Agenda packet, regular meeting — Newark City Council, July 23, 2026 (part 3 of 7)

a. Any establishment or business that conducts retail (the sale of goods to ultimate consumers, usually in small quantities), or restaurant (an establishment where meals, prepared food, and / or beverages are served to customers).

2. CATEGORY 2: Professional services ($25 base tax, plus 0.0025 × gross receipts in excess of $100,000):
a. "Professional services" means any professional services, as that term is ordinarily and commonly used and understood, wherein individuals are engaged in the business of offering to the public professional or semiprofessional services for compensation, and not specifically covered under any other part, chapter or section of this chapter, and shall include those professions generally requiring governmental certification or a professional degree, but not be limited to the serves rendered by a person engaged in the practice or profession of law, medicine, surgery, dentistry, ophthalmologist, optometry, chiropractic, osteopathy, chiropody, dental technician, hairstylist, beautician or cosmetologist, aesthetician, laboratory technician, physical therapist, massage establishments and technicians, mortician, undertaker, psychologist, psychotherapy, radiologist, speech therapist, veterinary, licensed financial planner, licensed investment counselor, land developer, real estate agent, real estate broker, stock / bond or security agent or broker, civil, mechanical, electrical, industrial, or other class of engineer, surveyor, geologist, appraiser, architect, accountant, real estate management, property management, income tax preparers, bookkeepers, income tax consultants, developer, or marriage counselors.

3. CATEGORY 3: Contractors and Services ($25 base tax, plus 0.002 × gross receipts in excess of $100,000):
a. “Contractors” means every person, firm, or corporation conducting, managing, or carrying on the business of a contractor, subcontractor, or builder; or engaging in the construction or repair of any buildings; or engaged in any engineering, construction, operating, or advertising as such, or representing himself as such, and regularly employing help for building construction, sewer construction, plumbing construction or general construction. b. "Services" means any services, as that term is ordinarily and commonly used and understood, wherein individuals are engaged in the business of offering to the public services for compensation, and shall include but not be limited to the services rendered by a person engaged in the practice such as gardeners, personal shoppers/assistants, event planners, pet sitters, tutoring, arts instructor, delivery services, administrative/general office, public utilities, towing, and transportation (public). If a business cannot clearly be classified within a category listed in this chapter or could reasonably be classified in more than one category, the Collector shall classify the business as a “services” business, and the business shall be subject to the business tax rate for Category 3.

4. CATEGORY 4: Rental (Commercial and Residential), self-storage, hotels, motels and short-term rentals ($25 base tax, plus 0.00075 × gross receipts in excess of $100,000):
a. Any business, individual, or entity that leases, rents, or otherwise provides property to another individual or entity for compensation.

5. CATEGORY 5: Manufacturing, wholesaling and importing/exporting of goods ($25 base tax, plus

0.00075 × gross receipts in excess of $100,000):
a. "Manufacturing" includes every person conducting or carrying on a business consisting of manufacturing, packing, or processing any goods, wares, merchandise, or commodities at a fixed place of business within the City or conducting or carrying on a business of cold storage or refrigeration. This type of industrial business involves the production of goods on a large scale, using labor and machines, and then selling these goods in bulk to retailers, other manufacturers, or wholesalers. It encompasses a wide range of sectors, from food production to electronics and automotive manufacturing. Examples include, but are not limited to, food production companies, electronics manufacturers, pharmaceutical manufacturing, and automotive parts wholesalers.

Page 11 of 11 ends

b. "Wholesaling" means every business conducted solely for the purpose of selling goods, wares, or merchandise in wholesale lots for resale.

6. CATEGORY 6: Distribution and logistics ($25 base tax, plus 0.003 × gross receipts in excess of $100,000):
a. "Distribution and logistics” means every business conducted solely for the purpose of maintaining or renting space for the storage of any kind of property or transporting or distributing property. These operations include distribution centers, fulfillment centers, and storage facilities (other than self-storage). It also includes business conducted for the purpose of distributing and transporting goods, including but not limited to:

General Freight Trucking
Packing And Crating
Warehousing And Storage
Motor Vehicle Towing
Truck Transportation
Specialized Freight (except Used Goods) Trucking, Local Inland Water Freight Transportation
Other Support Activities for Road Transportation
Used Household and Office Goods Moving
Freight Transportation Arrangement
General Warehousing and Storage
Item F. 2.

DATE 07/23/2026
TO Honorable Mayor and City Council Members
FROM Carmelisa Lopez, Senior Planner
SUBJECT Adopt a resolution authorizing the City Manager to execute the Second Amendment to the Park Agreement for the FMC Willow and Grand Park Project at 8787 Enterprise Drive (APNs
537-0852-001-08, 537-0852-002-009, & 092-0100-005).

SUMMARY AND RECOMMENDATION
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the Second Amendment to the Park Agreement for the FMC Willow and Grand Park Project at 8787 Enterprise Drive (APNs 537-0852-001-08, 537-0852-002-009, and 092-0100-005) (the "Project"). The draft resolution is included as Attachment A.

The Project was approved by the City Council in September 2022 and includes a 370-unit mixed-use development. The Project also includes updating the boundaries of Grand Park, a 5.0-acre public park approved with the recently completed Harbor Pointe Project, a 192-unit residential development adjacent to the Project site. Grand Park will be constructed and dedicated to the City by the Applicant, Lennar Homes of California, LLC.

A Park Agreement between the City, Applicant, and Property Owner, FMC Corporation, was executed to establish the terms for the construction and dedication of Grand Park.

The First Amendment to the Park Agreement was executed with the Project approvals and included reconfiguring the park boundaries in response to environmental remediation activities and updating certain deadlines due to delays caused by the need to relocate Union Sanitary District force mains within the park parcel.

Following Project approval, unforeseen title issues between the Applicant and the San Francisco Public Utilities Commission (SFPUC), a property owner adjacent to the Project, affecting a portion of the Project site, delayed the processing of the Final Map and improvement plans, resulting in a qualifying development moratorium. The qualifying development moratorium extends the entitlement expiration date. The Project's entitlement expiration date cannot be determined until the title issues are fully resolved.

As a result of the unforeseen title issues, a Second Amendment to the Park Agreement is requested by the Applicant and Property Owner that includes:

Extension of the deadline for the Property Owner to grant the Applicant access to the park parcel to start construction of the park improvements; Extension of the deadline the Property Owner must deliver the Irrevocable Offer of Dedication to the City;
Update to certain exhibits to reflect the current park parcel map and conceptual park plan; and
Clarification on the conditions for the City's release of the park delivery bond posted by the Property Owner.

The proposed Second Amendment would not change the July 3, 2028 deadline for completion of the park improvements and dedication of the park to the City.

BACKGROUND
FMC Corporation (“Property Owner”) and Lennar Homes of California, LLC (“Applicant”) have submitted a request to amend the Park Agreement for the FMC Willow and Grand Park Project (Project Number RZ2020-001), a mixed-use development project proposed on a 22.1-acre site located at 8787 Enterprise Drive.

Project Description
On September 22, 2022, the City Council approved the FMC Willow and Grand Park Project (the “Project”) located at a former industrial site located northwest of the intersection of Willow Street and Enterprise Drive within the Bayside Newark Transit Oriented Development Specific Plan, formerly known as the Dumbarton Transit Oriented Development Specific Plan. The Project includes 279 attached townhouses, a 1,485 sq. ft. community building for residents,a mixed-use building with 91 affordable units and 3,600 sq. ft. of ground-floor retail, and 1.8 acres set aside for a future transit station. The Project also includes adjusting the boundaries of Grand Park, a 5.0-acre public park approved with the recently completed Harbor Pointe Project (formerly named FMC Parcel C), a 192-unit residential development on a 17.4-acre site located west of the intersection of Hickory Street and Enterprise Drive that was approved in 2019. Grand Park will be constructed by the Applicant and delivered to the City as part of the Project. The staff reports, resolutions, and ordinances for each project are included as Attachments B and C.

The City Council approved entitlements for the Project including a Vesting Tentative Map (Tract 8559), General Plan Amendment, Specific Plan Amendment, Design Review, Minor Use Permit, Density Bonus, Park Agreement Amendment, Alternative Means of Compliance to payment of the Housing Impact Fees, and addendum to the Dumbarton Transit Oriented Development Specific Plan Environmental Impact Report (State Clearinghouse #2010042012).

Entitlement Extension
In 2024, the Applicant requested a two-year extension of the entitlements because additional time was needed to complete the processing of the Project’s improvement plans and Final Map. The Applicant encountered unforeseen delays related to a title dispute affecting a portion of the Project site and a dispute regarding a claim of purported rights to discharge water in a water course or other proper drainage facilities over a portion of the Project site.

On May 14, 2024, pursuant to Newark Municipal Code (NMC) Section 16.08.130, the Planning Commission reviewed and approved the extension request for the Vesting Tentative Map. On July 2, 2024, pursuant to NMC Section 17.31.130, the Community Development Director reviewed and approved the extension request for the other entitlements. The new expiration date for the entitlements is September 22, 2026.

Due to the unforeseen title issues between the Applicant and SFPUC that resulted in staff delays related to processing the Final Map and improvement plans, the Project qualifies for a development moratorium pursuant to the Subdivision Map Act.

Specifically, under Government Code Section 66452.6, the duration of a tentative map excludes any period of time, for up to five years, during which a development moratorium is in existence. A development moratorium includes actions of public agencies that prevent, prohibit, or delay the approval of a final map. Thus, due to the title issues between the Applicant and SFPUC that resulted in staff delays in processing the Final Map and improvement plans, the Applicant is entitled to a development moratorium for the delay period.

Although City staff processing of the Final Map and improvement plans has resumed, the title issues have not been fully resolved. A new entitlement expiration date will be determined when the title issues are fully resolved.

Project Update
The Applicant is working to resolve the outstanding title issues to allow the Project to move forward. Since approval of the entitlements in September 2022, substantial progress has been made on the development plans, including the Final Map, improvement plans, residential building plans, mixed-use affordable housing building plans, and community recreation facility plans. All plans have been submitted for building plan check and Final Map review. Demolition and rough grading activities also commenced in May 2026.

For the Grand Park, construction progress has been delayed due to an extended plan check process associated with the unforeseen title issues. Resolution of these issues has prolonged the plan check timeline from 2024 to the present. These matters are now nearing resolution, allowing the Project to proceed. The Applicant anticipates receiving building permit approval for the park improvement plans and commencing construction in Fall 2026.

DISCUSSION/ANALYSIS

DISCUSSION/ANALYSIS
Park Agreement
The Park Agreement for this Project (see Attachment D) was executed on January 24, 2019 with the Harbor Pointe Project. The Park Agreement is between the City, Property Owner, and Applicant and establishes the terms for the construction and dedication of the park to the City. The Park Agreement also requires completion of site remediation activities to address on-site contamination prior to park dedication and sets forth the requirements for both remediation and construction of the park improvements.

First Amendment
On September 22, 2022, the First Amendment to the Park Agreement (the "First Amendment") (see Attachment E) was executed as part of the Project. The First Amendment reconfigured the park boundaries in response to environmental remediation activities to be performed by the Property Owner, creating a larger buffer between the remediation area and homes that would be located east of the park.

Certain deadlines within the Park Agreement were also updated due to delays caused by the need to relocate Union Sanitary District force mains within the park parcel.

These deadlines include the date the Property Owner must allow the Applicant access to the park parcel for construction of the park improvements (December 31, 2023 to December 31, 2025) and the date that all park improvements must be completed such that the Irrevocable Offer of Dedication (“IOD”) may be accepted by the City (July 1, 2026 to July 3, 2028). The First Amendment did not change the overall size of the park or the previously approved amenities.

Proposed Second Amendment
The proposed Second Amendment to the Park Agreement (see Attachment A, Exhibit A) includes the following:

Extension of the date the Property Owner will grant the Applicant access to the park parcel to start construction of the park improvements from December 31, 2025 to August 31, 2026. This date may only be extended under limited circumstances as specified in the Park Agreement. The extension allows time for the Property Owner and Applicant to finalize the Construction License Agreement, for approval and recordation of the Parcel Map establishing the park parcel as a separate legal parcel, and for issuance of the associated building permit. The Property Owner and Applicant have agreed that access will be granted on or before August 31, 2026.

1. Extension of the date the Property Owner must deliver the IOD for the park parcel to the City from the execution date of the Park Agreement to no later than issuance of a fine grading permit for the park improvements or City approval of the Parcel Map creating the park parcel, whichever occurs first. The Property Owner and Applicant anticipate these milestones will occur within the next few months.

2. Updates to certain exhibits to reflect the most current versions of the park parcel map and conceptual park plan. The conceptual park layout has been refined

3. following City staff review, including minor relocation of certain amenities, and updated to accurately depict the Groundwater Extraction and Treatment System to be relocated onsite. These updates refine the depiction of the park parcel; however, there are no changes to the park’s size, boundaries, or previously approved amenities.

Clarification on the conditions for the City’s release of the park delivery bond posted by the Property Owner.

4. The amendment would not change the July 3, 2028 deadline for completion of the park improvements and park delivery date to the City.

FISCAL IMPACT
The recommended action would have no impact on the current fiscal year budget. The Second Amendment to the Park Agreement would revise certain terms and deadlines related to the development of Grand Park, which will be constructed at the expense of the Applicant as part of the Project. The Park Agreement requires that all park improvements must be completed such that the IOD may be accepted by the City by July 3, 2028. While no immediate fiscal impact is anticipated, acceptance of the park will result in future operations and maintenance costs to be considered in future fiscal year budgets.

STRATEGIC PRIORITY AREA
Modernize Public Facilities and Infrastructure
REVIEW AND APPROVAL
Prepared by - Carmelisa Lopez, Senior Planner
Reviewed by - Steven Turner, Community Development Director Reviewed by - Krysten Lee, Finance Director
Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - David J. Benoun, City Manager
Attachments
Attachment A Resolution
Attachment A Exhibit A - Second Amendment
Attachment B - FMC Willow and Grand Park Project Staff Report, Resolution, and Ordinance
Attachment C - Harbor Pointe Staff Report, Resolutions, and Ordinance Attachment D - Park Agreement
Attachment E - First Amendment
Staff Presentation
RESOLUTION NO. ______

RESOLUTION OF THE OF THE CITY COUNCIL OF THE CITY

OF NEWARK AUTHORIZING THE CITY MANAGER TO

EXECUTE THE SECOND AMENDMENT TO THE PARK
AGREEMENT FOR THE PROPOSED ‘FMC WILLOW AND
GRAND PARK’ DEVELOPMENT AT 8787 ENTERPRISE
DRIVE (APNS 537-0852-001-08, 537-0852-002-009, & 092-0100- 005)
WHEREAS, FMC Corporation (the “Property Owner”) and Lennar Homes of California, LLC (the “Applicant”) submitted a request to amend the Park Agreement for the proposed ‘FMC Willow and Grand Park’ development (“Project”), a mixed-use development proposed on a 22.1- acre site located at 8787 Enterprise Drive; and
WHEREAS, the Project site is a vacant, former industrial site located northwest of the intersection of Willow Street and Enterprise Drive within the Bayside Newark Transit Oriented Development Specific Plan, formerly known as the Dumbarton Transit Oriented Development Specific Plan; and
WHEREAS, the City Council approved entitlements for the Project (Resolution Number 11,407) including a Vesting Tentative Map (Tract 8559), General Plan Amendment, Specific Plan Amendment, Design Review, Minor Use Permit, Density Bonus, Park Agreement Amendment, Alternative Means of Compliance to payment of the Housing Impact Fees, and addendum to the Dumbarton Transit Oriented Development Specific Plan Environmental Impact Report (State Clearinghouse #2010042012); and
WHEREAS, the Project will include 279 attached townhouses, a mixed-use building with 91 affordable units and 3,600 sq. ft. of ground-floor retail, a 1,485 sq. ft. community building, and

1.8 acres set aside for a future transit station. The Project will also include adjusting the boundaries of Grand Park, a 5.0-acre public park approved with the recently completed ‘Harbor Pointe’ Project, a 192-unit residential development on a 17.4-acre site located west of the intersection of Hickory Street and Enterprise Drive approved in 2019; and WHEREAS, the Park Agreement was executed on January 24, 2019 with the Harbor Pointe’ Project; and
WHEREAS, the First Amendment to the Park Agreement was executed on September 22, 2022 to reconfigure the park boundaries in response to environmental remediation activities to be performed by the Property Owner and revising certain deadlines within the Park Agreement due to delays caused by the need to relocate Union Sanitary District force mains within the park parcel; and
WHEREAS, the Property Owner and Applicant have requested a Second Amendment to the Park Agreement due to extended delays in implementing certain terms of the Park Agreement resulting in the delay of delivery to the Applicant of access to the park parcel for construction of the park improvements; and
WHEREAS, the Second Amendment to the Park Agreement includes extending the deadline for the Property Owner to allow the Applicant access to the park parcel for construction of the park improvements, extending the date the Property Owner must deliver its Irrevocable Offer of Dedication for the park parcel to the City, updating certain exhibits to refine the general depiction and conceptual plan for the park parcel, and clarifying the conditions for release of the park delivery bond posted by the Property Owner.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newark as follows:

Section 1. That the forgoing recitals are true and correct and made part of this Resolution.

