the Final Map of the Mill District, filed December 28, 2020 in Book 817 of Maps at Pages 32-47of Official Records, County of Sonoma, State of California (APN 002-870-004), Instrument No. 2020- 124351; and
WHEREAS, Developer has submitted applications to the City seeking approval of amendments to previously approved entitlements for the Mill District Project consisting of the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04), plus new Tentative Maps SBDV 0004-2024 (Lot 2); SBDV 0005-2024 (Lot 3); SBDV 0003-2024 (Lot 1); SBDV 0002-2024 (Lot 5) that reflect revised residential unit counts for said lots; and
WHEREAS, the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04) increase the number of residential units permitted on Lot 3 from 41 units to 50 units; and WHEREAS, at a properly noticed public hearing on August 13, 2024, the Planning Commission reviewed written and oral staff reports, conducted a public hearing, received testimony and all pertinent documents and information into the record related to the Fourth Amendment to the Development Agreement (DA 2018-01.04), Master Conditional Use Permit amendment (CUP 2017-12.04), and Tentative Map Application SBDV 0005-2024; NOW THEREFORE BE IT RESOLVED that the Healdsburg Planning Commission, prior to making a recommendation to the City Council on the proposed Tentative Map Application SBDV 0005-2024, determined that any environmental impacts related to the Mill District Project have been reviewed and considered in accordance with the provisions of the California Environmental Quality Act. The environmental review for the Mill District project ("Project") relied upon the certified EIR for the Central Healdsburg Avenue Plan ("CHAP EIR") which was prepared pursuant to the California Environmental Quality Act (Pub. Res. Code § 21000, et seq.) ("CEQA"), and certified by the Healdsburg City Council on January 21, 2014 (State Clearinghouse No. 2012112011). In 2019, the Project was evaluated for consistency with the CHAP EIR as part of City approvals for a Tentative Map, Master Conditional Use Permit, Heritage Tree Removal Permit, and Historic Demolition Permit. The City identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Mill District Project’s CEQA compliance:
(i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183;
(ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and
(iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District CEQA Determination”).

The Mill District CEQA Determination continues to provide a basis for the CEQA compliance for Tentative Map Application SBDV 0005-2024 and the revised tentative map and circumstances

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Packet Pg. 535 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative PC Resolution No. 2024-14 3 of 11
under which the revisions are undertaken do not require the preparation of a subsequent EIR or supplemental EIR pursuant to CEQA Guidelines Section 15162 or 15163, respectively.

BE IT FURTHER RESOLVED that the Healdsburg Planning Commission recommends that the City Council approve Tentative Map Application SBDV 0005-2024 as shown on Exhibit A and subject to the Conditions of Approval attached hereto as Exhibit B incorporated herein by this reference based on the facts and findings as set forth below:

A. The proposed map and its design and improvements are consistent with the general plan and any applicable specific plan.

Tentative Map Application SBDV 0005-2024 for Lot 3 of the Final Map of the Mill District identifies one parcel with 21 residential condominium units, a second parcel with 29 middle income units and one common area parcel. The tentative map is consistent with the intent of the Mixed Use land use classification in the Healdsburg 2030 General Plan and the Central Healdsburg Avenue Plan ("CHAP"). The subdivision will allow for a condominium plan to establish separate condominium units for the Market Rate and Middle Income ownership units planned for Lot 3 and for the Middle Income rental units. Prior to recordation of the final map, a design review permit for Lot 3 must be approved by the Planning Commission and the final map must be consistent with that approval.

B. The site is physically suitable for the type and proposed density of development.

Lot 3 of the Final Map of the Mill District is 0.86 acre in size and designated for multi-family residential development by the Mill District Project entitlements. The Developer has submitted a Site Capacity Study that demonstrates that the site can accommodate the proposed density of development of 58 units per acre.

C. The design of the subdivision and the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat.

The Project would have no impact on fish or wildlife or their habitat. The Project will be required to comply with all relevant mitigation measures of the Mitigation Monitoring and Reporting Program for the Mill District Project, as set forth in the Mill District Project CEQA Determination and adopted by the City Council.

D. The design of the subdivision and the type of improvements are not likely to cause serious public health problems.

The Environmental Checklist for the Mill District Project and the CHAP EIR evaluate potential impacts to public health including air quality impacts, noise impacts, hazards and hazardous materials, and wildfire. These analyses concluded that the Mill District Project will not result in public health hazards.

E. The design of the subdivision and the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of property within the proposed subdivision.

There are no public easements through Lot 3 of the Final Map of the Mill District and thus no possible conflict caused by the design of the improvements.

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F. Unless otherwise provided by the Subdivision Map Act, the design of the subdivision provides, to the extent feasible, for future passive or natural heating or cooling opportunities in the subdivision.

The design of the subdivision provides for solar access and allows for passive or natural heating and cooling opportunities.

BE IT FURTHER RESOLVED that the Healdsburg Planning Commission recommends that Tentative Map Application SBDV 0005-2024 should be subject to all applicable mitigation measures in the Mill District Project CEQA Certificate of Determination attached hereto as Exhibit C; and
DULY AND REGULARLY ADOPTED by the Healdsburg Planning Commission on the 13th day of August 2024, by the following vote:

AYES: Luks, McKay, Barber, Gerlach, Pearlman, Wood
NOES: None
ABSENT: Hunt
ABSTAIN: None
APPROVED: ATTEST:
____________________________ _____________________________ Phil Luks, CHAIR Scott M. Duiven, SECRETARY
EXHIBITS:

A. Lot 3 Tentative Map (SBDV 0005-2024)
B. Conditions of Approval
C. Mill District CEQA Certificate of Determination

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-145 of 11

EXHIBIT A
MILL DISTRICT LOT 3 TENTATIVE MAP

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NORTH
TEL (707) 542-6451 FAX (707) 542-5212 15 TH I RD STR EE T , SAN TA RO SA, CA 95401 CI VI L EN G I NE E R S UR BAN PLA NN ER S LAN D SU R V EY O R S LA

NDSCAPEARCH ITECTS
LEGEND

VICINITY MAP
NTS

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EXHIBIT B

CONDITIONS OF APPROVAL
Mill District Project
Tentative Subdivision Map Application SBDV 0005-2024
Lot 3 of the Final Map of the Mill District
(APN: 002-870-004)
The following conditions are recommended by the Planning Commission for the City Council's consideration in conjunction with Tentative Map Application SBDV 0005-2024 for Lot 3 of the Final Map of the Mill District ("Project"). Conditions that are carried forward from the City Council's approval of Tentative Subdivision Map TM 2017-01 for the Mill District Project are shown in italicized text.