Section 2. The City Council of the City of Newark hereby authorizes the City Manager to execute the Second Amendment to the Park Agreement, in a form approved by the City Attorney, and to take all actions and execute all documents in connection with the Park Agreement that are consistent with this Resolution.

Attachments
Exhibit A – Second Amendment to Park Agreement
-1-

SECOND AMENDMENT TO PARK AGREEMENT
THIS SECOND AMENDMENT TO PARK AGREEMENT (this “Amendment”) is dated as of ____________, 2026 (“Effective Date”), by and among FMC CORPORATION, a Delaware corporation (“FMC”), LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company, (“Builder”), and CITY OF NEWARK, a California municipal corporation (“City”) (collectively, the “Parties” and individually, a “Party”).

R E C I T A L S
A. FMC, the City and The Parcel C Project Owner, LLC, a Delaware limited liability company (“PCPO”) entered into that certain Park Agreement dated as of January 24, 2019 (as amended by the First Amendment, the “Park Agreement”).

B. The Park Agreement was assigned by PCPO to Builder pursuant to that certain Assignment and Assumption of Park Agreement dated December 28, 2020, in accordance with Section 14 of the Park Agreement.

C. The Parties entered into that certain First Amendment to Park Agreement dated as of September 22, 2022 (the “First Amendment”).

D. Through no fault of the Parties there have been numerous delays in implementing certain terms of the Park Agreement by FMC and Builder resulting in the delay of delivery to Builder of access to the Park Parcel for its construction of the Park Improvements thereon.

E. The Parties desire to further amend and modify the Park Agreement, and to provide clarification and acknowledgment with respect to certain terms thereof, in accordance with the terms and provisions set forth herein. Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Park Agreement.

AGREEMENT
NOW, THEREFORE, in consideration of the covenants herein contained and the respective undertakings of the Parties hereinafter set forth, it is hereby agreed:

1. Delivery of IOD. Section 3 of the Park Agreement is hereby amended to provide that FMC shall deliver the IOD to the City not later than the date of issuance by City to Builder of a fine grading permit for the Park Improvements or City approval of the parcel map creating the Park Parcel.

2. Acknowledgment of Satisfaction of Certain Conditions Precedent to Dedication of Park Parcel. The City acknowledges that, as of the date of this Amendment, the conditions precedent to City’s acceptance of the IOD as set forth in Sections 3.1, 3.2, and 3.3 of the Park Agreement have been fully satisfied.

3. Park Improvements.
-2-
(a) Exhibits. The Parties have agreed that the configuration of the Park Parcel shown on Exhibit 1 of the First Amendment is hereby replaced with Exhibit “3” attached to this Amendment. In addition, the Conceptual Park Plan attached as Exhibit 2 to the First Amendment is hereby replaced with Exhibit “4” attached to this Amendment. (b) Conditions to Delivery of Park to Builder. Section 4.1 of the Park Agreement is hereby amended to read as follows:

Following delivery of the IOD or City approval of a parcel map as described in Section 3.5 above that contains an offer of dedication of the Park Parcel to City in accordance with the terms and conditions of this Agreement, satisfaction of all the conditions precedent set forth in Sections 3.1 through 3.3 and Section 3.5 above for acceptance of the IOD, and upon approval by the Parties of Approved Park Plans for grading and utilities at the Park Parcel, FMC shall deliver to Builder access and permit Builder to enter the Park Parcel (“Park Delivery”) to construct all park improvements set forth on Exhibit “C” attached hereto in accordance with the Approved Park Plans (“Park Improvements”), pursuant to a separate Construction License Agreement (“License”). The License shall automatically terminate upon the conveyance of the fee title to the Park Parcel to the City. (c) Approved Park Plans. The sixth sentence of Section 4.3 of the Park Agreement is hereby amended to read as follows:

The Approved Park Plans shall be completed no later than the Park Delivery Date. (d) Park Delivery Date. The “Park Delivery Date” of December 31, 2025 set forth in the first sentence of Section 4.9 of the Park Agreement is hereby amended to August 31, 2026. All references to the date of June 30, 2020 set forth in Section 4.9(a) and elsewhere in Section 4.9 of the Park Agreement are hereby amended and replaced with “the Park Delivery Date.”
(e) Release of Park Delivery Bonds. The last sentence of Section 4.9(b) of the Park Agreement is hereby amended to read as follows:

Notwithstanding any provision in this Agreement to the contrary, the Park Delivery Bonds shall be simultaneously released within ten (10) days after the date when (i) the conditions precedent set forth in Sections 3.4 and 3.5 have been satisfied, (ii) the License is executed pursuant to Section 4.1, and (iii) the Park Improvement Bond is posted (or the first of any multiple Park Improvement Bonds is posted) pursuant to Section 4.10.

4. Counterparts. This Amendment and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one Amendment binding on all Parties hereto, notwithstanding that all Parties are not signatories to the original or the same counterpart. The Parties may also deliver executed copies of this Amendment to each other by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be -3-
valid and effective for all purposes. No Party may raise the use of any image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Amendment. At the request of any Party, the Parties will confirm signatures by signing and delivering an original document.

5. Conflict. In case of any inconsistency between this Amendment and the Park Agreement, the provisions containing such inconsistency shall first be reconciled among the Parties to the maximum extent possible, and then to the extent of any remaining inconsistency, the terms of this Amendment shall control.

6. Entire Agreement. The Park Agreement, together with this Amendment, embodies the entire understanding between the Parties with respect to its subject matter and can be changed only by an instrument in writing signed by the Parties.

7. Force and Effect. Except as modified by this Amendment, the Park Agreement is ratified, affirmed, in full force and effect, and incorporated herein by this reference. [Signatures on Following Pages]
-4-
IN WITNESS WHEREOF, this Amendment has been executed on the date first set forth above.

CITY:

CITY OF NEWARK, a California municipal
corporation
By:

Name:

Title:

ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
[signatures continue on the next page]
-5-
BUILDER:

LENNAR HOMES OF CALIFORNIA, LLC, a
California limited liability company,
By:

Name:

Title:
[signatures continue on the next page]
-6-
IN WITNESS WHEREOF, this Amendment has been executed on the date first set forth above.

FMC:

FMC CORPORATION, a Delaware corporation
By:

Name:

Title:
-7-
EXHIBIT “3”

GENERAL DEPICTION OF NEW PARK PARCEL
[see attached]
-8-
-9-
EXHIBIT “4”

NEW CONCEPTUAL PARK PLAN
[see attached]
-10-

!"# $
%&'

&('&
)*+,
-
.

/
0
12'
3

''(
0/34
05 $/6.%$/7
849:'
3 .% ;
0<
('%&
0=(
4%
> .
%&
7

(% $
=1:
?

@
2%<
:
&

$0%$ 3
'
.3

0'A %6.9$0 $B12

3

0/C
0'B3''( 3/A
D
46.9'E

03F

%G%H

I
33
%33/

0

%%@JK I
3

0 L$.8M KGFN
JKN

N
1'
2%KGFN
JKN

N
F1'
2%KGFN
JKN

N
JO
N

KP :>$=Q$8&=
R8&$<R8 D
4.ER4%SS
/

''

('A
D
46.9%
TN
('/
E''4/
/
4A

'
%S % D
4.ER4%SS
</'' 'E4

/4 3/

3D
4:'
&
(4
/
/7
849<
R
&(':'
3 .1:'
3 .2%394 /&
<
R
&(':'
3 .</'' 'E4
('/(%3

FN

3

04
/
TN

0

03G%H

I
33

3
33

1

00M

2%@JK I
3

0%04
/''T
J
33

1 $/3 .E. 2 :33 //

512'

''(
0/34
05$ /6.%$/7
849:'
3 .%;
0<
('%&
0 =(
4%
> .
%&
7

(%$
=1:
?

@
2% <
:
&

$0%$ 3
'
.3

0' A %6.9$0$B124
(3

0%
%

0/C
0'B3/A
D
46.9'E

03F

%G%H

33
%33/

0

%@JK 3

0 7$
U6=R>8& .

> </A
:
4 /

''T
@HF 00'/
3
(
0/ '
0
%. $%7%
%&%%A%6%1A
0 5A
:
.&
0
2 A
0 5A
:
.&
0

FKH%H5G..
$0
/' 5'

/ '
V0V3W IX@JJO(V
X
OXTOX
O
XHGFH

"#$

"%

&

'

"

(

)

) &*

*

,

-
. -
"

"

"

"

"

%

" '
%(

/

01#213$
$45#

411
"
1

7 789:;<<=
*7:>=:+!

=

:

= :$5?3031#$

!
"
"

"

#$

%

#&
$

&

"

'()

*+,-
'

)!
.
/
"

"
"

"

'0&*)

0&*

"1

!2

"

$
""
$
#*++
*++3! 41

5"

"
/
#--
"

/

"

!5"

'(
)$"

!
"
$

-*3!
"$$
(

#"
5
%
"'5
)
-*+

#05
&2
6!5

$
"

7

"

$"!5
$

"
"
"
(
!5

$

"#-*+#

25

.
'
25 .)!6 8$"#
9"#-*+ (

!5"

"

/

"
#
-*+
8$"#-*+ 7$

#%

$
"
"

$
%
!
"52:
.
'52:
.)

8$"#; -*+

"

2

#
% #

$

"

&
! .

9$"

.

9$"

#

8%-*-!

#

"
"

$"
;<*3<, , =*

6"

<<#!

!"<>>""!
"?
@A(BBC$>"A-C"
A07C

AC
A,=+;=<*,

#
$

%

&

'

#
$

(

)

#
$

!
#
$

*+,-

,

(

.&

/

0
&

/

0
1
&

/

1
&

/

2,-

3
*+,-

$
*44

5

)62
"

&' $7 '8#3!#!.9 '

(

2:-

+

6
*
4

*;4,-

,<

!*

)
"
'

(

)

)

# <

=
2>=0$?
<

'

)

$

-.7=

!

@

$/

)

A=
**

'

(

(

;*-

(
)

53*,3::>2*
0
!'

>33

3

BB

C-D;44EBDED%(EDE
D:2+5;3*:

#$ % $ $

$

%

$

&

$

$

$

'

& $

(

$
$

")

" $

*

+ ,

$

-
%

$
. /

)/

01

01
/ $
$

$

$
& &

0.0 *

*

$

/

$
$

% $
2"

2 "

/ "

$
&

&
$

&

$ &

$

$

&

$/ $ &

*
&

$
!
$

&

$

$$

$ &
$
& &
$

$ &
$$ $ $ & -
% $

#$ % " $/
$ & &

&

$/ $

/ %$ $
&
3 4& #$ % "

$ $
&

$
&
$

$
$

$ $$
$
$
& 3 4& #$ % / $
3 4&
$

5
5

$
,,6

$

$
&

%
%
&

$ &
$

$

% &

7 $ & )
$
$

&
% $ &
-

89 9
0 0:; ' " 7

:99

9<<

=*>1??@&<
>@
>3)@>@>0;.
8 9 0

! "

#

%

!%
&"

''

(

)

*

$ )

)

)

)

)

,-,

)

) .

)

/

0 % 123212&4512326 $

'7+3(
)

1'3

'1&

'484( 12'3(

'&29( 1'2+(
76

1&9'
1711(
:

)

%

)

;

*
%

*

)

)

#
#
66 <=

#
#

)

;

;

-

/

)

)

*
-

)

#
#

-

%%

)
(

36
-

!%
+;)3"

*

))

)
#
#

-

# )
*
? 1712'8$ -

)

)

)
*

*

)

@
)

$
0

!0")

)

$

)

>

$

)
-

$
0

9@'3@144A&'
%
/

A@@
)

@
B B
C(D7++EBD2E
D;
E

DE
D4&8194@'4

!

"

#

$
#

"

"

'

"

'

"

(
#

$
#

)*

+ !

,

( "

-)

(

'

#

(

(
#.

'

/ / "

!

"

(
#

'

$
#

(
#

0
(
#

2 3

(
#

4&
"

! 5

(
#

(

(
#

6

1

"
"

"
+ !
" ,

( "

(

"

"
"

(

!

(

! (

6 -'&

&

7 )

&
7 8!

7 9(
&

&

7
" :(

(

2

(
#

0
(
#

"
2

"
"

(
#

, 4

(

"

;<-:<)="=68-##
%
6<<

< >
>

?@9AAB
>@*B
@+4

@ B@=8C);;<-=

#
$ %

#
$

%

'

(

)

'

./"

0)
)123

'

*4

&"5

(
!

2
464

7

*48
444

/.
9+4

.
*;+

8 244

7

6"

*28

/

1'

/

&

$

'<
'

3

'

&
$

.4*4

&

=

&
,

(&
&
>
'

+
#)

/

)
.4?

!

*

)
.4? *@

(

=<(

=< 1
3 =< 1
3 97*67.2
2@8*A
'
:

@77

7
B
B
CD/++EB
D4ED#)
ED

ED28;.9+7*2

!"#$% &&
!"#$%
'(
) )

*' ##+ #,""
# #)
' "
,##)-
!"#$% .
/ , " )0,##, ,

, " +1 ),## )- %"#)))-, #) ' "#)- ,

2&&

!"#$% ./$2
0 ,
#1 )
#))&
/
/ %#
3#)))
' 4, , )
, " +1 )#)-# % ,3#))1 )
' 4,
) +1 ) #)-05 )%, 6 +%7&&.81 &.0.0#)-, ))#1 ) &
, " #)-. , " # % ,#,# #) ' 40 %94" #)-, +6 %94".4# 06 +%#7%5,()
' #"6 #$1 )+ ,# #)
$'-/,)13 "#%:) "3"3 "# ,%6
# 41
1"#1 ) , +6 )%;3 ), " #1 ), +6 )1#)33 "
%/ + #
". "+ 9 $) # 40#')%
1
3# "
1) %)16 1 1 #
#3)
3 % #
,! ,%$ .;0)%)( # " 4 )-##1+))1#7%5,() ' #1" %94" 8 ' 4 #)) #6 8 ' 4 #)-
% 3!"#$% 3'( 9 ' + < $% 3

23' + < '( 9 .4#3= #+0<+,##6 +13) ' 4>"
)43#)) , 8 ' 4' + +(,
#"? + ?')8 ' 4#" @2"% " @2.0')@2.0 ' + <

2 % &

3?&'
'4"<
#)?

) + %#
)A"A
B6CD1A CDC=
D C DC&E
E

"

#

$

"
%

&'

$ #

(
)

*+,- #

(
.#
#

#$
/
$0#

"1
(#

(
)

&(
(

(
)

#

'

(
)

#$
-

$2

3/4

$

*0,43
.

#$

1
(

$
(
(

,
/,

&$
5
(
(

' 6
#

#$

$ 07

#

5
#"

#

8

$9:*'
12

--*.*. :

$

$

*6

75;/"
.

2

((
1
(
(

<
(6
&

=

:

&

*:&. *>.#

#
1

1
(
5 $

5

((

$

5
#
(

&:&=

$
(

"$

(

$
:

?#9(
$
&((

(
(

&""
#$

(
)

&"@
(

<

2
<

2
<
*
.
(

<
*
.

#

:
2
*
,:2. 2

/4
#

:
2
*24,:2. - :

&

*:&. &

9

*&9.+ *>. !

"

#

$

&

9

&

$

=

8

(
(

/
"

$$
"

#

" &/
" (
1

$-77#

#

#

$,-3
(
24=

&/
=

(
(

9(
$
5"
(
1
"

1/"

#

$
9(
$
5

(

$$
"

(
(

#
# 1

9(
$
&
1(
(

$+7#

(

*
.=

#
"

#

#

3
&
5

#
8=

$((
/

,

$
:

&

*:&.

#

:
2
*
,:2.*
6

-.&

#
#
1

"

9(
$

=
$

#

"

9

6

&9(
$
1

((
/

-

"
=$
&

9

& #

#
"

7

5
(
)

#
8=

$7

$:

33+-5-@
6 %

(
@33("

3(
AA

$B
8C077
1A C

C;/

C

C-+ 3-

!
"

!
#

#

$

&
' (
&

)

*

!
*

*

!
"

%

!
"

+
, -
.

#-

/ **
--

/
/
&
*

-

0
,

!

*
*
-

1-
2 .* 3
45!

!
!
!%

/
*

& 1** !

,5
7

/-

1- 8%9
1** !

-
)

&

-

*

*
** !

:1

&

-

*

&

-

&

** !

8,/
;<'

&

)

& ** !

*
!

#,/
=

*-
%

#,/ /

&

>
2

6-

#

*
-*-

?@'

)
*
*
*
*

*

)
*

?2<

)
*
!&

)
*

"

-!
*

*-
!

:
#,/
=

6-

#
*

@;

!

5-
?';
-
1

8,/ ;<'

&

-

&
** !

&

-
*

6-

#

!

6-

*

!

**-& *

8,/
;<'
.

+

<@
*

&

-5
*
** !

-

-

** !

@;

"
*

*
!
@

)
-!
*
** !

)A !
@1&

6-

*

+)
.!

*
1,6

+) 7 7

B
C
D'E @@@;
C
'<E D
,
<E 2
<'2F F
3
,

!

&

** !

&
**

-

)-
*

!
5

-
!
'

-
** !
&

** !

**
--

&

&

-

*

*-

** !

!

G
-5
!

&
*
**

*
*

@
! -

G
! -

D
D ! -
** !

-5
!

!

=

*
$

=

6

&

%

*
*

*

G
!

&

*
D
G
*
*

2
** !

-9

** !

G

!

&

%
*

*
&

;H'HG

GAD

,

1
6-

AHH
! -H
II--*-J)K@<<:&I-K:- K45: K: KGD2;HG

!

"

!!!#
"

$
%
!&'
'
(!)
!#

)

&*
+#+( ,'*+!
-

,'*+!
-

!

!

,'* +!
-
.
/'
'

/'
!!
)

+

#*0

1!
*

1

!"!

.31
45666 !*0

'
7
*"'

1

-31$

+#8

1

2

1
"7

99
2

!

"

"

&(.
/!

"

2

"!!
)

#
!

"
8
: !'!

+;

!

.
/*0

$/!!;;2

!!
)

!# '1
1

!! *
31!
+ 0

;!-*0

1!
*!

* 5<)

!

*5 <)

4 "
'
:

* "!!

!!
"
'
:

*!

51

+%1!

$

+#8

1 &*4("

!
!!
+%1!"

!!

;
2

!

-
!
!

!!

!

#$

'='

!/
" !/

!
!/>

!!

+
!

+
1

1
1

!

!+

!

! !/

!"

)

!#
!! :
7

"!!
2
:
7

!#"
!#

!"

?4

?65

*!

!

4@
@?A

+3+
*;
!A@@!

@!
BBC2D%55E B
D6ED<)ED
E
D
?4
?@

"

!

#
$%

&

'()
*+ ,-"

".
/0
!

1
2333.
0333. 20

42 /

4/1

#

/*5
.65'
!

.,- "

!

#

2*/1303
78

)

78

!.

/3

.

#

,-".

.
! 00'
!

!

0

,-

&

'()
*+ $
9
9
,-".

.$

!

$
:

;

60530
2*25313
78

<

! .20

42 /

/1
. 2'*
!

.

#

23=

.

!

!
$

)

!

!
#

!
#
0 "!

2

!

) 0>%. " "! :- %. "!
%.

%.
/3= %
&,-"+ $
" "!

,?
/0
65'00'613
-@ ,<-
2042A /4/1 2'*5252
% 142333
0333 33 5 ''06B5*13
"#
.
4

*4204/66>12","
9

>44

4
CC
D.EB''@ CE3@E()@E@E615/*21426

$%

&
'
() *
+

+

,

+

*
+

+

,

&--.

/(.

0122

34&-

$
%

&
'
0)
5

$.0(

)

$33-

)

$2-0

)

$324

)

$031

)
7

8
$-2-

)

$3&2

)
+

)

8
+
:
:

;

*
+

+

,

$%

&
'
() <

8;
=

;

+
;>

;

+
;

8

+

8
+
7

8

7
8

+

+
;

;

+
;

8
>

"
=

+
;

8

+

?,!
@

8
%

%

%

&

. ?5 !%A
5,8%!+ +

?,! @

;

+

"

%
+

$3&

)

(3-/1
1603
8,8
%

5
6

B
B
C D4&&EBD2E
D'
E

DE
D10./(3431

!
"

"
#
$

%
" &'(

"
)

*+,-.+(*+$#/0"/#+++!
.((11.+
-*,*2 #

"
*

-
&"*-)3 $

+
& )

"
*

-
&"*-)

4 $

.
4
&$.4)
1

"
&1

+
5676685675
9
5677) $
1
*:#
!

"*-

;

;

<
#

1

;

$

;

;

5677
"*- 1

;

;

;

<

5677 "*-

!

;
=

;

5677 "*-

*- $

+

1

";

1
*:#
!

1

7 7>8

#

;

?

*-

1

7 7>5
$
10#

#

(
(

-
"
&((-")

#

@
*
A
B
@ "

% $
"

9
75
5655

;

$
"

;

!
"

?

#

?

?

#

?

?

CC

#
&-

#

7)
$

$
"

8 6
&7

)

-

#

!
"
#

+
1

"

,

$
(

4

-

(
D

"

4

#

*-
&1 E5676685675)

$

1
4

#
#
(

"

%

#

! "
#
$
"

F
(
#
A07
05>
>3
7 "("
#

300

0 GG
H
?I8@@BG
I6BI* BI
BI>
J5A7
07>

!
"

#

$
%&
'($)

'(*+,
&
%
-

% /

,
!#

%,% 0!

,+
1*%
)!
2

"
3

4,

&
56,+

&
7"
! ,

&
8
#%
&9&%-"&
,&8 :
#

&9&;* !##
%
/
7<-3</55=0-
+

&%=<<
(%&%(
<
>,>

(#
?%@A188;

>
AB;
A9

;

A
;A50:/7-5<-5
RESOLUTION NO. 11,407

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEW ARK APPROVING A GENERAL PLAN AMENDMENT, A

SPECIFIC PLAN AMENDMENT, DESIGN REVIEW, MINOR

USE PERMIT, DENSITY BONUS, PARK AGREEMENT

AMENDMENT, ALTERNATIVE MEANS OF COMPLIANCE

TO PAYMENT OF HOUSING IMPACT FEE, VESTING

TENTATIVE MAP, AND ADDENDUM TO THE DUMBARTON

TRANSIT ORIENTED DEVELOPMENT SPECIFIC PLAN

ENVIRONMENTAL IMPACT REPORT CERTIFYING THAT

THE PREVIOUSLY APPROVED EIR (STATE
CLEARINGHOUSE NUMBER 2010042012) ADDRESSES ALL

THE IMPACTS OF THE PROPOSED 'FMC WILLOW AND

GRAND PARK' DEVELOPMENT, TO ALLOW FOR PHASED

RESIDENTIAL AND COMMERCIAL DEVELOPMENT AT
8787 ENTERPRISE DRIVE (APNS 537-0852-001-08, 537-0852-
002-09, & 092-0100-005)
WHEREAS, Willow Project Owner, LLC ("Applicant") submitted applications for a General Plan Amendment, Rezone, Specific Plan Amendment, Design Review, Minor Use Permit, Density Bonus, Park Agreement Amendment, Alternative Means of Compliance to Payment of Housing Impact Fee, Vesting Tentative Map, and an Addendum to the Dumbarton Transit Oriented Development Specific Plan Environmental Impact Report with the City of Newark to allow phased residential and commercial development at 8787 Enterprise Drive (APNs 537-0852-001-08, 537- 0852-002-09, & 092-0100-005) (the "Project"); and
WHEREAS, the Project consists of a phased development, the first phase of which will focus on: construction of phase 1-3, 66 dwelling units in PA4, and the community building, for a total of 344 residential dwelling units. Phase 2 would consist of the remaining 26 dwelling units in phase 4 and the Grand Park; and
WHEREAS, on December 12, 2013, the City Council approved The City of Newark General Plan, in order to, among other things update the policy framework and land use designations that will guide future development in Newark through 2035, including the 125-acre Dumbarton Transit Oriented Development Specific Plan; and WHEREAS, prior to adopting the General Plan on December 12, 2013, the City Council certified the General Plan Tune Up Draft Program Environmental Impact Report (EIR) (State Clearinghouse No. 2013012052), which was prepared for the General Plan Update and associated actions, analyzed the development intensities on a citywide impact level and adopted a Mitigation Monitoring and Reporting Program for the Newark General Plan Update; and WHEREAS, on September 8, 2011, the City Council approved the Dumbarton Transit Oriented Development Specific Plan (known as Bayside Newark), to provide a memorable community where housing, recreation, neighborhood retail center and employment opportunities would be integrated; and
WHEREAS, pursuant to and in accordance with the prov1s10ns of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; herein referred to as "CEQA"), the State of California Guidelines for the Implementation of the California Environmental Quality Act ( commencing with Section 15000 of Title 14 of the California Code of Regulations; herein referred to as the "CEQA Guidelines"), the City is the "lead agency" for the preparation and consideration of environmental documents for the Project; and WHEREAS, in accordance with CEQA Guidelines Section 15183, the City prepared an initial study to analyze the environmental effects of implementing the Specific Plan; and WHEREAS, the City of Newark certified the Dumbarton Transit-Oriented Development Specific Plan Environmental Impact Report (State Clearinghouse Number 2010042012) ("Specific Plan EIR"), adopted a statement of overriding considerations for the significant and unavoidable impacts identified therein, and approved a mitigation monitoring and reporting program on September 8, 2011; and
WHEREAS, pursuant to the requirements of the California Environmental Quality Act (CEQA) and CEQA Guidelines Sections 15162 and 15164, an initial study and an Addendum (collectively, "Addendum") to the Specific Plan EIR has been prepared for the Project, attached as Exhibit 8; and
WHEREAS, through this Addendum, it has been determined that the Project does not result in any new significant impacts and the conclusions in the Specific Plan EIR remain unchanged; and
WHEREAS, the Applicant proposes a General Plan land use amendments to various areas within the FMC Willow and Grand Park Project as shown in Exhibit 2 and are generally described as follows:

The project area will be redesignated from Community Commercial, High Density Residential, Parks and Recreational Facilities and Public Institutional to Medium Density Residential, Commercial Mixed Use, Public Institutional and Parks and Recreational Facilities for all that portion ofreal property shown on Vesting Tentative Tract Map 8559 in the City of Newark, County of Alameda, State of California as shown in Exhibit 3, attached hereto and incorporated by reference.

WHEREAS, the Applicant proposes amendments to the Dumbarton Transit Oriented Specific Plan for the FMC Willow and Grand Park Project, and make other conforming amendments to ensure consistency, described as follows:

The Project area will be redesignated from Commercial/Retail (R), Commercial/Office (C), High Density Residential (HDR), Transit Station (TS), Parks & Open Space (POS) to Commercial Mixed Use, Medium/High Density Residential (MHDR), Transit Station (TS), Restricted Use Areas and Parks & Open Space (POS) for all that portion of real property shown on Vesting Tentative Tract Map 8559 in the City of Newark, County of Alameda, State of California as shown in Exhibit 4, attached hereto and incorporated by reference.

Resolution No. 11,407 2
WHEREAS, the Applicant is requesting approval of a Vesting Tentative Map as shown in Exhibit 3; and
WHEREAS, the Project requires Design Review to ensure the overall design of the Project including its scale, massing, site plan, exterior design, and landscaping will enhance the appearance of the surrounding natural and built environment; and WHEREAS, the Project requires a Minor Use Permit to allow for reduced parking throughout the project site, in accordance with Section 17.23.050 of the Zoning Ordinance; and WHEREAS, the Applicant has requested an incentive to allow for reduced parking pursuant to Density Bonus Law (Government Code Section 65915 et seq. and Section 17.19.030B of the Zoning Ordinance); and
WHEREAS, the Applicant proposes to offer the City 1.8 acres for a future transit station, including property intended for the station as well as an easement over Project property to be used for parking purposes; and
WHEREAS, the Applicant has proposed an amendment to the existing Park Agreement to reconfigure the previously approved 5-acre Grand Park (the "Park Agreement Amendment"). The size of the Grand Park will remain the same, but the proposed boundary would be adjusted as part of the Project and incorporates additional land on the eastern boundary that is designated as Commercial/Office by the Specific Plan and is currently zoned as BTP by the City. The land to the northeast will be reduced in size and is designated as Parks and Open Space in the Specific Plan and is zoned Park by the City, as described in Exhibit 5; and.