General

1. This specific approval is limited to the Tentative Subdivision Map SBDV 0005-2024 and is not intended to serve as an approval of the overall project description that was submitted with the tentative map application.

2. This Tentative Map approval shall become effective concurrent with the effective date of an ordinance adopted by the City Council approving the Fourth Amendment to the Development Agreement (DA 2018-01.04) which identifies 62 residential units for future development on Lot 2.

3. This approval is based upon all conditions of approval set forth herein, including mitigation measures and specified plans and agreements included by reference, as well as all applicable City rules and regulations. Any deviations from the conditions must be reviewed and approved by the City for conformity with this approval. Deviations may require approved changes to these approvals and/or further environmental review. Deviations without the above-described approval will constitute a violation of permit approval.

4. Except as specifically authorized in these conditions of approval, the grading, development, use, and maintenance of the property; the size, shape, arrangement, and location of the structures, parking areas and landscape areas; and the protection and preservation of resources shall be subject to Planning Commission approval and shall conform to the conditions of approval below. The property and any portions thereof shall be sold, leased or financed in compliance with the conditions of approval thereto, including all related covenants and agreements. All plans and agreements (such as landscape maintenance plans) required pursuant to these conditions of approval must be submitted for review and approval and shall be implemented as approved by the City.

5. The use and/or construction of any structures or improvements authorized by this approval shall not commence until all necessary planning and building permits pertaining to the use or construction in question are obtained. Before any grading or building permit will be issued by the city, the Owner/Applicant must obtain written clearance from all departments having conditions; such clearance shall indicate that the Owner/Applicant has satisfied all pre-construction conditions.

6. The Owner/Applicant's acceptance of this permit and/or commencement of use, construction and/or operations under this approval shall be deemed acceptance of all conditions of this approval by the Owner/Applicant.

7. All site and Project development must occur in conformance with the previously-certified Central Healdsburg Avenue Plan Environmental Impact Report (CHAP EIR) identified for the approval of Mill District Project land use application numbers TM 2017-01, DA 2018-01, CUP 2017-12, MISC

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2017-01 and HT 2017-02 (together, the "Project Approvals", and the adopted Mill District Project Certificate of Determination and the Mitigation Monitoring and Reporting Program for the Project that is attached thereto (the "Project MMRP").

8. The Owner/Applicant shall follow all recommendations of the following Technical Appendices attached to the Mill District Environmental Checklist:
• Mill District Air Quality and Greenhouse Gas Assessment, prepared by Illingworth and Rodkin, Inc., dated April 17, 2018, as amended on November 8, 2018. • Biological Technical Memorandum for the Mill District Project, prepared by WRA Environmental Consultants, dated December 10, 2018.
• Traffic Impact Study for the Mill District and Addendum, prepared by W-Trans, dated March 1, 2018, as amended on December 11, 2018.
• Historic Resource Evaluation of the Property Located at 146 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 16, 2017. • Historic Resource Evaluation of the Property Located at 164 Healdsburg Avenue, Healdsburg, Sonoma County, CA, prepared by Evans & DeShazo, dated October 27, 2017. • Mill District Environmental Noise and Vibration Assessment, prepared by Illingworth & Rodkin, dated March 21, 2018, as amended on August 3, 2018 and December 7, 2018. • Mill District Tree Survey and Protection Plan, prepared by WRA Environmental Consultants, dated August 3, 2018.

9. The Owner/Applicant shall ensure that potential contractors are aware of City requirements. The Owner/Applicant shall notify all contractors and subcontractors in writing of the site rules, restrictions, and Conditions of Approval and submit a copy of the notice to the Planning Department.

10. All construction-related vehicles, equipment staging, and storage areas shall be located onsite and outside of the road and highway right of way, unless otherwise agreed to by the Director of Public Works. The Owner/Applicant shall provide all construction personnel with a written notice of this requirement and a description of approved parking, staging and storage areas. The notice shall also include the name and phone number of the Owner/Applicant's designee responsible for enforcement of this restriction. Designated construction personnel parking, equipment staging, and storage areas shall be depicted on Project plans submitted for building permit applications. All City Department comments on the Project are required to be met to the Department's satisfaction.

11. The Owner/Applicant shall defend, indemnify and hold harmless the City or its agents or officers and employees from any claim, action or proceeding against the City or its agents, officer or employees, to attack, set aside, void, or annul, in whole or in part, the City's approval of this Project, except as to any claim action or proceeding submitted or initiated by Owner/Applicant. Such defense shall be in accordance with Section 6.6 of the Development Agreement for the project, (the "Development Agreement") that was approved by the City Council on April 1, 2019.

12. This approval does not confer legal status on any existing structure(s) or use(s) on the property unless specifically authorized by this approval.

13. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's commitment that all diesel-powered portable equipment on the Project site will meet EPA particulate emissions standards for Tier 4 engines or the equivalent for construction of the Project.

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14. During any grading or construction activities on the site, the contractor shall implement the following best management practices that are required of all projects:
(a) All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. (b) All haul trucks transporting soil, sand, or other loose material off-site shall be covered. (c) All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited.
(d) All vehicle speeds on unpaved roads shall be limited to 15 miles per hour (mph). (e) All roadways, driveways, and sidewalks shall be paved in a timely manner with no undue delay. Building pads shall be laid immediately after grading unless seeding or soil binders are used.
(f) Idling time of construction equipment shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations (CCR))> Clear signage shall be provided for construction workers at all access points.
(g) All construction equipment shall be maintained and properly tuned in accordance with manufacturer's specifications. All equipment shall be checked by a certified mechanic and determined to be running in property condition prior to operation. (h) Prior to issuance of a grading permit, the property owner shall post a publicly visible sign with the telephone number and person to contact at the Planning Department regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District's phone number shall also be visible to ensure compliance with applicable regulations.

15. The cover sheets of all building permit and grading permit drawings for the Project shall be required to include documentation of the developer's assurance that there shall be no pile driving on site.

16. The Final Map shall be filed within two years from the date of approval of the tentative map or an extension of time shall be requested prior to the expiration date.

17. Prior to recordation of the Final Map and subject to City approval as to form and content, the Owner/Applicant shall include all of the mitigation measures and conditions of approval associated with or required by this Project approval on a separate informational sheet(s) to be recorded with the Final Map. All applicable conditions and mitigation measures for the Project shall be printed on grading and/or building plans.