WHEREAS, in accord with Newark Municipal Code Section 17.18.050, the Applicant is requesting approval of an Alternative Means of Compliance to Payment of Housing Impact Fee by providing an affordable housing agreement that will require the Applicant to provide on-site affordable units as an alternative to paying the City's housing impact fee, as described in the Affordable Housing Agreement, Exhibit 6; and
WHEREAS, pursuant to Newark Municipal Code Section 17.31.060 and pursuant to State law, the City published a public hearing notice in The Tri City Voice on August 23, 2022 and mailed public hearing notice as required for a public hearing before the City Council at 7:00 p.m. on September 8, 2022; and
WHEREAS, on July 12, 2022, the Planning Commission of the City of Newark conducted a duly noticed meeting to consider the Project and the Addendum, considered all public testimony, written and oral, presented at the meeting, received and considered the written information and recommendation of the staff report, and recommended the City Council approve the Project and Addendum ; and
Resolution No. 11,407 3
WHEREAS, on September 8, 2022 the City Council of the City of Newark conducted a duly noticed meeting to consider the Project and the Addendum, considered all public testimony, written and oral, presented at the meeting; and received and considered the written information and recommendation of the staff report for the September 8, 2022 meeting and the recommendation of the Planning Commission related to the proposed Project; and WHEREAS, the City Council fully considered the Project application, Addendum, entitlements, staff report, findings of fact, conditions of approval, public comments, and all other testimony and evidence presented at the public hearing; and WHEREAS, the City Council finds that the Addendum reflects the City's independent judgement and analysis of the Project, that the Addendum has been prepared consistent with CEQA, specifically CEQA Guidelines section 15164 which requires lead agencies to prepare an addendum to a previously certified environmental impact report if some changes or additions to the project are necessary but none of the conditions requiring preparation of a subsequent EIR are present; and
WHEREAS, the City Council finds that the Project satisfies the requisite findings of fact necessary for approval as set forth in the entire record for the Project and further explained in the staff report and the recommended findings of fact and determinations associated with this Resolution, as identified in "Exhibit 7" attached to this Resolution ( collectively, the "Findings an Determinations"); and
WHEREAS, the location and custodian of the Project application and other documents that constitute a record of proceedings for the Project is the City of Newark, 37101 Newark Blvd., Newark, CA 94560; and
WHEREAS, the City's General Plan, the Dumbarton Transit Oriented Development Specific Plan, Zoning Code, and Municipal Code are incorporated herein by reference, and are available for review at City Hall during normal business hours and on the City's website.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newark as follows:

Section 1. That the forgoing recitals are true and correct and made part of this Resolution.

Section 2. Based on the substantial evidence set forth in the record, the City Council finds that the Addendum adequately evaluates potential environmental impacts of the Project consistent with the requirements of CEQA and the CEQA Guidelines. The applicable mitigation measures identified in the Specific Plan EIR would ensure that any potential environmental impacts of the Project would be reduced to less than significant levels. The impacts identified in the Specific Plan EIR as significant and unavoidable remain significant and unavoidable but that the Project does not increase those previously identified impacts in their severity. No new mitigation measures are required to mitigate environmental impacts associated with the Project. Therefore, the Addendum supports the City's consideration of the Project, as outlined in the State CEQA Guidelines Section Resolution No. 11,407 4
15162 and 15164, and the City Council approves the Addendum identified as "Exhibit 8." Section 3. Based on the Findings of Determination, the City Council approves the amendment to the General Plan, as identified in "Exhibit 2," to incorporate the Project and make other conforming amendments to ensure consistency.

Section 4. Based on the Findings of Determination, the City Council approves the amendment to the Dumbarton Transit Oriented Development Specific Plan, as identified in "Exhibit 4," to guide development within the overlay district and specify the points of deviation from the underlying base zone.

Section 5. Based on the Findings of Determination, the City Council approves Vesting Tentative Map 8559, as identified in "Exhibit 3".

Section 6. Based on the Findings of Determination, the City Council finds that the Project to ensure the design will enhance the appearance of the surrounding area and approves the Design Review for the Project.

Section 7. Based on the Findings of Determination, the City Council approves the Minor Use Permit for the Project to allow for reduced parking for the site.

Section 8. Based on the Findings of Determination, the City Council approves the parking reduction incentive as allowed per Density Bonus Law Government Code Section 65915 et seq. and Section 17.19.030B of the Zoning Ordinance.

Section 9. Based on the Findings of Determination, the City Council approves the Park Agreement Amendment to allow the reconfiguration of the Grand Park, as identified in Exhibit 5.

Section 10. The City Council approves and makes the Findings of Determination required by the City of Newark Municipal Code regarding the proposed General Plan Amendment, Specific Plan Amendment, Design Review, Minor Use Permit, Density Bonus, Park Agreement Amendment, Alternative Means of Compliance to Payment of Housing Impact Fee, and Vesting Tentative Map, as further explained in the staff report and set forth in "Exhibit 7" attached hereto and incorporated herein by this reference. The City Council further approves, as an Alternative Means of Compliance to Payment of Housing Impact Fee, the Affordable Housing Agreement, attached hereto as "Exhibit 6".

Section 11. Based on the Findings of Determination, the City Council approves the General Plan Amendment, Specific Plan Amendment, Design Review, Minor Use Permit, Density Bonus, Park Agreement Amendment, Alternative Means of Compliance to Payment of Housing Impact Fee, and Vesting Tentative Map, subject to the Conditions of Approval, as further set forth in "Exhibit 1," attached hereto and incorporated herein by this reference.

Exhibits:

Resolution No. 11,407 5
1: Conditions of Approval
2: General Plan Amendment
3: Vesting Tentative Map
4: Specific Plan Amendment
5: Park Agreement Amendment
6: Affordable Housing Regulatory and Satisfaction Agreements 7: Findings of Determination
8: Initial Study and Addendum to the Dumbarton Transit Oriented Development Specific Plan Environmental Impact Report
Resolution No. 11,407 6
I HEREBY CERTIFY the foregoing resolution was introduced at a regular meeting of the City Council of the City of Newark held on September 22, 2022, by Vice Mayor Hannon who moved its adoption and passage, which motion was carried after being duly seconded, and passed by the following vote:

AYES: Council Members Bucci, Collazo, Freitas, Vice Mayor Hannon, Mayor Nagy
NOES: None
ABSENT: None
SECONDED: Council Member Freitas
ATTEST:
�#±t��j _;t_/�1&� �
s/SHEILA HARRINGTON
City Clerk
��D ��ORM
s/KRISTO HER J. KOKOTA YLO
City Attorney
Resolution No. 11,407 7
APPROVED:

CU- J, fl"°Jo
s/ALAN L. NAGY
Mayor
Due to file size limitations, the exhibits are not
attached. To request a copy of one or more exhibits,
please contact the Planning Division at
[email protected]

E. 3 Hearing to consider FMC Parcel C, a 192- unit residential project on a 17. 4-acre site within the Dumbarton Transit Oriented Development ( TOD) Specific Plan area located west of the intersection of Hickory Street and Enterprise Drive. The City Council will consider approval of: ( 1) an addendum to the Dumbarton Transit Oriented Development Specific Plan Environmental Impact Report and certifying that the previously approved EIR addresses the impacts of the proposed development; ( 2) a rezoning of a 17. 4- acre portion of Vesting Tentative Tract Map 8453 from Business and Technology Park ( BTP) to Residential Medium Density with Form Based Code ( RM- FBC) and Planned Development Overlay District ( PD) and rezoning of a 5- acre site from Business and Technology Park ( BTP) to Park PK) ( APNs: 537-852- 1- 2; 537- 852-2- 7 and 537- 852- 2- 8); ( 3) Vesting Tentative Tract Map 8453; ( 4) a Planned Development Plan; ( 5) Authorizing the Mayor to sign a Community Financing Agreement; and ( 6) Authorizing the Mayor to sign a Park Agreement— from Senior Planner Mangalam. ( RESOLUTIONS- 5) ( ORDINANCE) Background/ Discussion - Parcel C Project Owner, LLC, has submitted an application to allow construction of 192 single-family homes on an approximately 17.4- acre site located to the west of the intersection of Hickory Street and Enterprise Drive. The project site is mostly vacant following soil remediation that removed industrial contaminants that were remnants of a prior industrial use. The proposed development will add residential units to Bayside Newark, an emerging neighborhood in the City. Bayside Newark, earlier known as " Dumbarton Transit Oriented Development Area", was a planning effort in the Fall of 2007 to explore potential development around the planned Newark Dumbarton Rail Station. It includes approximately 205 acres of land that previously contained various industrial, manufacturing, and chemical processing land uses since the early twentieth century. Following the adoption of Dumbarton Transit Oriented Development ( TOD) Specific Plan ( Specific Plan), the area transformed from an industrial area to a prestigious residential neighborhood with developments from William Lyons Bayshores, Trumark Glassbay, Lennar Lighthouse and Senior Housing. More homes are under construction in the neighborhood and the units are in high demand. The proposed project is consistent with the Specific Plan for this area and is a logical phase in the construction of this neighborhood.

Project benefits - The vision of the Specific Plan was to create a unique and memorable community by integrating key elements of community design into the plan, including: a future Transit Station; a Neighborhood Center; up to 2, 500 new residential units; necessary infrastructure; contribution towards the construction of an overpass on Central Avenue over the Union Pacific Railroad right-of-way; more than 16- acres of parks including a community public) park and Bayside Trail; and a project that is fiscally beneficial to the City of Newark.

Apart from providing 192- residential units with necessary infrastructure and segment of a bay side trail that will be eligible for Bay Trail designation, the proposed project will provide one of the most important elements of the Specific Plan, a 5- acre public park. 5- acre public park: Property owner FMC Corporation would dedicate approximately 5- acres of land for a public park and the developer would be responsible for the construction of the park per the Park Agreement. The park will be designed to best serve the active and/or passive recreational needs of the Community by including play areas for ages 2 to 5 years and 5 to 12 Report Thursday
City Council Meeting January 24, 2019
Page No. 1 C. 3
years old; open lawn; grass sports field; a decorative garden with facilities suitable for events, dog parks for both small and large dogs; seating; picnic areas; restrooms and associated parking.

The park shall be completed no later than July 1, 2026. As a security for delivery of the Park Parcel by the applicant to the City, the applicant shall post a performance bond in the principal amount of 12 million dollars.

Bay Trail: A 20- foot wide trail corridor which includes a 12- foot wide multipurpose trail is proposed ( a continuation of a trail throughout the Bayside neighborhood) that is eligible to be part of the Regional San Francisco Bay Trail. This will eventually allow continuous travel around the shoreline of the San Francisco Bay.

Fiscal Impact Fee: The Dumbarton TOD Specific Plan contains critical elements necessary for its implementation. To ensure that the city' s fiscal health is sustained, developers are financially contributing to public improvements and city services in the Plan area. The applicant has voluntarily agreed to enter into a Community Financing Agreement. Under the terms of the agreement, the developer will make a contribution to the City of $2, 500 per dwelling unit. The applicant will pay a $ 480,000 Fiscal Impact Fee.

Development Impact and other fees: In addition to providing amenities, the project will also provide significant impact fee revenue including: $ 6, 063, 818 in Affordable Housing fees; 681, 216 in Public Safety fees; $ 456, 192 in Community Services/Facilities fees; $ 981, 696 in Transportation Impact fees; and $ 51, 840 in Art in Public Places fees. Collectively, the estimated total of impact fee revenue is $ 8. 26 million. These fees can be utilized citywide to improve the Newark community. The project is expected to pay nearly two million in school fees to the Newark Unified School District.

Overview - The applicant is proposing to build 192 homes on an approximately 17. 4- acre site.

The site will consist of three planning areas, named Planning Area 1 ( PA1), Planning Area 2 PA2), and Planning Area 3 ( PA3).

Planning Area 1: PA1 will comprise of approximately 6. 23 acres of land and will include 72 single-family front loaded homes, called UA Lannai. Three different floor plans ranging from approximately 2, 200 to 2, 400 square feet are being proposed. All the homes will be three stories high. Typical lot size will be 35 feet by 50 feet with few exceptions. Three architectural styles - Farmhouse, Craftsman and Agrarian are proposed to add to architectural variety through the area. PA1 will include two parks, Activity Park and Boardwalk Park providing recreational areas. The Activity Park will include variety of improvements including benches, kids play area etc. The bio retention area located to the southwest of PAl will be used uniquely for recreation purposes by providing an elevated boardwalk area with bench seating and overhead structures.

Two viewing scopes will enhance the experience for its users.

Planning Area 2: PA2 area will comprise of approximately 4. 65 acres of land and will include 75 single- family alley loaded homes, called UA Bungalow. Four plan options ranging from 2, 100 to 2, 700 square feet with two architectural styles - Farmhouse and Craftsman will be provided for diversity, and neighborhood character. PA 2 will include two pocket parks: Entry pocket park Report Thursday
City Council Meeting January 24, 2019
Page No. 2 C. 3
and a Trailside pocket park. The Trailside pocket park on to north of the site will include seat walls and table seating. The Entry pocket park will include a community map and bench seating.

Planning Area 3: PA3 area will be approximately 2. 73 acres in size and will include 45 UA Bungalow units ( as described under PA2). It will include Strolling Track/ Fitness Park approximately 6, 710 square feet in size and a small Pocket Park. Both the parks will include amenities like benches and an open lawn.

Each planning area within the proposed residential development would be accessible directly from Enterprise Drive. Planning Area 1 would be oriented along a few internal roadways serving the neighborhood, with two access points from Enterprise Drive. Planning Area 2 includes a north/ south oriented roadway off Enterprise Drive that would function as the main arterial through the neighborhood, with the nine courts branching off the main access road and a tenth court off Enterprise Drive. Planning Area 3 is accessible via seven courts that branch off Enterprise Drive.

Open space: In addition to pocket parks and open spaces, a 20- foot wide trail corridor which includes a 12- foot wide multipurpose trail is proposed ( a continuation of a trail throughout the Bayside neighborhood) that is eligible to be part of the Regional San Francisco Bay Trail. This will eventually allow continuous travel around the shoreline of the San Francisco Bay. FMC Corporation would dedicate approximately 5- acres of land for a public park and the developer would be responsible for the construction of the park as envisioned in the Specific Plan. The park will be designed to best serve the active and/ or passive recreational needs of the community. The parks, trail and other public and private recreational areas, will form an integrated system with a wide variety of options for residents to enjoy as envisioned in the Specific Plan.

Parking: The Specific Plan requires two off-street covered spaces and 0. 5 guest spaces per unit, thus a total of 384 private garage spaces and 96 guest parking spaces are required for the proposed 192- units. The project will provide a total of 522 spaces including 384 private garage and 138 guest parking spaces, thus exceeding the parking requirement for the development.

Landscape Plan: The project proposes a landscape plan that will include a variety of trees, shrubs and groundcover. The conceptual landscaping design concentrates plantings along the perimeter of the project site, along neighborhood streets, parking areas and pocket parks.

Site clean-up: The project site has a history of contamination associated with previous land uses.

Soil remediation on the project was conducted in accordance with an Interim Remedial Action Workplan that was approved by the San Francisco Regional Water Quality Control Board on June 2011. Remediation of soils on the project site was completed on November 3, 2017, and a request for Site Closure for soil contamination was submitted to the RWQCB in December 2017.

City Council Approvals
The proposed residential project is consistent with the objectives, policies, and vision of the Specific Plan and requires the approval of the following actions to allow the construction of the proposed residential project:

Report Thursday
City Council Meeting January 24, 2019
Page No. 3 C. 3
Rezoning: The site is currently zoned as Business and Technology Park ( BTP) which allows advanced technology research and development, manufacturing, and related support facilities and a residential project such as this would require rezoning to a residential district. The applicant proposes a density of 18 units per acre ( 192 units on a net 10. 74 acres) and requires Residential Medium Density ( RM) which allows residential densities from 14 to 30 units per net acre. Further, the Specific Plan included the concept of Form Based Code to set guidelines for developments within the TOD to create a vibrant and thriving community. Thus, the site will require a rezoning of an approximately 17. 4- acres from Business and Technology Park (BTP) to Residential Medium Density with Form Based Code ( RM-FBC). The project proposes minor deviations from the requirements of Form Based Codes and, thus, requires establishment of a Planned Development Overlay District (PD). Similarly, the 5- acre parcel for the proposed public park is zoned BTP and will require rezoning to Park (PK).