18. If the Tentative Map is proposed to be revised, including revisions to these conditions of approval, the revisions shall be approved pursuant to and in accordance with Chapter 17.04 of the Healdsburg Municipal Code.

19. This approval is subject to the terms and conditions of the Development Agreement. If any of these conditions of approval is in conflict, or is inconsistent, with any term or conditions of the Development Agreement for this Project, then the Development Agreement shall control.

20. Condominiums consistent with the Subdivision Map Act and Healdsburg Municipal Code Chapter

17.04 may be permitted on each parcel as set forth in the “Permitted Use Table” included in the conditions of approval for Conditional Use Permit CUP 2017-12 and as may be modified by

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subsequent approvals, provided that the total number of residential units shall not exceed 208, the market units shall not exceed 146, the number of hotel rooms shall not exceed 53, the amount of commercial space shall not exceed 15,000 square feet, and the privately owned, publicly accessible park shall be no less than 0.78 acre.

Community Development Department

21. The Final Map submitted for review and approval by the City shall be substantially consistent with Tentative Subdivision Map SBDV 0005-2024.

22. Prior to City Council approval of the Final Map, the Owner/Applicant shall submit a Design Review Permit application and applications for any other necessary planning permits for development on Lot 3 and receive Planning Commission approval of said applications. The Final Map shall not be submitted to the City Council for action unless said Design Review permit is approved by the Planning Commission and all appeal periods have been exhausted. The Final Map shall be subject to and consistent with all applicable conditions of the Design Review approval for Lot 3.

23. Prior to City Council approval of the Final Map, the Owner/Applicant shall submit to the City any related modifications to the covenants, conditions, and restrictions (CC&Rs) for the Project that are necessary to ensure conformity with "Planning & Building Department Condition #5 for approval of Tentative Map 2017-01. The updated CC&Rs shall be subject to prior review and approval of the City Attorney.

24. Design review for all twenty-nine (29) Middle Income Units to be constructed on Lot 3 shall be prepared and approved by the City and the building permit for construction of all twenty-nine (29) Middle Income Units on Lot 3 must be issued and all required fees must have been paid by Developer, before or concurrently with the issuance of a building permit for the development and construction of any portion of the sixty-two (62) Market Rate Units on Lot 2.

Public Works

25. Fees
a. Public Works engineering and inspection fees for Improvement Plan and Final Map review shall be due and payable at the time of making the first submittal in connection with the Improvement Plans or the Final Map, as applicable.
b. All Public Works Department impact fees shall be due and payable at the time of issuance of building permit(s) for the improvements to which they are applicable, unless otherwise authorized by the City.

26. Final Map
c. The Final Map shall be prepared in accordance with the State Subdivision Map Act, the City's Subdivision Ordinance and City's Public Works Standard Specifications and Details. All parcel or lot boundary dimensions and bearings shall be shown on the Final Map with all parcel or lot corners delineated by durable monument.

27. Dedications
d. The project is responsible for dedicating all necessary right of way and public easements either on the final map, or via separate easement deed documents, as determined by the City Engineer.

The applicant is responsible for preparing all dedication documents.

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e. Vacate any unnecessary easements on the final map, as determined by the City Engineer and/or Utilities Director.
f. Prior to approval, the final map requires technical review and approval by the City's contract land surveyor.

28. Low Impact Development/SWPPP
g. The project shall be designed and constructed in accordance with the City's low impact development regulations.
h. Final, construction level, low impact development storm water calculations and plans are required with the submittal of the building permit application construction documents, for both the on-site and off-site areas. This shall include the final SWLID determined worksheet, signed by the applicant.
i. Any trash areas shall be enclosed, covered, plumbed to the sewer and shall not allow stormwater run-on or run-off into/away from the enclosure area.

29. Interior Streets and Parking
j. An encroachment permit from the Public Works Department shall be required for any work done within the public right-of-way, public easement or on public utility.

30. Utilities
k. The Applicant shall submit domestic water use demands with submittal of construction drawings to determine the necessary water service and meter sizes. l. Individual water meters and utility accounts are required for all condominium and common parcels.

31. Miscellaneous
m. Landscaping and irrigation shall be designed and constructed in accordance with the City’s water efficiency requirements. The applicant shall submit Water Efficiency Landscape Ordinance calculations with the landscape plans submitted as part of the on-site improvements and construction drawings submitted with building permits. n. Prior to issuance of any construction permits, the applicant shall submit an application for a Final Map, obtain City Council approval of the Final Map, and the Final Map shall be filed with the County Recorder’s Office.

Community Services

32. The Project will be subject to requirements for park and recreational land as set forth in Chapter

17.04(Subdivisions), Article VIII (Park and Recreational Land) of the Healdsburg Municipal Code.

This Project shall meet the requirements as provided in the Development Agreement.

Fire Department

33. Fire Code: All buildings shall be subject to fire code requirements.

34. Fire Flow: The minimum fire flow and flow duration for buildings other than one- and two-family dwellings shall be as specified in Table B105.1(2). A reduction in required fire flow of up to 50

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percent, as approved is allowed when the building is provided with an approved automatic sprinkler system installed in accordance with other sections of this code. the resulting fire flow shall not be less than 1500 gallons per minute for the prescribed duration as specified in Table B105.1.City Ordinance 1157, Section.B105.2

35. Fire Hydrant: Where a portion of the facility or building hereafter constructed or moved into or within the jurisdiction is more than 250 feet from a hydrant on a fire apparatus access road, as measured by the approved route around the exterior of the facility or building, on-site fire hydrants and fire mains shall be provided where required by the Fire Code Official. City Ordinance 1157, 507.5.1

36. Fire Hydrant: Fire hydrants shall be located within 100 feet of the FDC, or as approved by the fire code official. City Ordinance 1157, Table C102.1 Footnote g

37. FDC Location: With respect to hydrants, driveways, buildings and landscaping, fire department connections shall be so located that fire apparatus and hose connected to supply the system will not obstruct access to the buildings for other fire apparatus. The location of the fire department connections shall be within 100 feet of a fire hydrant or approved by the fire code official (Also see Section 507.5.1.1). City Ordinance 1157, CFC 912.2

38. Signs: Where required by the fire code official, fire apparatus roads shall be marked with permanent NO PARKING-FIRE LANE signs complying with Figure D103.6 and Fire Prevention Standard No.

3. Signs shall have a minimum dimension of 12 inches (305 mm) wide by 18 inches (457 mm) high and have red letters on a white reflective background. Signs shall be posted on one or both sides of the fire apparatus road as required by Section D103.6, City Ordinance 1157, Sec. CFC 503.3, Fire Prevention Standard No. 3
Electric Department

39. Public utility easements (PUE) are required along the street frontages and at various locations within the development. At a minimum Developer will plan for and provide a 5-foot PUE back of sidewalk on the south and west sides of the planned interior streets. Additional PUEs will be required for necessary electrical equipment. The back two feet of the sidewalk may be used for the dry-utility trench, but additional space is needed behind sidewalk, outside of the normal pedestrian and ADA pathway for utility boxes and fixtures. Placing utility boxes in the sidewalk should be avoided.

SMART

40. The Owner/Applicant shall comply with all requirements of Sonoma Marin Area Rail Transit (SMART), as detailed in the attached letter to the City of Healdsburg from SMART, dated August 17, 2017.

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CERTIFICATE OF DETERMINATION/COMMUNITY PLAN EVALUATION,

ADDENDUM, AND PROGRAM EIR
Project Description
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is located two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout. The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

The project is the redevelopment of an area designated for mixed-use development in the Central Healdsburg Avenue Plan (CHAP). As shown on the site plan, 188 units of multi-family housing are proposed; of those, 140 will be “market rate” and 48 will be deed-restricted, single-occupancy rental units targeted for affordability for households with very low and/or low income, as defined by the State of California.

In addition to housing, the project includes development of a 53-room hotel, 15,000 square feet of commercial uses in multiple buildings, public plaza spaces, two new public streets, a common amenity building with food and beverage service, a fitness facility and a pool; public open space; and associated landscaping. Maintenance structures, parking and bicycle racks, and a transit connection to the proposed multi-use path connecting to the SMART rail station would also be provided.

Hotel. The hotel would provide 53 guest rooms, 5,443 square feet of lobby and public space, and 8,500 square feet of commercial space that will be leased to individual tenants. Hotel parking and hotel support services would be accessed by a ramp at the east end of the building and provided at basement level using a stacked parking system and loading docks, respectively. Fitness and pool amenities will be provided through shared access to the nearby residential amenity facility. The hotel will provide breakfast service for guests as well as room service but will not include a full-service restaurant.

The architecture of the hotel complex and courtyard would respect the former industrial character of the Nu Forest Products lumber mill site. It will combine contemporary forms and building systems with industrial finishes and elements such as exposed industrial light gauge steel, post-and-beam construction, and rough-sawn finishes. A dust collector and other components repurposed from the mill would add to the design and articulate an architecture that is rooted in the past, as well as revitalized and looking forward. Large interior spaces with window walls that open up to outdoor pedestrian plazas would facilitate flexible use of the more public spaces.

Commercial Uses. The three-story commercial, retail, and residential building at the edge of the Redwood Grove (Building A) would provide ground floor commercial and restrooms for the park, in

EXHIBIT C

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Other commercial buildings on-site would include a single purpose tavern building located adjacent to a community garden and orchard, a landscape workshop, storage and recycling/composting center, a pool house with fitness equipment and mechanical equipment for the pool, and a small gazebo in the park. • Open Space. The project will provide the following privately owned common areas with public access:
- Open Space Park—The 1.01-acre park would feature a passive-use lawn area against the backdrop of a grove of heritage Redwood trees, meandering pedestrian walkways and benches milled on-site by the former occupant, Nu Forest Products. - Adventure Play Area—This area would feature natural boulders and re-purposed/salvaged tree trunks for free-form play and climbing/bouldering.
- The Tavern Terrace—A commercial/retail space with an open-air terrace and turf open space with westward orientation.
- Gardener’s Shed & Community Garden—A community garden and display of seasonal herbs and vegetables and an accessory structure for gardening equipment and storage. - Hotel Plaza—The plaza area on both sides of Mill Circle would support the commercial, retail and hospitality functions of the mixed-use development. Uses within the plaza would include pedestrian circulation, public gathering and seating, outdoor dining and patio areas, minor retail display, artwork display, hotel guest drop-off and valet, service access and landscaped areas.

Landscaping
The proposed plant palette for the landscape is drought-tolerant, climate-adapted, and appropriate for the Mediterranean-like climate of the City and the region. The project will comply with the City’s Water Efficient Landscaping Ordinance pursuant to Land Use Code Section 20.16.105.

An existing and towering stand of redwood trees would be preserved and provide backdrop to the publicly accessible open space and scale to the project as viewed from Healdsburg Avenue.

Large, canopied, deciduous shade trees will line the street on both sides to provide visual and spatial integration between buildings and the street corridor. Along the internal streets, a generous landscape planting area separates the pedestrian walkway from the street and provides an enhanced pedestrian experience. Flowering species and citrus trees will provide visual accents throughout the proposed development.

CEQA Determination
The project is exempt from further environmental review per Section 15183 of the California Environmental Quality Act (CEQA) Guidelines and California Public Resources Code Section 21083.3.

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• The project is eligible for environmental review in the form of an addendum pursuant to CEQA Section 21166 and CEQA Guidelines Sections 15162 and 15164. • The project is within the scope of the CHAP, which was covered by a Program EIR, and as such no new environmental document is required pursuant to CEQA Guidelines Sections 15162 and 15168.

Determination
I do hereby certify that the above determination has been made pursuant to State and Local requirements.

Project Approval
The following discretionary approvals are expected to be necessary from the City:
• Tentative Subdivision Map
• Condominium Tentative Map
• Conditional Use Permit (CUP) for (1) mixed-use residential and (2) visitor lodging (hotel) uses in the MU district
• Any further CUPs that may be necessary for individual commercial tenants of the property • Heritage Tree Removal
• Historic Demolition Permit
• Density Bonus
• Design Review for each phase of the development
• Housing Allocations under Healdsburg’s Growth Management Ordinance (GMO) • Subdivision Improvement Agreement
In addition, the project would require ministerial approvals, including issuance of grading and building permits from the City of Healdsburg.

Community Plan Evaluation Overview
California Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183 provide that projects that are consistent with the development density established by existing zoning, community plan or general plan policies for which an Environmental Impact Report (EIR) was certified, shall not be subject to additional environmental review except as might be necessary to examine whether there are

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CEQA Section 15183 applies to the project since the project meets all of the following conditions. (d)(1)(A) The project is consistent with a community plan adopted as part of a general plan.