Vesting Tentative Tract Man: The applicant has submitted a Vesting Tentative Tract Map 8453 encompassing approximately 17. 4 acres of land to construct approximately 192- single family homes. The project will comprise of the following land uses: single family lots ( 8. 41 acres), Public Streets ( 2. 15 acres), Private Streets ( 2. 72 acres), parks ( 0. 57 acres), water quality

0. 45 acres), open space ( 1. 62 acres), wetlands ( 0. 71 acres) and trail ( 0. 76 acres), thus totaling to approximately 17. 4 acres. The project will provide a total of 522 spaces including 384 covered off-street parking and 138 guest parking spaces.

Planned Development ( PD) Plan: The project proposes the 192- unit residential development with minor deviations from the City' s Form Based Code for the TOD Specific Plan area. These deviations require the approval of a Planned Development Plan. The specific proposed deviations from Newark Zoning Code requirements are: ( 1) UA Lannai product would include a minimum of 5' front setbacks in lieu of 8' and maximum 50' front building face in lieu of 18'.

This is in compliance with the design guidelines of Section 17. 13. 050.E. 5 of Newark Zoning Code which states that to discourage obstruction of the driveway, garage aprons shall be either less than five feet deep or more than eighteen feet deep; ( 2) With respect to site coverage: UA Lannai will have maximum site coverage of 61% and UA Bungalow will have maximum of 63% in lieu of maximum 60%; and ( 3) The project proposes minimum 5 feet setbacks at corners in lieu of minimum 8 feet 3 inches. This is still in compliance with Newark Zoning Code Section

17. 13. 030.H.3, which sets street side yard for all neighborhood streets at a minimum of five feet.

Per Newark Zoning Code Section 17. 12. 060, a PD Plan shall only be approved if certain findings listed below are made.

The required findings contained in the proposed resolution is supported by application materials on file and are as follows:
a. The proposed development is consistent with the General Plan and any applicable specific plan, including the density and intensity limitations that apply.

The 17. 4- acre FMC Parcel C Project site is proposed for Residential Medium Density -Form Based Code ( RM-FBC). The total number of proposed housing units is 192 on 10. 74 net acres of the site to achieve a density of approximately 18 housing units per acre. The subject property is Report Thursday
City Council Meeting January 24, 2019
Page No. 4 C. 3
located in Dumbarton Transit Oriented Development Specific Plan, which was found to be consistent with the General Plan. The Specific Plan identifies the most of the project site as medium/high density residential development with an allowable density range of 16- 60 dwelling units per gross developable acre. Thus, the proposed project is consistent with the applicable density and intensity limitations.
b. Adequate transportation facilities andpublic services exist or will be provided in accord with the conditions of development plan approval, to serve the proposed development; and the approval of the proposed development will not result in a reduction of traffic levels of service or public services so as to be a detriment to public health, safety, or welfare.

The proposed project would extend Enterprise Drive and construct multiple access roads to the residential developments. The proposed project would not require additional modification to the roadways ( e. g. re -alignment) other than already identified in the Program Environmental Impact Report ( PEIR) prepared for the Dumbarton TOD Specific Plan.

New vehicular trips generated by the FMC Parcel C Project, in combination with other approved projects within the Specific Plan area, are below the total number of daily, a.m. peak hour, and p.m. peak hour trips that were assumed in the Specific Plan PEIR and would not conflict with the City' s operational standards as projected under those plans.

Sidewalks would be provided along each proposed neighborhood street and would connect to sidewalks along Enterprise Drive. The proposed project would construct walkways and crosswalks that would connect to off -site sidewalks along Enterprise Drive and the adjacent Tract 8099 — Bridgeway Lennar project, south of the FMC Parcel C project site.

The proposed project would develop 192 residential units and provide a total of 522 parking spaces. Of the 522 parking spaces provided, 384 parking spaces would be private garage and 138 parking spaces would be on -street surface parking. The proposed project exceeds the minimum parking required by Specific Plan.

The project proposes to construct 227 fewer units than allocated to all three project APNs combined in the Specific Plan and would not result in a significant increase in service demands or render the current service levels to be inadequate, as:
a. Service demands for the medium and medium -high density residential land use would be similar or less than those envisioned under the medium/ high density residential and commercial/ office Specific Plan land uses; and,
b. Service demands for the medium and medium -high density residential land use would be similar or less than those envisioned under the high density residential, parks and recreational facilities, and community commercial General Plan land uses; and, C. Implementation of the additional medium and medium -high density residential land use would be off -set by not developing the commercial/office land use. Further, the project applicant is required to pay development impact fees for fire protection, police protection, and schools.

Report Thursday
City Council Meeting January 24, 2019
Page No. 5 C. 3
C. The proposed development will not have a substantial adverse effect on surrounding land uses and will be compatible with the existing and planned land use character of the surrounding area.

The proposed project site lies within the Dumbarton TOD Specific Plan area which encompasses approximately 205 acres at the western edge of the City of Newark. Lots adjacent to the east of the project site are vacant former industrial lands that are planned for development through the Dumbarton TOD Specific Plan. The Lennar Bridgeway residential development is under construction and is adjacent to the southern boundary of the project site. Salt evaporation ponds operated by Cargill, Inc. are located southwest of the project site, and part of the Don Edwards San Francisco Bay Wildlife Refuge which is approximately 475 feet northwest of the project site, on the opposite side of the existing railroad tracks. The project site' s surrounding land uses are characterized by existing and former industrial parcels, residential development, and open space that are compatible with the area' s planned land uses.

The proposed project would also provide a perimeter trail along the northern and southwestern project boundaries, which is eligible to be part of the regional San Francisco Bay Trail. The San Francisco Bay Trail is a bicycle and pedestrian trail that will eventually allow continuous travel around the shoreline of San Francisco Bay.
d. The development generally complies with applicable adopted design guidelines; Chapter 5 of the Dumbarton TOD Specific Plan provides design guidelines intended to help the City of Newark and developers create a cohesive, mixed -use community. The proposed project was carefully designed to comply with the Specific Plan' s design standards.

The proposed project is consistent with the architectural design guidelines of the Specific Plan.

The recommended building styles to be implemented throughout the Specific Plan area are:

Agrarian Rural, Agrarian Contemporary, Farmhouse, Arts & Crafts — Prairie, Arts & Crafts — Craftsman, and French Country. Consistent with the Specific Plan design guidelines, the proposed project would incorporate a mix of Agrarian Rural, Arts & Crafts — Craftsman, and Farmhouse - style residential units.

The Specific Plan also emphasizes the intent for the planning and layout of the Specific Plan area to have a strong pedestrian orientation within the residential developments. As mentioned earlier, sidewalks would be constructed along each proposed neighborhood street and would connect to sidewalks along Enterprise Drive. The proposed project would construct walkways and crosswalks that would connect to off -site sidewalks along Enterprise Drive and the adjacent Tract 8099 — Bridgeway Lennar project. Additionally, the perimeter trail is eligible to be part of the San Francisco Bay Trail would be directly accessible to pedestrians from two of the three proposed Planning Area neighborhoods.

The Specific Plan general landscape concept is to provide a basic planting direction along the neighborhood street and other public areas, while allowing future homeowners to individualize their landscaping. The project proposes a landscaping plan that includes ornamental trees, shrubs, and groundcover. The conceptual landscaping design concentrates plantings along Report Thursday
City Council Meeting January 24, 2019
Page No. 6 C. 3
perimeter of the project site, along proposed neighborhood roadways and parking areas, and in parks within the Planning Area neighborhoods.
e. The proposed development is demonstratively superior to the development that could occur under the standards applicable to the underlying base district, and will achieve superior community design, environmental preservation and/or substantial public benefit.

A Planned Development approval will allow for greater connectivity between the Planning Area neighborhoods and also the greater Specific Plan area. As mentioned under findings a) and d), the proposed project would construct walkways and crosswalks that would connect to off -site sidewalks along Enterprise Drive and the adjacent Tract 8099 — Bridgeway Lennar project.

The FMC Parcel C Project proposes to construct approximately 2. 95 acres of parks and open space areas including variety of parks of varying sizes. Additionally, the proposed project would avoid and permanently preserve all of the tidal wetlands along the western boundary of the project site.

As noted above under findings c) and d), the proposed project would provide the community with a 20- foot wide trail corridor, containing a 12- foot- wide multi -purpose trail, that would extend along the northern boundary and southwestern edge of the site. The proposed recreational trail is anticipated to become part of the regional San Francisco Bay Trail.

Addendum to Prollram Environmental Impact Report (PEIR): In 2011, the City certified a Program Environmental Impact Report for the Dumbarton TOD Specific Plan ( State Clearing House No. 2010042012) prepared in accordance with California Environmental Quality Act CEQA). The EIR analyzed the impacts of development that will occur on many different parcels owned by various entities within the 205- acre Specific Plan area, including FMC Parcel C. The project proposes minor changes and prepared an addendum to determine whether proposed changes would result in any new or more substantial impacts from those identified in the prior adopted PEIR. The addendum includes: ( 1) the history of the project; ( 2) the proposed project; 3) standards for adequacy under CEQA and the State CEQA guidelines; ( 4) a description and format and content of the addendum; ( 5) the applicable CEQA processing requirements for the proposed project. The addendum concluded that the proposed project modifications do not require preparation of a subsequent EIR or negative declaration under Section 15162. The applicant will remain obligated to comply with all applicable mitigation measures and conditions of approval contained within the EIR.

On August 28, 2018, a letter was received ( Exhibit A) from Adams Broadwell Joseph & Cardozo raising concerns regarding Addendum to Environmental Impact Report to Dumbarton Transit Oriented Development. Minor modifications were made to the addendum to address the issues raised in the letter. Staff believes that the revised Addendum adequately addresses the environmental impacts of the project.

Recommendation
The proposed project is in line with the vision of the Specific Plan by proposing to create a livable community designed for compatible neighborhoods with connectivity to parks, open Report Thursday
City Council Meeting January 24, 2019
Page No. 7 C. 3
space, the future transit station and commercial services. Thus, staff recommends approval of this proposed residential development.

Update — On August 28, 2018, the Planning Commission approved the following: ( 1) Resolution No. 1962 recommending approval of RZ- 18- 9, a rezoning of an approximately 17. 4- acre portion of Vesting Tentative Tract Map 8453 from Business and Technology Park ( BTP) to Residential Medium Density with Form Based Code ( RM- FBC) and Planned Development Overlay District PD) and rezoning of an approximately 5- acre site from Business and Technology Park (BTP) to Park ( PK) ( APNs: 537- 852- 1- 2; 537- 852- 2- 7 and 537- 852- 2- 8); ( 2) Resolution No. 1963 recommending approval of TTM- 18- 16, Vesting Tentative Tract Map 8453; ( 3) Resolution No. 1964 recommending approval of P- 18- 8, a Planned Development Plan for a 192- unit residential project on a site located west of the intersection of Hickory Street and Enterprise Drive; and ( 4) Resolution No. 1965 approving and recommending that the City Council approve an addendum to the Dumbarton Transit Oriented Development Specific Plan Environmental Impact Report and certifying that the previously approved EIR ( state clearinghouse number 2010042012) addresses all the impacts of the proposed development.

The project was slightly modified after the Planning Commission recommendation by the conversion of one residential lot to private open space and adding amenities to a stormwater treatment area. These changes were the result of infeasibility of the two proposed private park areas on to the north west of the site due to the park land area being deemed wetlands. The project before the City Council is for 192 units not the 193 that was approved by the Planning Commission.

Attachments
Ordinance
Resolutions ( 5)
Exhibit A: Addendum Volumes 1 and 2 to Program Environmental Impact Report ( State Clearinghouse No. 2010042012) for the Dumbarton Transit Oriented Development;
Exhibit B: Plan Set for proposed residential development; Exhibit C: Proposed 5- acre public park;
Exhibit D: Community Financing Agreement;
Exhibit E: Park Agreement;
Exhibit F: Meeting Presentation.

Action — It is recommended that the City Council:
1) By resolution, approve, an addendum to the Dumbarton Transit Oriented Development Specific Plan Environmental Impact Report and certifying that the previously approved EIR State Clearinghouse Number 2010042012) addresses all the impacts of the proposed FMC Parcel C Development ( 192- Residential Units); and
2) Introduce an ordinance amending Title 17 ( Zoning) of the Newark Zoning Code Section

17. 03. 020 " Zoning Map" by rezoning all that real property shown on Vesting Tentative Tract Map 8453 from Business and Technology Park (BTP) to Residential Medium Density with Form Based Code ( RM-FBC) and Planned Development Overlay District (PD) and by rezoning an Report Thursday
City Council Meeting January 24, 2019
Page No. 8 C. 3
approximately 5- acre site from Business and Technology Park ( BTP) to Park ( PK) ( APNs: 537- 852- 1- 2; 537- 852- 2- 7 and 537- 852- 2- 8); and
3) By resolution, approve, TTM- 18- 16, Vesting Tentative Tract Map 8453 to allow construction of a 192-unit residential development ( FMC Parcel C) on a 17.4-acre site located west of the intersection of Hickory Street and Enterprise Drive ( Assessor Parcel Numbers: 537- 852- 1- 2, 537- 852- 2- 07 and 537- 852- 2- 8); and
4) By resolution, approve, P- 18- 8, a Planned Development Plan to allow construction of a 192- unit residential development ( FMC Parcel C) on a 17. 4- acre site located west of the intersection of Hickory Street and Enterprise Drive ( Assessor Parcel Numbers: 537- 852- 1- 2, 537- 852- 2- 07 and 537- 852- 2- 8); and
5) By resolution, authorize the Mayor to sign a Community Financing Agreement with Parcel C Project Owner C, LLC; and
6) By resolution, authorizing a Park Agreement with Parcel C Project Owner, LLC for the construction and dedication of a park to the City.

Report Thursday
City Council Meeting January 24, 2019
Page No. 9 C. 3
RESOLUTION NO. 10,887

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK APPROVING AN ADDENDUM TO THE

DUMBARTON TRANSIT ORIENTED DEVELOPMENT

SPECIFIC PLAN ENVIRONMENTAL IMPACT REPORT AND

CERTIFYING THAT THE PREVIOUSLY APPROVED EIR
(STATE CLEARINGHOUSE NUMBER 2010042012)

ADDRESSES ALL THE IMPACTS OF THE PROPOSED 'FMC
PARCEL C' DEVELOPMENT (192-RESIDENTIAL UNITS)
WHEREAS, the City of Newark certified the Dumbarton Transit-Oriented Development Specific Plan Program Environmental Impact Report (State Clearinghouse Number 2010042012) (Specific Plan PEIR), adopted a statement of overriding considerations for the significant and unavoidable impacts identified therein, and approved a mitigation monitoring and reporting program on September 8, 2011; and
WHEREAS, the proposed FMC Parcel C development project of 192 residential on approximately 17.4 acres including a Rezoning (RZ-18-9), Planned Development Plan (P-18-8), Vesting Tentative Tract Map (TTM-18-16) ("Project") concerning the development of property within Dumbarton Transit-Oriented Development Specific Plan, and the proposed development is within the residential density limit analyzed by the Prog;am Environmental Impact Report (State Clearinghouse Number 2010042012); and
WHEREAS, pursuant to the requirements of the California Environmental Quality Act (CEQA), an Initial Study and an Addendum to the Dumbarton Transit Oriented Development (TOD) Specific Plan Program Environmental Impact Report (PEIR) (SCH No. 2010042012) has been prepared for the Project, pursuant to Section 15164 et seq. of the CEQA Guidelines, to analyze and mitigate the Project's potentially significant environmental impacts; and WHEREAS, through this study, it has been determined that the Project does not result in any new significant impacts or a substantial increase in the severity of previously identified significant effects or any other circumstances as set forth in Section 15162 of the CEQA Guidelines and the conclusions in the 2011 Program Environmental Impact Report remain unchanged; and WHEREAS, on January 24, 2019 the City Council of the City ofNewark conducted a duly noticed meeting to consider the Initial Study and Addendum of environmental impacts for the proposed Project, considered all public testimony, written and oral, presented at the meeting; and received and considered the written information and recommendation of the staff report for the January 24, 2019 meeting related to the proposed Project.

NOW, THEREFORE, the City Council finds and resolves the following:

1. The City Council has read and considered the Initial Study and the Addendum and the comments thereon, and has determined the Initial Study and the Addendum reflect the independent judgment of the City and were prepared in accordance with CEQA and CEQA Guidelines; and

2. The Initial Study and the Addendum (including any revisions developed under 14 C.C.R § 15164 ), all documents referenced in the same, and the record of proceedings on which the City Council decision is based are located in the Community Development Department's files at City Hall for the City of Newark, located at 37101 Newark Blvd, California, and is available for public review.

NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Newark that based on the evidence and oral and written testimony presented at the public meeting, and based on all the information contained in the Community Development Department's files on the project, the City Council approves an Addendum to the Dumbarton Transit Oriented Development Specific Plan Program Environmental Impact Report and certifies that the previously approved PEIR addresses all the impacts of the proposed 'FMC Parcel C' development (192-residential units).

The City Council certifies in accordance with CEQA Guidelines that:

1. The foregoing recitals are true and incorporated herein.

2. The Initial Study/ Addendum was prepared in compliance with CEQA and CEQA Guidelines;

3. The City Council has reviewed and considered the information contained in the Initial Study/ Addendum prior to approving the project;

4. The Initial Study/ Addendum adequately describe the project, its environmental impacts, reasonable alternatives and appropriate mitigation measures; and

5. The Initial Study/Addendum reflect the independent judgment and analysis of the City Council.

6. The Specific Plan PEIR adequately analyzes the Project and no new or subsequent environmental document is required (CEQA Guidelines § § 15162, 15164 ).

Resolution No. 10,887 -2-
I HEREBY CERTIFY the foregoing resolution was introduced at a regular meeting of the City Council of the City of Newark held on January 24, 2019, by Council Member Bucci who moved its adoption and passage, which motion was carried after being duly seconded, and passed by the following vote:

AYES: Council Members Bucci, Freitas, Hannon, Vice Mayor Collazo, and Mayor Nagy
NOES: None
ABSENT: None
SECONDED: Vice Mayor Collazo
JlZ �
<
• s/SHEILA HARRINGt
City Clerk
APPROVED AS TO FORM:
� �
s/KRISTOPHER J. KOKOTA YLO
Interim City Attorney
Resolution No. 10,887 -3-
APPROVED:
(le__ J-iJC?(V)
s/ALAN L. NA'M
Mayor
Due to file size limitations, the exhibits are not
attached. To request a copy of one or more
exhibits, please contact the Planning Division at
[email protected]
RESOLUTION NO. 10,888

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWARK APPROVING TTM-18-16, VESTING TENTATIVE
TRACT MAP 8453 PLAN TO ALLOW CONSTRUCTION OF A
192-UNIT RESIDENTIAL DEVELOPMENT (FMC PARCEL C)
ON A 17.4-ACRE SITE LOCATED WEST OF THE

INTERSECTION OF HICKORY STREET AND ENTERPRISE
DRIVE (ASSESSOR PARCEL NUMBERS: 537-852-1-2, 537-
852-2-07 AND 537-852-2-8)
WHEREAS, Parcel C Project Owner LLC has submitted TTM-18-16, Vesting Tentative Tract Map 8453, to the City of Newark covered by P-18-8, a Planned Development Plan, a 192- unit residential project (FMC Parcel C) on an approximately 17.4-acre site located west of the intersection of Hickory Street and Enterprise Drive (APNs: 537-852-1-2, 537-852-2-7 and 537- 852-2-8); and
WHEREAS, pursuant to Newark Zoning Code Section 17.31.060, a public hearing notice was published in The Tri City Voice on January 8, 2019, and mailed as required, and the City Council held a public hearing on said application at 7:30 p.m. on January 24, 2019 at the City Administration Building, 37101 Newark Boulevard, Newark, California; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Newark does hereby make the following findings and determinations regarding TTM-18-16, Vesting Tentative Tract Map 8453 covered by P-18-8, as shown on Exhibit B, pages 1 through 56 and made part hereof by reference, pursuant to California Government Code Sections 66473 et seq., as follows:

1. That TTM-18-16, Vesting Tentative Map 8453 is consistent with the City's General Plan and the Dumbarton Transit-Oriented Development (TOD) Specific Plan and as such is compatible with the objectives, policies, general land uses, and programs specified therein.

TTM-18-16, Vesting Tentative Map 8453 calls for the construction of a 192-unit residential development within the Dumbarton Transit Oriented Development Plan Area, and implements the Specific Plan's objective of providing residential units in the Specific Plan project area. TTM-18-16, Vesting Tentative Map 8453 is an implementation of the City's previously adopted policies.

2. That the FMC Parcel C Property is physically suitable for the construction of a 192-unit residential development. The Dumbarton Transit-Oriented Development (TOD) Specific Plan Environmental Impact Report (State Clearinghouse Number 2010042012) was certified by the City Council on September 8, 2011 (the "EIR"). The Addendum demonstrates the EIR fully analyzes all physical impacts of TTM-18-16, Vesting Tentative Map 8453 on the FMC Parcel C Property. The impacts on the property envisioned by TTM-18-16, Vesting Tentative Map 8453, which result from the uses and the density described in that map,_were fully analyzed by the EIR. These documents conclude that the FMC Parcel C Property is physically suitable for construction of a 192-unit residential development.

3. That TTM-18-16, Vesting Tentative Map 8453 is not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat.

The Addendum to the EIR demonstrates the EIR analyzes all the environmental impacts of TTM-18-16, Vesting Tentative Map 8453 on fish and wildlife. These documents conclude that TTM-18-16, Vesting Tentative Map 8453 is not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat.

4. That TTM-18-16, Vesting Tentative Map 8453 is not likely to cause serious health problems. The Addendum to the EIR demonstrates that the EIR analyzes all the environmental impacts of TTM-18-16, Vesting Tentative Map 8453 on public health and safety. These documents conclude that TTM-18-16, Vesting Tentative Map 8453 is not likely to cause serious health problems.

5. That TTM-18-16, Vesting Tentative Map 8453 does not conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. As concluded by the Addendum considered and approved by the City Council on January 24, 2019, TTM-18-16, Vesting Tentative Map 8453 simply implements the Dumbarton Transit-Oriented Development (TOD) Specific Plan, which was previously approved by the City.

BE IT FURTHER RESOLVED that the City Council of the City of Newark does hereby approve TTM-18-16, Vesting Tentative Tract Map 8453 covered by P-18-8, as shown on Exhibit B, pages 1 through 56 and made part hereof by reference, subject to the following conditions:
a. Approval of TTM-18-16, Vesting Tentative Map 8453 shall be effective at such time RZ18-9, the Rezoning of the property within the boundary of the Vesting Tentative Tract Map 8453, takes effect.
b. All lighting shall be directed on-site so as not to create glare off-site, as required by the Community Development Director.
c. Construction site trailers and buildings located on-site shall be used for office and storage purposes only, and shall not be used for living or sleeping quarters. Any vehicle or portable building brought on the site during construction shall remain graffiti free. d. Measures to respond to and track complaints pertaining to construction noise shall include:
(1) a procedure and phone numbers for notifying the City of Newark Building Inspection Division and Newark Police Department ( during regular construction hours and off-hours); and (2) a sign posted on-site pertaining to the permitted construction days and hours and complaint procedures and who to notify in the event of a problem. The sign shall also Resolution No. 10,888 2
include a listing of both the City and construction contractor's telephone numbers (during regular construction hours and off-hours)
.
e. AC units shall not be placed in front or street side yard and if placed in any other location that makes it visible to public view, shall be properly screened with solid material. f. The project shall be subject to the environmental mitigation measures as described in the Dumbarton TOD Specific Plan Environmental Impact Report. g. The site and its improvements shall be maintained in a neat and presentable condition, to the satisfaction of the Community Development Director. This shall include, but not be limited to, repainting surfaces damaged by graffiti and site clean-up. Graffiti removal/repainting and site cleanup shall occur on a continuing, as needed basis. Any vehicle or portable building brought on the site during construction shall remain graffiti free.
h. All exterior utility pipes and meters shall be painted to match and/or complement the color of the adjoining building surface, as approved by the Community Development Director.

1. Color elevations shall be submitted by the applicant as part of this application to be reviewed and approved by the Planning Commission and City Council. The building elevations shall reflect all architectural projections such as roof eaves, bay windows, greenhouse windows, chimneys and porches. A site plan showing the building locations with respect to property lines shall also show the projections. Said elevations shall specify exterior materials. Any minor changes shall be submitted for the review and approval of the Community Development Director to assure consistency with the approved project.

J
. Prior to the issuance of a building permit, any change to the floor plans as submitted by the applicant as part of this application shall be reviewed and approved by the Planning Commission and City Council. Any minor changes shall be submitted for the review and approval of the Community Development Director to assure consistency with the approved project.
k. Prior to the issuance of a building permit, the roof material as submitted by the applicant as part of this application shall be reviewed and approved by the Community Development Director. All roof material shall consist of fire retardant shake roof, concrete tile, or a roof of similar noncombustible material. Mansard roofs with the above material may be used to screen tar and gravel roofs. All roofs shall be of Class C fire resistant construction or better. Composition shingles shall be Presidential-style or of comparable quality, subject to the review and approval of the Community Development Director.

I. Prior to the issuance of a building permit, the project shall be submitted for the review and approval of Republic Services and the Community Development Director, in that order.

The appropriate garbage, refuse and recycling service shall be approved prior to the Resolution No. 10,888 3

t. The covenants, conditions and restrictions (CC&Rs) filed for this development shall include a provision requiring that garages shall only be used for automobile parking. u. Prior to the issuance of a Certificate of Occupancy, roll-up garage doors with automatic garage door openers shall be provided for each unit.
v. Prior to final inspection and utility release for each unit, the applicant shall pre-wire each unit for satellite and cable television connections, as required by the Community Development Director. The exterior connections for the pre-wire shall be made to the roof and not on the side elevation walls of the units.
w. Prior to the issuance of a sign permit, all signs, other than those referring to construction, sale, or future use of this site, shall be submitted for the review and approval of the Community Development Director.
x. Prior to the issuance of a building permit, any proposed fence details shall be submitted for the review and approval of the Community Development Director. This shall also include the proposed fence along the perimeter of southern easement on railroad property. y. Prior to the issuance of a Certificate of Occupancy, the parking areas, aisles and access drives shall be installed and striped as shown on the approved site plan. Guest parking spaces shall be clearly marked as reserved for guests, as approved by the Community Development Director.
z. Parking lot cleaning with sweeping or vacuum equipment shall not be permitted between 7:00 p.m. and 8:00 a.m.
aa. Prior to the issuance of a building permit, details of the outdoor recreational amenities such as play structures shall be submitted to the Community Development Director for review and approval.
bb. The Bayside Trail shall be constructed with contiguous phases of development. Prior to the issuance of a Certificate of Occupancy for any non-model dwellings within a phase, the Bayside Trail segment contiguous to that phase shall be completed. cc. Prior to the issuance of a building permit, the applicant shall pay all the development impact fees except for Park Impact Fee which could be as per 'Park Agreement'. The applicable development impact fees are: Public Safety ($3,548/unit); Community Services/Facilities ($2,376/unit); Transportation ($5,113/unit); Art in Public Places and Private Development ($270/unit) and Community Development Maintenance Fee (0.5% of construction value). dd. Applicant shall comply with the City's affordable housing ordinance by either (i) paying the affordable housing in lieu fee at a rate of $20.60 per square foot on the first 1,000 square feet of living space and $8.25 per square foot over 1,000 square feet per dwelling unit, or Resolution No. 10,888 5
(ii) entering into an affordable housing agreement requiring applicant to provide offsite senior and/or affordable units in a form reviewed and approved by the City Council. ee. The property owner FMC Corporation is responsible for dedicating land for an approximately 5-acre public park and the Developer is responsible for constructing the park consistent with conceptual design as shown in Exhibit C. The 'Park Agreement' as attached to the staff report has been agreed to by the property owner and the developer. ff. Prior to the issuance of a building permit, the applicant shall enter into an agreement with the City Council to address Community Services fiscal support of $2,500 per unit for the Map Area specific to this project.
gg. Prior to the transfer of title, the applicant shall provide disclosure notices to buyers of individual dwellings in the subdivisions as to all of the conditions of project approval and environmental determination approved for this project. This information shall include, but is not limited to the anticipated commuter rail, as well as the presence of loud train horns using the railroad tracks to the north of the property. hh. Prior to the transfer of title for any lot in the development, the applicant shall provide disclosures notices to the buyer as to the possibility of ground borne vibration from trains using the railroad tracks on the north of the subdivision. The method of disclosure shall be subject to review and approval of Community Development Director.

11. Prior to occupancy, the applicant shall provide clearance for residential occupancy from Californian Regional Water Quality Board San Francisco Region.

Engineering Division
JJ. The project shall conform to Vesting Tentative Map - Tract 8453, sheets TM-1 through TM-7, and all conditions of approval set forth herein. Approval of the Vesting Tentative Map shall expire according to the provisions of the State Subdivision Map Act and any amendments thereto and applicable provisions of the Newark Municipal Code consistent with the State Subdivision Map Act.
kk. The development will require approval of final tract maps filed in accordance with the State Subdivision Map Act and the City of Newark Subdivision Ordinance. The final map shall be approved prior to the issuance of any building permits.

11. The final map shall designate and/or dedicate emergency vehicle access ways, private vehicle access ways, open space/recreational easements, public utility easements, and other easement as may be required over the common area.
mm. The final map and complete tract improvement plans shall be submitted to the Engineering Resolution No. 10,888 6
Division for review to ensure conformance with relevant codes, policies, and other requirements of the Newark Municipal Code and City of Newark street improvement standards. Prior to approval of the final map, the applicant shall guarantee all necessary public and private street improvements and other infrastructure improvements within the subdivision and beyond the map boundary as required by the City of Newark Subdivision Ordinance. On-site common areas and all private streets in the development shall be designed and constructed to City standards and shall be included with the tract improvement plans.
nn. The applicant shall dedicate right-of-way and install complete street improvements for Enterprise Drive, Hickory Street, Seawind Way, Hickory/Enterprise Roundabout, and Seawind/Enterprise Roundabout as shown on the Vesting Tentative Map exhibits and as described below:

Enterprise Drive

1. Enterprise Drive is considered an arterial street with a traffic index of 9.0. During the final map and improvement plan review, the applicant shall submit a detailed geotechnical report providing recommendations for the pavement section. The recommendations shall discuss two sections of Enterprise Drive - the first section being the segment between Willow Street and Hickory Street and the second segment being the extension of Enterprise Drive between Hickory Street and Seawind Way. If the report concludes that the existing pavement section between Willow Street and Hickory Street is adequate for a traffic index of 9.0, then the applicant shall provide a 0.25' thickness of pavement grind and an asphalt pavement overlay over the entire width of Enterprise Drive for that segment. If the report concludes that the existing pavement section between Willow Street and Hickory Street is deficient for a traffic index of 9.0, the project geotech engineer shall provide recommendations for pavement rehabilitation and/or replacement of structural sections on Enterprise Drive to meet the traffic index of 9.0.