The project is consistent with the CHAP, a comprehensive, long-term planning document for the project site and the surrounding area that was incorporated into the General Plan. The project will implement a number of the goals and policies of the CHAP, and, in accordance with the General Plan, the CHAP shall be used to guide land use and development decisions through the application of its standards and design guidelines.

The CHAP applies to an area of approximately 71.5 acres in Central Healdsburg, generally located south of Mill Street between US Highway 101 to the west and the Russian River to the east. The CHAP provides for a mix of land uses to meet its objectives, designating 21.9 acres Mixed Use, 8.3 acres Residential, and 8.7 acres Industrial. The proposed development would provide 188 units, which (net of units awarded as a density bonus) is within the density permitted by the CHAP.1 (d)(1)(B) The project is also consistent with a zoning action which zoned or designated the parcel on which the project would be located to accommodate a particular density of development.

Concurrently with adoption of the CHAP, the City rezoned the majority of the project site from Industrial (I) to Mixed Use (MU), with the result that the entire project site was designated MU. The project (net of units awarded as a density bonus) is consistent with the density of 16 du/ac specified for MU zoning districts in the Zoning Code.
1 The CHAP and the CHAP EIR analyzed a “most intensive” scenario that would result in 314 dwelling units with other uses in the buildout of the plan area; however, the “most intensive” scenario was intended to represent the highest-intensity use of infrastructure and highest level of environmental impacts from any mix of uses, not to represent the maximum number of residential units permitted on the project site. The number of residential units permitted on the project site is determined by the MU designation, which is 16 du/ac.

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The CHAP EIR was certified by the City on January 21, 2014, at which time the majority of the project site was rezoned such that the entire site was designated Mixed Use (MU).

Addendum Overview
Public Resources Code Section 21166 and CEQA Guidelines Section 15164 state that an addendum to a certified EIR is allowed when minor changes or additions are necessary and none of the conditions for preparation of a subsequent EIR or Negative Declaration pursuant to Section 15162 are satisfied.

The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed project would cause significant environmental impacts. Therefore, no supplemental environmental review is required, and the Environmental Checklist serves as an addendum to the CHAP EIR in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164.

Program EIR Overview
Pursuant to CEQA Guidelines Section 15168 (Program EIRs), the CHAP EIR can be used as a Program EIR in support of streamlining and/or tiering provisions under CEQA. CEQA Guidelines Section 15168 defines a “program EIR” as one prepared on a series of actions that can be characterized as one large project and are related geographically and by other shared characteristics. Section 15168 continues that “subsequent activities in the program EIR must be examined in the light of the program EIR to determine whether an additional environmental document must be prepared.” If the agency finds that pursuant to CEQA Guidelines Section 15162, no new effects could occur and no new mitigation measures would be required, the agency can approve the activity as being within the scope of the project covered by the program EIR and no new environmental document is required.

As discussed above, the Environmental Checklist was prepared for the currently proposed project. The Environmental Checklist confirms that the analyses conducted and the conclusions reached in the certified CHAP EIR remain valid. The proposed project would not cause new significant impacts not previously identified in the previously certified CHAP EIR, nor result in a substantial increase in the severity of previously identified significant impacts. No new mitigation measures would be necessary to reduce significant impacts. No changes have occurred with respect to circumstances surrounding the CHAP that would cause significant environmental impacts to which the proposed project would contribute considerably, and no new information has been put forward that shows that the proposed

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Packet Pg. 550 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative 6 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com project would cause significant environmental impacts. Therefore, no supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15168, as the project is within the scope of the activities contemplated by the CHAP EIR.

Project Setting
The project site is located at 146 and 164 Healdsburg Avenue, in City of Healdsburg (City), Sonoma County, California. The project site is two blocks south of the historic Healdsburg Plaza, which anchors the City’s southern entry gateway and is located at the southeast corner of the new traffic roundabout.

The project site is bordered by the Sonoma Marin Area Rail Transit (SMART) railroad (north), Healdsburg Avenue (west), commercial development (east), and Exchange Avenue (south). The project site consists of a former lumber mill with 15 buildings and structures and paved surfaces adjacent to an abandoned hotel on landscaped grounds. The site is accessed via Healdsburg Avenue.

Potential Environmental Effects
The CHAP EIR found significant and unavoidable impacts from future development in the Plan area to cultural resources. Project-level analysis determined that no new or more severe impacts would occur as a result of this project and no new mitigation would be required.

The CHAP EIR included discussion of cumulative impacts, which are summarized in the Community Plan Exemption (CPE) checklist2 prepared for the project, in each topical section. As discussed, the project would not result in any new cumulative impacts that were not already evaluated and disclosed in the CHAP EIR, nor would it result in any cumulatively considerable contribution to any cumulative impact.

The analysis concluded that there are several mitigation measures (MM) identified in the CHAP EIR that are relevant to the project. The relevant measures have been identified in Table 1 and are listed here for reference:
• MMs AQ-4a and 4b
• MMs BR-1a and BR-1b
• MMs CR-1a to CR-1f; CR-2 and CR-3
• MM HHM-3
• MMs HWQ-2 and HWQ-3
• MM NO-1, NO-2b, NO-3
• MMs TR-1; TR-C1-a; TR-C1-b
Table 1 lists the mitigation measures identified in the CHAP EIR and states whether each measure would apply to the proposed project.
2 The CPE Checklist is available for review at the Planning Department, 435 Allan Court, Healdsburg, CA, in the Case File for TM 2017-01, CUP 2017-12, MISC 2017-01, and HT 2017-02.

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Packet Pg. 551 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative 7 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1: Mill District CHAP EIR Mitigation Measures
Mitigation Measure Applicability Compliance3
A. Air Quality
AQ-4a: Mitigation Measures for New
Sensitive Receptors Located near US
101
Applicable: The project would
include the development of sensitive
land uses within 450 feet of US 101.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that the level of
cancer risk or PM2.5 exposure would
be below applicable thresholds and
impacts would be less than
significant.

AQ-4b: New Sources of TACs Located
near Sensitive Receptors
Applicable: The project site would
include new sources of TACs near
sensitive receptors.

Completed. The project sponsor
conducted site-specific analysis,
which confirmed that these sources
would not cause significant cancer
risk or PM2.5 concentrations.

B. Biological Resources
BR-1a: Protect Special-status Birds
and Migratory Passerines and
Raptors during Construction
Applicable: Implementation of the
proposed project could negatively
impact special-status species,
migratory birds, or raptors.

The project sponsor has agreed to
conduct preconstruction surveys for
special-status species (see
Mitigation Measure BR-1a).

BR-1b: Protect Special-status Bats
during Building Demolition and Tree
Removal
Applicable: The project includes
building demolition.

The project sponsor has agreed to
survey buildings proposed for
demolition for the presence of
roosting bats or evidence of bats
(see Mitigation Measure BR-1b).

BR-1c: Protect Special-status Aquatic
Species
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1d: Protect Western Pond Turtle Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-1e: Protect Yellow-legged Frog Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
BR-2: Protect or Compensate for
Loss of Riparian Vegetation
Not Applicable: The proposed
project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
3 Please see the Mitigation Monitoring and Reporting Program for the project, attached hereto as Appendix A.

7.A.u
Packet Pg. 552 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative 8 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
BR-3: Protect Wetlands and Waters Not Applicable: The proposed project would not be located near
any significant source of water (e.g.,
rivers, lakes, streams).

Not Applicable
C. Cultural Resources
CR-1a: Avoid or Reduce Impacts to
Currently Unknown Archaeological
Resources
Applicable: Implementation of the
proposed project could disturb
existing unidentified archaeological
resources.

The project sponsor has conducted
an archaeological record search and
site survey study to provide project
guidance. The City also conducted
outreach to Native American tribes
in accordance with Assembly Bill 52.

In accordance with Mitigation
Measure CR-1a, a qualified
archaeologist will monitor all ground
disturbing activities to ensure that
any resources encountered are
protected/treated in accordance
with established procedures. (See
Mitigation Measure CR-1a).

CR-1b: Update 1983 Historic
Property Survey and Complete
Eligibility Determinations
Applicable: The current 1983
historic property survey does not
account for all structures and
districts that are historically
significant at the local, state, and
federal levels.

Completed. The project sponsor
conducted further evaluation of the
buildings/structures that could be
impacted by implementation of the
Mill District Project.

CR-1c: Amend Municipal Code

20.12.100
Applicable: The proposed project
could be located near undesignated
historically significant sites.

In accordance with Municipal
Ordinance 20.28 Article VII, the City
will amend section 20.12.100 of the
Municipal Code to include in the list
of designated historic structures,
buildings/structures that are
determined eligible (see Mitigation
Measure CR-1c).

CR-1d: Implement Healdsburg 2030
General Plan Policies
Applicable: The proposed project
could be located near undesignated
historically significant sites.

The City will continue to implement
General Plan policies HCR-A-2 and
HCR-A-3, supporting property
owners in seeking local historic
designation, and their efforts to
preserve and renovate historically
significant structures (see Mitigation
Measure CR-1d).

7.A.u
Packet Pg. 553 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative 9 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
CR-1e: Revise Plan Area
Development Standards and Design
Guidelines
Not Applicable: Implementation of
the proposed project would not
result in modifications to any
identified existing historic resources,
as defined in CEQA Guidelines
section 15064.5(b)(3).

Not Applicable
CR-1f: Recordation of Historical
Resources Prior to Demolition or
Removal
Applicable: Implementation of the
proposed project could disturb
existing unidentified cultural
resources.

The City will impose conditions of
approval to ensure that, prior to
demolition, the project sponsor will
conduct as-built surveys and prepare
drawings to support future exhibits,
research, etc. (See Mitigation
Measure CR-1f).

CR-2: Evaluation and Treatment of
Paleontological Resources
Applicable: Implementation of the
proposed project could result in the
disturbance of paleontological
resources (e.g., vertebrate bones,
teeth, or abundant and wellpreserved invertebrates or plants) during construction activities.

In the event of disturbance of
paleontological resources, the
project sponsor has agreed to follow
the procedures outlined in
Mitigation Measure CR-2.

CR-3: Protection of Human Remains
Encountered During Construction
Applicable: Implementation of the
proposed project could result in the
encounter and disturbance of
human remains during construction
activities.

In the event of discovery or
recognition of any human remains,
the project sponsor has agreed to
follow the procedures outlined in
Mitigation Measure CR-3.

D. Geology, Soils, & Mineral Resource
None Not Applicable Not Applicable
E. Greenhouse Gases
None Not Applicable Not Applicable
F. Hazards and Hazardous Materials
HHM-3: Protect against Hazards
from Soil or Groundwater
Contamination
Applicable: The project site would
be located on a moderate or high
risk environmental case site or on a
contiguous property of a moderate
or high risk site.

The project sponsor has agreed to
have an investigation performed of
soil, and, if encountered,
groundwater, prior to construction,
to determine the presence or
absence of contamination (see
Mitigation Measure HHM-3).

7.A.u
Packet Pg. 554 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative 10 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
G. Hydrology and Water Quality
HWQ-2: Prepare and Implement
Master Drainage Plan
Applicable: The project site would
be located within the CHAP.

Completed. The City has already
implemented this mitigation with the
preparation of a Storm Drainage
Master Plan in March 2017, which can
be found in Appendix H (GHD 2017.)
The City reviews the design of all
proposed projects within the CHAP
area to ensure compliance with the
applicable recommendations in the
Master Drainage Plan (as well as other
applicable requirements such as those
set forth in the SWPPP and the City’s
MS4 Permit), with the result that new
development will not increase peak
flows above the maximum capacity of
the pipes and other storm drain
system components serving the CHAP
area.

HWQ-3: Groundwater Management Applicable: The project would include activities and the use of
materials that could potentially
contaminate sources of water in the
project vicinity.

The project sponsor has agreed to
implement dewatering management
procedures (see Mitigation Measure
HWQ-3).

H. Land Use, Population, and Housing
None Not Applicable Not Applicable
I. Noise
NO-1: Noise and Land Use
Compatibility
Applicable: The project site would
be located within the CHAP and is
expected to implement the
Healdsburg 2030 General Plan’s Land
Use Compatibility for Community
Noise Environments guidelines.

Partially Completed. A site-specific
noise analysis has been conducted.

However, as a condition of approval,
subsequent acoustic analysis will be
conducted by a qualified noise
specialist who will, if necessary,
identify measures to reduce
stationary source noise impacts once
project specific design details have
been determined (see Mitigation
Measure NO-1).

7.A.u
Packet Pg. 555 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative 11 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
NO-2a: Railroad Vibration Applicable: The project is located within 100 feet of the centerline of a
railroad.