If, at the time of final map approval for Tract 8453, another applicant has already provided guarantee(s) or other appropriate improvement security for the full width pavement grind and overlay, the applicant will not be required to perform this pavement work.

11. The applicant shall install complete street improvements for Enterprise Drive between Willow Street and Hickory Street consistent with the improvements shown in the Dumbarton TOD Specific Plan. Improvements include, but are not limited to, installation of 2-12' travel lanes and 5' bike lanes in each direction, a 10' landscape median, curb and gutter, street lights, fire hydrants, and landscaping. The applicant shall provide temporary pedestrian improvements within the existing right-of-way on both sides of Enterprise Drive. Installation of the complete street improvements, including any pavement rehabilitation and/or replacement of structural sections for Enterprise Drive, shall be completed prior to the first Resolution No. 10,888 7
occupancy of the project.

If, at the time of final map approval for Tract 8453, another applicant has already provided guarantee(s) or other appropriate improvement security for all or a portion of the Enterprise Drive improvements, the applicant will not be required to perform the improvements guaranteed by the other applicant.

Hickory Street

1. The applicant shall install sidewalk improvements along the project frontage along Hickory Street. Sidewalk improvement shall be completed prior to the first occupancy of the project.

Seawind Way

1. Prior to the Final Map approval, the Seawind Way right-of-way dedication for the ultimate Seawind Way street configuration shall be granted to and accepted by the City. The applicant shall remove temporary roadway improvements on Seawind Way and install complete street improvements connecting to the new Seawind/Enterprise roundabout. Street improvements include but are not limited to relocation of the curb, gutter, sidewalk, landscape, irrigation, utilities, and conform to existing onsite improvements. The applicant shall obtain construction easements, as necessary, from Tract 8099 parcel owners to complete the conform improvements. Installation of the street improvements for Seawind Way shall be completed prior to the first occupancy of the project.

Hickory/Enterprise Roundabout

1. The applicant shall dedicate and construct the ultimate configuration of the Hickory/Enterprise roundabout as shown on the Vesting Tentative Map exhibits.

The right-of-way dedication shall be granted to and accepted by the City prior to the Final Map approval. The Hickory/Enterprise roundabout improvements shall be completed prior to the first occupancy of the project.

Seawind/Enterprise Roundabout

1. The applicant shall dedicate and construct the Seawind/Enterprise roundabout as shown on the Vesting Tentative Map exhibits. The Seawind/Enterprise roundabout improvements, including all conform improvements on the adjacent Tract 8099 shall be completed prior to the first occupancy of the project. oo. The applicant shall provide additional pavement restoration at Willow Street and Enterprise Drive as a result of the trench cut for the sanitary sewer main connection at the existing roundabout. At a minimum, the applicant shall provide a 0.25' thickness of pavement grind and an asphalt pavement overlay to the nearest lane line or as required by the City Engineer. pp. The applicant shall retain a certified arborist to provide recommendations to protect the existing trees in the Willow/Enterprise roundabout and to ensure that contractors during Resolution No. 10,888 8
construction adhere to the recommendations during the sanitary sewer main installation in the roundabout.
qq. The applicant shall repair and/or replace any public and private improvements damaged as a result of construction activity to the satisfaction of the City Engineer. rr. A signpost with a sign having an area of at least 15-inches by 21-inches shall be installed at or near each private street entrance. The name of each private street shall be placed on this sign in clearly legible 4-inch letters. The signs shall have painted, in at least I-inch letters, "Private Property. Not dedicated for public use." ss. The connection between private streets and public street shall be by a City of Newark standard driveway or a City-approved modified driveway. tt. Prior to the issuance of the initial grading or any building permits for this project, the applicant shall submit a Storm Water Pollution Prevention Plan for the review and approval of the City Engineer. The plan shall include sufficient details to show how storm water quality will be protected during both: (1) the construction phase of the project and (2) the post construction, operational phase of the project. The construction phase plan shall include Best Management Practices from the California Storm Water Quality Best Management Practices Handbook for Construction Activities. The specific storm water pollution prevention measures to be maintained by the contractor shall be printed on the plans. The operational phase plan shall include Best Management Practices appropriate to the uses conducted on the site to effectively prohibit the entry of pollutants into storm water runoff from this site including, but not limited to, trash and litter control, pavement sweeping, periodic storm water inlet cleaning, landscape controls for fertilizer and pesticide applications, labeling of storm water inlets with a permanent thermoplastic stencil with the wording "No Dumping - Drains to Bay," and other applicable practices. uu. The project must be designed to include appropriate source control, site design, and stormwater treatment measures to prevent stormwater runoff pollutant discharges and increases in runoff flows from the site in accordance with Provision C.3 of the Municipal Regional Stormwater NPDES Permit (MRP), Order R2-2015-0049, revised November 19, 2015, issued to the City of Newark by the Regional Water Quality Control Board, San Francisco Bay Region. Examples of source control and site design requirements include but are not limited to: properly designed trash storage areas, sanitary sewer connections for all non-stormwater discharges, minimization of impervious surfaces, and treatment of all runoff with Low Impact Development (LID) treatment measures. A properly engineered and maintained biotreatment system will only be allowed if it is infeasible to implement other LID measures such as harvesting and re-use, infiltration, or evapotranspiration. The stormwater treatment design shall be completed by a licensed civil engineer with sufficient experience in stormwater quality analysis and design. The design is subject to review by the Regional Water Quality Control Board. The applicant shall modify the site design to satisfy all elements of Provision C.3 of the MRP. The use of treatment controls for runoff Resolution No. 10,888 9
requires the submittal of a Stormwater Treatment Measures Maintenance Agreement prior to the issuance of any Certificates of Occupancy.
vv. All stormwater treatment measures are subject to review and approval by the Alameda County Mosquito Abatement District. The applicant shall modify the grading and drainage and stormwater treatment design as necessary to satisfy any imposed requirements from the District.
ww. In accordance with Provision C.10 of the Regional Water Quality Control Board's Municipal Regional Permit, storm drain inlet filters shall be installed in all on-site and adjacent off-site storm drain inlets. The storm drain inlet filters shall meet the full trash capture requirements of the San Francisco Bay Regional Water Quality Control Board and shall comply with maintenance and performance requirements of the Mosquito Abatement District. Alternative full trash capture devices such as hydrodynamic separators or pipe screens that meet the requirements of the Regional Water Quality Control Board and Mosquito Abatement District may also be used if approved by the City Engineer. xx. Prior to approval of the final map, the applicant's engineer shall submit a pavement maintenance program for the drive aisles and parking areas for the review and approval of the City Engineer. The applicant shall incorporate the program into the required Storm Water Pollution Prevention Plan and Storm Water Treatment Measures Maintenance Agreement.
yy. The applicant shall submit detailed grading and drainage plans for review and approval by the City Engineer and the Alameda County Flood Control and Water Conservation District.

These plans must be based upon a City benchmark and need to include pad and finish floor elevations of each proposed structure, proposed on-site property grades, proposed elevations at property line, and sufficient elevations on all adjacent properties to show existing drainage patterns. All on-site pavement shall drain at a minimum of one percent.

The applicant shall ensure that all upstream drainage is not blocked and that no ponding is created by this development. Any construction necessary to ensure this shall be the applicant's responsibility.

Hydrology and hydraulic calculations shall be submitted for review and approval by the City Engineer and the Alameda County Flood Control District prior to approval of the final map(s). The calculations shall show that the City and County freeboard requirements will be satisfied.
zz. Prior to final map approval, the applicant shall enter into a Storm Drainage Easement Agreement permitting stormwater runoff from the public street system to discharge into the privately owned and maintained stormwater treatment systems. The property owner shall accept the maintenance burden associated with all public stormwater runoff in perpetuity.

Resolution No. 10,888
aaa. Where a grade differential of more than a I-foot is created along the boundary lot lines between the proposed development and adjacent property, the applicant shall install a masonry retaining wall unless a slope easement is approved by the City Engineer. Said retaining wall shall be subject to review and approval of the City Engineer. A grading permit is required by the Building Inspection Division prior to starting site grading work. bbb. The applicant shall submit a detailed soils report prepared by a qualified engineer, registered with the State of California. The report shall address in-situ and import soils in accordance with the City of Newark Grading and Excavation Ordinance, Chapter 15.50.

The report shall include recommendations regarding pavement sections for all public and private streets. Grading operations shall be in accordance with recommendations contained in the soils report and shall be completed under the supervision of an engineer registered in the State of California to do such work.
ccc. Prior to the final map approval or early subdivision grading approval for the project, whichever comes first, the applicant shall submit a supplemental geotechnical report or a design-level geotechnical report further evaluating the liquefaction-induced groundsurface disruption and liquefaction-induced settlement potential. The report shall be reviewed and approved by the City selected peer review consultant. The review fee shall be paid by the applicant per the City's Master Fee Schedule. ddd. The type of mitigation measures and/or ground improvement addressing ground-surface disruption potential and/or seismic-induced settlement shall be subject to review and approval by the City Engineer.
eee. Prior to final map approval, the applicant shall apply for and receive approval of a conditional letter of map revision based on fill (CLOMR-F) from the Federal Emergency Management Agency. The CLOMR-F shall be based upon the grading plan for the project and shall conclude that lots proposed to have structures for human occupancy will be removed from the special flood hazard area.
fff. Prior to occupancy of any buildings within the special flood hazard area, the applicant shall apply for and receive approval of a letter of map revision based on fill (LOMR-F) from the Federal Emergency Management Agency. The LOMR-F shall be based upon the as-built grades of the building pads and shall determine that the pads are no longer within the special flood hazard area.
ggg. The Preliminary Utility Plan includes a water supply system and sanitary sewer system layout that are subject to review and approval by Alameda County Water District (ACWD) and Union Sanitary District (USD), respectively. Any necessary site and utility design changes necessary to satisfy ACWD and USD design requirements shall be the applicant's responsibility.
hhh. As a benefited property within the Dumbarton TOD for the waterline extension on Willow Resolution No. 10,888 11
Street, the applicant shall pay its pro-rata benefit cost as outlined in the Waterline Agreement prior to final map approval. If the applicant pays its pro-rata benefit cost based on the waterline extension estimated cost, the applicant shall pay a supplemental reimbursement for the difference between actual cost and estimate cost after receipt of the actual cost is provided.
111. All existing overhead utilities within the development and along the fronting street rightsof-way to the centerline of the street shall be undergrounded to the nearest riser beyond the development's limits in accordance with the City of Newark Subdivision Standards.

Undergrounding shall include all existing and proposed service drops.

JJJ. Any proposed utility connections and/or underground work within structurally sound street pavement must be bored or jacked. Open street cuts will not be permitted unless a pavement overlay is proposed for the disturbed area as directed by the City Engineer. kkk. All new utilities including, but not limited to, electric, telephone and cable television services shall be provided underground for all buildings in the development in accordance with the City of Newark Subdivision Standards. Electrical transformers shall be installed in underground vaults with an appropriate public utility easement or within the public rightof-way. lll. Dry utility boxes, with the exception of street light boxes, shall not be placed in the landscape planter strips adjacent to the roadway.
mmm. The joint trench plan shall be submitted by the applicant with the first tract improvement plan check and approved prior to final map approval.
nnn. The applicant shall request Pacific, Gas & Electric Co. to commence with the design of the underground utility improvements for the proposed development immediately following approval of the tentative map.
ooo. Street lighting for public and private streets shall have sufficient power and spacing to provide a minimum maintained foot-candle level of 0.12. ppp. Prior to issuance of a Certificate of Occupancy or release of utilities for any building, vehicle access ways and parking facilities serving said building shall be paved in accordance with the recommendation of a licensed engineer based on a Traffic Index of

5.0 and striped as shown on the approved plans.
qqq. Prior to issuance of a Certificate of Occupancy or release of utilities for each dwelling unit, the on-site drive aisles and uncovered parking facilities shall be installed and striped as shown on the approved site plan. All on-site uncovered parking facilities and drive aisles shall be drained at a minimum slope of 1.0% for asphalt surfaces and 0.3% for Portland cement concrete surfaces.

Resolution No. 10,888 12
m. The applicant shall incorporate a Homeowner's Association consisting of all property owners of lands in the development at the time of incorporation and in the future for the purpose of maintaining the association's property, common drive aisles, parking facilities, stormwater treatment facilities, and landscaping, including landscaping in adjacent public rights-of-way, and for paying for security lighting, any common garbage collection services, any security patrol services, if provided, and other functions of a Homeowner's Association. All common areas within the development shall be owned and maintained by the Homeowner' s Association. Each property owner shall automatically become a member of the association and shall be subject to a proportionate share of the maintenance expenses.

The Homeowner' s Association shall be incorporated prior to the sale of any individual lots and/or prior to acceptance of tract improvements, whichever occurs first. sss. Prior to City Council approval of the final map(s), the bylaws governing the property owners' association(s) and any declaration of covenants, conditions and restrictions (CC&Rs) filed for this development shall be reviewed and approved by the City Council at its discretion after mandatory review and recommendations by the City Attorney. Said covenants, conditions and restrictions shall be prominently displayed in the project sales office at all times. Approval of the covenants, conditions and restrictions shall not make the City a party to enforcement of same. The CC&Rs shall apply equally to both owners and renters. The CC&Rs shall be written to require renters to comply with the regulations of the CC&Rs, and a copy of the CC&Rs shall be given to each renter. The CC&Rs shall be written to allow less than a majority of owners to have pavement or landscape maintenance done and the cost thereof assessed to all owners in the project. The CC&Rs shall include a pavement maintenance program for on-site pavement. ttt. The Homeowner's Association CC&Rs shall prohibit the on-site parking of non selfpropelled recreational vehicles, including boats, and any self-propelled recreational vehicles not used for transportation unless separate storage facilities are provided. The CC&Rs shall regulate the provision of any on-site parking of self-propelled recreational vehicles used for transportation.
uuu. The applicant shall also assist the Homeowner's Association by having a management consultant firm review the maintenance and operating functions of the association. The management consulting firm shall be responsible to prepare a written report with recommendations to the association for managing the association's obligations and setting initial monthly assessment costs for each lot in the development. Membership and assessment cost shall be mandatory for all property owners of property in the development and shall run with the land. The applicant shall pay all costs of incorporation and initial management review and reports.
vvv. The Homeowner's Association shall be responsible for trash and litter control and sweeping of all private streets within the development. All private storm drain systems and all associated trash capture devices shall be cleaned on a regularly scheduled basis as Resolution No. 10,888 13
detailed in the required Stormwater Treatment Measures Maintenance Agreement. www. The Homeowner' s Association shall be required to contract with a professional management firm to handle all necessary maintenance operations. Documentation of such contract shall be submitted to the City of Newark. All commonly owned facilities shall be properly maintained in a manner consistent with the CC&Rs and project requirements. xxx. The following language shall be included in the CC&Rs:

Rights of City: Notwithstanding anything to the contrary in this Master Declaration, no amendment hereto which deals with any of the following matters shall be effective without the prior written consent of the Director of the City's Community Development Department, such consent not to be umeasonably withheld: (i) Any amendment, the design or purpose of which is to eliminate an obligation of the Association to maintain, manage and repair the Master Common Property all Improvements therein or to lower the standards for maintaining and repairing such Master Common Property and Improvements; (ii) Any amendment with regard to the fundamental purpose for which the Project was created ( e.g., a change from residential use to a different use);(iii) Any amendment to Sections .... (list sections required by condition of approval), and all defined terms therein, each of which were required as a condition of approval for the Project.(note: will need to define "Project.")
Enforcement by City: If the Association or any Owner ( as the case may be) fails to Maintain the Common Area or any Improvement, or if the Association fails to enforce any of the provisions, listed in Section XXX (Rights of City), the City, as an intended third party beneficiary of the provisions of this Master Declaration, shall have the right, but not the duty, to compel performance of such provisions in any manner provided by law or in equity and in any manner provided in this Master Declaration.
yyy. The applicant shall ensure that a water vehicle for dust control operations and a pick-up or vacuum type street sweeper to remove tracked dirt and debris from adjacent streets is kept readily available at all times during construction at the City Engineer's direction. zzz. The applicant shall implement the following measures for the duration of all construction activity to minimize air quality impacts:

1. Watering should be used to control dust generation during demolition of structures and break-up of pavement.

2. All trucks hauling demolition debris from the site shall be covered.

3. Dust-proof chutes shall be used to load debris into trucks whenever feasible. Watering should be used to control dust generation during transport and handling of recycled materials.