The project sponsor has agreed to
have an acoustic analysis conducted
by a qualified noise specialist who
will, if necessary, identify measures
that will be incorporated to reduce
vibration levels at or below the
guidelines of the FTA Groundborne
Vibration Impact Criteria (see
Mitigation Measure NO-2a).

NO-2b: Construction Vibration Not Applicable: The project would not include any significant sources of
vibration.

Not Applicable
NO-3: Temporary Construction Noise
(For Large or Complex Projects)
Applicable: The project is large and
would generate noise associated
with temporary construction
activities.

The project sponsor has agreed to
develop and implement noise
attenuation measures during
construction (see Mitigation
Measure NO-3).

J. Public Services, Utilities, and Recreation
None Not Applicable: Per the findings of
the CHAP EIR, no mitigation
measures are needed because all
impacts related to public services,
utilities, and recreation, were
determined to be less than
significant.

Not Applicable
K. Transportation
TR-1: Implementation of
Intersection Improvements at
Central Healdsburg Avenue/Mill
Street/Vine Street
Applicable: Vehicle trips at project
intersections are expected to exceed
2,250 vehicle trips during the PM
peak hour as a result of projectrelated development.

The City will implement identified
improvements to impacted
intersections prior to intersections
exceeding 2,250 vehicles trips during
the PM peak hour (see Mitigation
Measure TR-1).

TR-C1a: Improvement at Healdsburg
Avenue/Mill Street/Vine Street
Applicable: The project would
contribute trips to this intersection.

The City is currently constructing the
roundabout. The percentage of
project trips distributed to this
intersection will be used to calculate
the project’s fair-share contribution
to the construction of this
improvement (see Mitigation
Measure TRC-1a).

7.A.u
Packet Pg. 556 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative 12 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Table 1 (cont.): Mill District CHAP EIR Mitigation Measures Mitigation Measure Applicability Compliance
TR-C1b: Improvement at Healdsburg
Avenue/Front Street
Applicable: The project would
contribute trips to this intersection.

The signal was installed in 2017. The
percentage of project trips
distributed to this intersection will
be used to calculate the project’s fair
share contribution to the
construction of this improvement
(see Mitigation Measure TRC-1b).

Conclusions

1. The project is consistent with the CHAP, which constitutes a community plan pursuant to Section 15183 of the CEQA Guidelines, as well as with the rezoning action that accompanied adoption of the CHAP which resulted in the entire project site being zoned Mixed Use (MU);

2. The project would not result in effects on the environment that are peculiar to the project or the project site that were not identified as significant effects in the CHAP EIR;

3. The project would not result in potentially significant off-site or cumulative impacts that were not identified in the CHAP EIR;

4. There are no effects that were previously identified in the CHAP EIR which, as a result of substantial new information that was not known at the time the CHAP EIR was certified, would have a more severe adverse impact than was already analyzed and disclosed in the CHAP EIR; and

5. The project sponsor will undertake feasible mitigation measures specified in the CHAP EIR to mitigate project-related significant impacts.

Therefore, no further environmental review shall be required for the proposed project pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183.

Furthermore:

1. No substantial differences or changes have been proposed in the project that would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in severity of previously identified significant impacts.

2. No substantial changes have occurred with respect to the circumstances under which the project is undertaken which would require major revisions of the CHAP EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects.

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Packet Pg. 557 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative 13 North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com

3. No new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the CHAP EIR was certified as complete shows any of the following:
a. The project will have one or more significant effects not discussed in the CHAP EIR; b. Significant effects previously examined in the CHAP EIR will be substantially more severe than shown in the CHAP EIR;
c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents have declined to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the CHAP EIR would substantially reduce one or more significant effects on the environment, but the project proponents have declined to adopt the mitigation measure or alternative.

As such, the following conclusions separately and independently apply to the project, each of which, separately and independently, provide a basis for CEQA compliance:
• No subsequent or supplemental environmental review is required in accordance with Public Resources Code Section 21166, and CEQA Guidelines Sections 15162 and 15164. The Environmental Checklist qualifies as an addendum to the CHAP EIR pursuant to CEQA Guidelines Section 15164.
• The project constitutes an activity that is within the scope of the CHAP, and the CHAP EIR constitutes a program EIR that adequately describes the project for the purposes of CEQA. As such, no subsequent or supplemental environmental review is required in accordance with CEQA Guidelines Sections 15162 and 15164.

7.A.u
Packet Pg. 558 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative North America | Europe | Africa | Australia | Asia www.firstcarbonsolutions.com Appendix A:

Mitigation Monitoring and Reporting Program
- To be attached -

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Packet Pg. 559 Attachment: 7. PC Resolution 2024-14 Lot 3 Tentative Map (SBDV 0005-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative PC RESOLUTION NO. 2024-16

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

HEALDSBURG RECOMMENDING THAT THE CITY COUNCIL
APPROVE A TENTATIVE PARCEL MAP (SBDV 0003-2024) FOR LOT 1

OF THE MILL DISTRICT PROJECT
WHEREAS, in early 2019, the City of Healdsburg entered into a Development Agreement with Replay Healdsburg, LLC (“Developer”) governing the development of approximately 9.59 acres of real property located within the Central Healdsburg Avenue Plan ("CHAP") planning area to be comprised of: a hotel containing approximately 53 guest rooms (“Hotel”); up to 208 residential apartments and condominiums of which forty (40) units (the "Affordable Housing Units") shall be deed-restricted, multi-family residential rental units for occupancy by "Lower Income Households"; thirty (30) units (the "Middle Income Units") shall be deed-restricted to "Middle Income Households”; and not more than one hundred thirty-eight (138) condominium units (the “Market Rate Units”) shall be sold at unrestricted prices; fifteen thousand (15,000) square feet of commercial space, inclusive of residential amenities including a swimming pool and fitness center to serve residential units in the Project (“Residential Amenity”); and a 0.78-acre privately owned and maintained open space in the center of the Property for public use and enjoyment (“Park”)(collectively, the "Project" or “Mill District Project”); and WHEREAS, prior to approving required land use entitlements necessary to develop and construct the Mill District Project, as described above, it was evaluated for consistency with the Central Healdsburg Avenue Plan Final Environmental Impact Report ("CHAP EIR") (State Clearinghouse No. 2012112011) and the City prepared a Certificate of Determination that documents the City’s review of the Project in accordance with CEQA and identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Project’s CEQA compliance: (i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183; (ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and (iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District Project CEQA Determination”); and
WHEREAS, on March 11, 2019, the City Council of the City of Healdsburg adopted Resolution No. 42-2019 approving a tentative subdivision map for the Project; and WHEREAS, effective May 1, 2019, the City and Developer entered into that certain Development Agreement governing the Project pursuant to the authority of Ordinance No. 1184 adopted by the City Council; and
WHEREAS, on April 6, 2020, the City Council adopted Resolution No. 20-2020 approving the Mill District Final Map, accepted the public right of way for Sawmill Circle, South Street and Branch Lane, public right of way on Healdsburg Avenue, public access easements, emergency vehicle access easements and public utility easements for public use, and vacated the existing public utility easements as shown on the Mill District Final Map, subject to improvement; and authorized the City Manager to execute the project subdivision improvement agreement; and

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Packet Pg. 560 Attachment: 8. PC Resolution 2024-16 Lot 1 Tentative Map (SBDV 0003-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative PC Resolution No. 2024-16 Page 2 of 13
WHEREAS, the Mill District Final Map subdivided the land comprising the Mill District Project into seven (7) parcels, one parcel of which is legally described as Lot 1 of the Final Map of the Mill District, filed December 28, 2020 in Book 817 of Maps at Pages 32-47 of Official Records, County of Sonoma, State of California (APN 002-870-002), Instrument No. 2020- 124351; and
WHEREAS, Developer has submitted applications to the City seeking approval of amendments to previously approved entitlements for the Mill District Project consisting of the Fourth Amendment to the Development Agreement (DA 2018-01.04) and Master Conditional Use Permit amendment (CUP 2017-12.04), plus new Tentative Maps SBDV 0004-2024 (Lot 2); SBDV 0005-2024 (Lot 3); SBDV 0003-2024 (Lot 1); SBDV 0002-2024 (Lot 5) that reflect revised residential unit counts for Lots 2 and 3 and modifications to the allowable uses on Lots 1 and 5; and
WHEREAS, at a properly noticed public hearing on August 13, 2024, the Planning Commission reviewed written and oral staff reports, conducted a public hearing, received testimony and all pertinent documents and information into the record related to the Fourth Amendment to the Development Agreement (DA 2018-01.04), Master Conditional Use Permit amendment (CUP 2017-12.04), and Tentative Map Applications SBDV 0004-2024 and SBDV 0005-2024, and recommended that the City Council approve the Fourth Amendment to the Development Agreement and the Tentative Map Applications, and approved the Master Conditional Use Permit subject to City Council approval of the Fourth Amendment to the Development Agreement; and
WHEREAS, if approved by the City Council, the Fourth Amendment to the Development Agreement (DA 2018-01.04) would allow for the relocation of the Residential Amenity from Lot 1 to Lot 5, and allow for the establishment of 12 hotel investment suite units as a component of the 53-room hotel on Lot 1; and
WHEREAS, Developer has submitted applications to the City seeking approval of Major Design Review (DR 0005-2024), a Conditional Use Permit (CUP 0005-2024), and a Variance (VAR 0001-2024) for the Mill District Hotel Project on Lot 1 comprised of a 53-room hotel with up to 12 rooms provided as hotel investment suites, a restaurant, spa and ancillary uses in an approximately 65,000 square foot building with a separate approximately 1,700 square foot commercial/retail building; and
WHEREAS, Developer has submitted an application to the City for a Tentative Parcel Map (SBDV 0003-2024) that identifies one common area parcel, two exclusive use common area parcels and three air space parcels: Parcel 1 – Hotel (1st – 4th Floor); Parcel 2 – Condos (2nd – 4th Floor) ; and Parcel 3 _ Retail (1st Floor), as well as an exclusive use common area in favor of Parcels 1 and 2 for the pool facilities and an exclusive use common area in favor of Parcel 1 for the restaurant patio on the 1st Floor of Lot 1; and
WHEREAS, at a properly noticed public hearing on August 27, 2024, the Planning Commission reviewed written and oral staff reports, conducted a public hearing, received testimony and all pertinent documents and information into the record related to Major Design Review (DR 0005-2024), a Conditional Use Permit (CUP 0005-2024), and a Variance (VAR 0001- 2024) for the Mill District Hotel Project on Lot 1, and Tentative Parcel Map Application SBDV 0003-2024.

7.A.v
Packet Pg. 561 Attachment: 8. PC Resolution 2024-16 Lot 1 Tentative Map (SBDV 0003-2024) (4605 : Mill District 4th DA Amendment and Lots 1, 2, 3 Tentative PC Resolution No. 2024-16 Page 3 of 13
NOW THEREFORE BE IT RESOLVED that the Healdsburg Planning Commission, having reviewed Tentative Map Application SBDV 0003-2024, has determined that any environmental impacts related to the Mill District Project have been reviewed and considered in accordance with the provisions of the California Environmental Quality Act. The environmental review for the Mill District project ("Project") relied upon the certified EIR for the Central Healdsburg Avenue Plan ("CHAP EIR") which was prepared pursuant to the California Environmental Quality Act (Pub. Res. Code § 21000, et seq.) ("CEQA"), and certified by the Healdsburg City Council on January 21, 2014 (State Clearinghouse No. 2012112011). In 2019, the Project was evaluated for consistency with the CHAP EIR as part of City approvals for a Tentative Map, Master Conditional Use Permit, Heritage Tree Removal Permit, and Historic Demolition Permit. The City identified three applicable CEQA streamlining and/or tiering code sections, each of which, separately and independently, provided a basis for the Mill District Project’s CEQA compliance:
(i) a Community Plan Exemption, pursuant to Public Resources Code Section 21083.3 and CEQA Guidelines Section 15183;
(ii) an addendum to the CHAP EIR, pursuant to Public Resources Code Section 21166 and CEQA Guidelines Section 15164; and
(iii) reliance on the CHAP EIR as a Program EIR, pursuant to CEQA Guidelines Section 15168 (collectively, the “Mill District CEQA Determination”).

The Mill District CEQA Determination continues to provide a basis for the CEQA compliance for Tentative Map Application SBDV 0003-2024 and the revised tentative map and circumstances under which the revisions are undertaken do not require the preparation of a subsequent EIR or supplemental EIR pursuant to CEQA Guidelines Section 15162 or 15163, respectively.

BE IT FURTHER RESOLVED that the Healdsburg Planning Commission recommends that the City Council approves Tentative Parcel Map Application SBDV 0003-2024 as shown on Exhibit A and subject to the Conditions of Approval attached hereto as Exhibit B incorporated herein by this reference based on the facts and findings as set forth below:

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