4. All active construction areas shall be watered at least twice daily and more often during windy periods; active areas adjacent to the existing land uses shall be kept damp at all times Resolution No. 10,888 14
or shall be treated with non-toxic stabilizers or dust palliatives.

5. All trucks hauling soil, sand, and other loose materials shall be covered or require all trucks to maintain at least 2 feet of free board.

6. All unpaved access roads, parking areas, and staging areas at construction sites shall be paved, watered three times daily, or treated with (non-toxic) soil stabilizers.

7. All paved access roads, parking areas, and staging areas at construction sites shall be swept daily with water sweepers; water sweepers shall vacuum up excess water to avoid runoffrelated impacts to water quality.

8. Limit traffic speeds on unpaved roads to 15 mph.

9. Install sandbags or other erosion control measures to prevent silt runoff to public roadways.

10. Replant vegetation in disturbed areas as quickly as possible.

11. Minimize idling time (5 minutes maximum).

12. Maintain properly tuned equipment.

These measures shall be incorporated into the grading specifications as well as the best management practices of the storm water pollution prevention plan, and shall be implemented to the satisfaction of the City Engineer.
aaaa. The applicant shall enter into a Landscape Maintenance Agreement to ensure the perpetual maintenance of all common front yard, side yard, back-up area landscaping, and adjacent roadway planter strips within the development by the Homeowner's Association. This agreement shall run with the land and be binding upon all future owners or assigns. Any and all necessary easements shall be dedicated over individual lots to allow for the perpetual access and maintenance of landscaping. The full extent of landscape maintenance shall be determined with the future landscape improvements plans and detailed in said agreement. Landscaping by the City at the expense of the Homeowner's Association in these areas will only occur in the event the City Council deems the Homeowner's Association maintenance to be inadequate. Project perimeter walls and adjoining landscaped areas shall be included in a dedicated landscape easement to guarantee adequate maintenance of the walls.

The City of Newark shall be provided with subordinate agreements to ensure that the position of the landscaping maintenance lien shall be superior to any liens or encumbrances other than taxes.
bbbb. Prior to the approval of the final map, the applicant shall petition the City Council to participate in an active Landscaping and Lighting District for the perpetual maintenance of median landscaping and lighting systems on Enterprise Drive, roundabout landscaping, any public stormwater treatment and storm drain delivery systems including trash capture devices, all public street trees, and all street lighting systems. Maintenance activities will be performed by the City of Newark or its contractors through the Landscaping and Lighting District. All property owners within the tentative map boundary shall be assessed annually in accordance with requirements established with the Landscaping and Lighting District. The applicant shall deposit sufficient funds for the City to hire a consultant to Resolution No. 10,888 15

JJJJ. All street trees shall be a minimum of 24-inch box specimens. All plant replacements shall be an equal or better standard than originally approved subject to approval by the City Engineer.
kkkk. Landscaping and irrigation systems shall be installed on Enterprise Drive and the roundabouts prior to the first occupancy of the project. 1111. Prior to the release of utilities or issuance of any Certificate of Occupancy, all landscaping and irrigation systems on the lot and the lot frontage areas shall be complete. Cash deposit to guarantee remainder of the work can be accepted subject to the City Engineer approval. mmmm. Stormwater treatment facilities and associated infrastructure shall be installed and operational prior to the first occupancy of the project. A certification by a licensed civil engineer and/or licensed landscape architect certifying that the stormwater treatment facilities and associated infrastructure were installed and are operating properly shall be submitted to the City and approved by the City Engineer.

Building Division
nnnn. Construction for this project, including site work and all structures, can occur only between the hours of 8:00 AM and 7:00 PM, Monday through Saturday and between the hours of 10:00 AM and 6:00 PM on Sundays and holidays. The applicant may make a written request to the Building Official for extended working hours and/or days. In granting or denying any request the Building Official will take into consideration the nature of the construction activity which would occur during extended hours/days, the time duration of the request, the proximity to residential neighborhoods and input by affected neighbors.

All approvals will be done so in writing.
0000. Each building shall be equipped with a fully automatic fire sprinkler system. pppp. This project will require the payment of school applicant fees. School applicant fees are assessed and collected by the Newark Unified School District Fire Division
qqqq. All the homes shall be equipped with automatic fire sprinkler system. rrrr. The proposed trees shall not impede into fire access roads and in case of any event where it does, the applicant shall work with County fire to relocate any trees that impede the fire access roads.

Police Division
ssss. The development shall comply with Chapter 15.06, Security Code, of the Newark Resolution No. 10,888 17
Municipal Code and Section 5.10 of the California Fire Code for radio reception. tttt. Housing numbers should be well placed, illuminated and easily recognizable for first responders.
uuuu. A map of the entire complex should be placed in easy to find locations (preferred- street entrance into the complex) to aid first responders in locating specific dwelling.

General
vvvv. All proposed changes from approved exhibits shall be submitted to the Community Development Director who shall decide if they warrant Planning Commission and City Council review and, if so decided, said changes shall be submitted for the Commission's and Council's review and decision. The applicant shall pay the prevailing fee for each additional separate submittal of development exhibits requiring Planning Commission and/or City Council review and approval.
wwww.In the event that any person should bring an action to attack, set aside, void or annul the City's approval ofRZ-18-9, TTM-18-16, PD-18-8, and E-18-10, the applicant shall defend, indemnify and hold harmless the City and/or its agents, officers and employees from any claim, action, or proceeding against the City and/or its agents, officers and employees with separate counsel reasonably selected by the City and reasonably approved by the applicant. Applicant's obligation to defend, indemnify and hold harmless the City and/or its agents, officers and employees shall be subject to the City's compliance with Government Code Section 66474.9.
xxxx. The Conditions of Project Approval set forth herein may include certain fees, dedication requirements, reservation requirements and other exactions. Pursuant to Government Code Section 66020(d)(l), these Conditions constitute written notice of a statement of the amount of such fees, and a description of the dedications, reservations and other exactions.

The applicant is hereby further notified that the 90-day approval period in which the applicant may protest these fees, dedications, reservations and other exactions, pursuant to Government Code Section 66020(a), has begun. If the applicant fails to file a protest within this 90-day period complying with all of the requirements of Section 66020, the applicant will be legally barred from later challenging such exactions.

Resolution No. 10,888 18
I HEREBY CERTIFY the foregoing resolution was introduced at a regular meeting of the City Council of the City of Newark held on January 24, 2019, by Council Member Bucci who moved its adoption and passage, which motion was carried after being duly seconded, and passed by the following vote:

AYES: Council Members Bucci, Freitas, Hannon, Vice Mayor Collazo, and Mayor Nagy
NOES: None
ABSENT: None
SECONDED: Vice Mayor Collazo
7?��.
�LA�
City Clerk
APPROVED AS TO FORM:
y,, ��-
s/KRISTOPHER J. KOKOTAYLO
Interim City Attorney
Resolution No. 10,888 19
APPROVED:

Oi-)·fp.#'
s/ ALAN L. NAg�
Mayor
Due to file size limitations, the exhibits are
not included. To request a copy of one or
more exhibits, please contact the Planning
Division at [email protected]
RESOLUTION NO. 10,889

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
NEWARK APPROVING P-18-8, A PLANNED

DEVELOPMENT PLAN TO ALLOW CONSTRUCTION OF A
192-UNIT RESIDENTIAL DEVELOPMENT (FMC PARCEL C)
ON A 17.4-ACRE SITE LOCATED WEST OF THE

INTERSECTION OF HICKORY STREET AND ENTERPRISE
DRIVE (ASSESSOR PARCEL NUMBERS: 537-852-1-2, 537-
852-2-7 AND 537-852-2-8)
WHEREAS, Parcel C Project Owner LLC has filed with the City of Newark an application for a Planned Development Plan for a 192-unit residential project on a site located west of the intersection of Hickory Street and Enterprise Drive; and WHEREAS, pursuant to Newark Zoning Code Section 17.31.060, a public hearing notice was published in The Tri City Voice on January 8, 2019 and mailed as required, and the City Council held a public hearing on said application at 7:30 p.m. on January 24, 2019 at the City Administration Building, 37101 Newark Boulevard, Newark, California; and WHEREAS, pursuant to Chapter 17.12 (Planned Development Overlay District), Section

17.12.060 (Required Findings) of Newark Zoning Code, the City Council hereby makes the following findings:

A. The proposed development is consistent with the General Plan and any applicable specific plan, including the density and intensity limitations that apply; B. Adequate transportation facilities and public services exist or will be provided in accord with the conditions of development plan approval, to serve the proposed development; and the approval of the proposed development will not result in a reduction of traffic levels of service or public services so as to be a detriment to public health, safety, or welfare;
C. The proposed development will not have a substantial adverse effect on surrounding land uses and will be compatible with the existing and planned land use character of the surrounding area;
D. The development generally complies with applicable adopted design guidelines; E. The proposed development is demonstratively superior to the development that could occur under the standards applicable to the underlying base district, and will achieve superior community design, environmental preservation and/or substantial public benefit.

NOW, THEREFORE, BE IT RESOLVED that the City Council approve this application as shown on Exhibit B, pages 1 through 56, subject to compliance with the following conditions:

Planning Division
a. All applicable conditions listed in City Council Resolution No. 10,888, dated January 24, 2019, recommending approval of TTM-18-16, Vesting Tentative Tract 8453 for a 192- unit residential development (FMC Parcel C) on a 17.4-acre site located west of the intersection of Hickory Street and Enterprise Drive.
b. If any condition of this Planned Development Plan be declared invalid or unenforceable by a court of competent jurisdiction, this planned unit development shall terminate and be of no force and effect, at the election of the City Council.

I HEREBY CERTIFY the foregoing resolution was introduced at a regular meeting of the City Council of the City of Newark held on January 24, 2019, by Council Member Bucci who moved its adoption and passage, which motion was carried after being duly seconded, and passed by the following vote:

AYES: Council Members Bucci, Freitas, Hannon, Vice Mayor Collazo, and Mayor Nagy
NOES: None
ABSENT: None
SECONDED: Vice Mayor Collazo
Jg�
City Clerk
APPROVED AS TO FORM:
�\��
s/KRISTOPHER J. KO KOT A YLO
Interim City Attorney
Resolution No. 10,889 2
APPROVED:
()� /.,Y/rr;ms!ALAN L. NA'G¥
Mayor
Due to file size limitations, the
exhibits are not included. To
request a copy of one or more
exhibits, please contact the
Planning Division at
[email protected]
RESOLUTION NO. 10,890

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK AUTHORIZING THE MAYOR TO SIGN A

COMMUNITY FINANCING AGREEMENT WITH PARCEL C

PROJECT OWNER, LLC
BE IT RESOLVED by the City Council of the City of Newark that the Mayor of the City of Newark be arid is hereby authorized to sign a Community Financing Agreement with Newark Parcel C Project Owner, LLC., regarding provision of certain public facilities and services for the Dumbarton Transit Oriented Project Specific Plan, said agreement on file in the Office of the City Clerk.

AYES: Council Members Bucci, Freitas, Hannon, Vice Mayor Collazo, and Mayor Nagy
NOES: None
ABSENT: None
SECONDED: Vice Mayor Collazo
�1J�s;;: ' !lo ' ..
• s/SHEILA�
City Clerk
APPROVED AS TO FORM:
�¼�
s/KRISTOPHER J. KOKOTA YLO
Interim City Attorney
APPROVED:
m� 6'- 11/()-11-r
s/ ALAN L. NAdYU
Mayor
Due to file size
limitations, the exhibits
are not included. To
request a copy of one or
more exhibits, please
contact the Planning
Division at
[email protected]
RESOLUTION NO. 10,891

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWARK AUTHORIZING A PARK AGREEMENT WITH

PARCEL C PROJECT OWNER, LLC FOR THE CONSTRUCTION

AND DEDICATION OF A PARK TO THE CITY
WHEREAS, Parcel C Project Owner, LLC (the "Developer") has submitted an application for the construction of a 192 unit single family home project (the "Project"); and WHEREAS, as a condition of approval of the Project, the City is requiring the Developer to construct and dedicate an approximately 5 acre park (the "Park Parcel") to the City; and WHEREAS, pursuant to an order from the California Regional Quality Control Board ("RWQCB"), the Developer is required to conduct certain remediation activities to remediate contamination on the Park Parcel; and
WHEREAS, the City will not accept dedication of the Park parcel until the remediation has been completed and the Developer has constructed certain required park improvements on the Park Parcel; and
WHEREAS, City staff and the Developer have negotiated an agreement (the "Park Agreement") that sets forth the requirements for the remediation of the contamination and the construction of the improvements on the Park Parcel, a copy of which is on file with the City Clerk.

NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Newark that:

Section 1. The above recitals are true and are incorporated into this Resolution.

Section 2. The Mayor of the City of Newark is hereby authorized to sign the Park Agreement with Newark Parcel C Project Owner, LLC., substantially in the form on file with the City Clerk, and to take all actions and execute all documents in connection with the Park Agreement that are consistent with this Resolution.

Section 3.
3152803.1
This Resolution shall take effect immediately upon its passage.

AYES: Council Members Bucci, Freitas, Hannon, Vice Mayor Collazo, and Mayor Nagy
NOES: None
ABSENT: None
SECONDED: Vice Mayor Collazo
City Clerk
APPROVED AS TO FORM:
\
l
s/KRISTOPHER
¼�
J. KOK OTA YLO
Interim City Attorney
Resolution No. 10,891 2
APPROVED:
�1-n1o
s/ ALAN L. NAGY
Mayor
Executed Park Agreement included as Attachment D
of the staff report

487/016909-0137
16833752.3 a12/05/22 -1-
4853-4237-9538v4
NON-BC\03723078

FIRST AMENDMENT TO PARK AGREEMENT
THIS FIRST AMENDMENT TO PARK AGREEMENT (this “Amendment”) is dated as of September 22, 2022 (“Effective Date”), by and among FMC CORPORATION, a Delaware corporation (“FMC”), LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company, (“Builder”), and CITY OF NEWARK (“City”) (collectively, the “Parties” and individually, a “Party”).

C. Through no fault of the Parties there have been numerous delays to implementing the terms of the Park Agreement caused by delays in the relocation of Union Sanitary District force mains located in the Park Parcel.

D. The Parties desire to amend and modify the Park Agreement in accordance with the terms and provisions set forth herein. Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Park Agreement.

A G R E E M E N T
NOW, THEREFORE, in consideration of the covenants herein contained and the respective undertakings of the parties hereinafter set forth, it is hereby agreed:

1. New Park Parcel. The Parties have agreed the configuration of the Park Parcel shown on the Site Plan on Exhibit “B” of the Park Agreement shall be replaced by the configuration of the Park Parcel shown on the Site Plan on Exhibit “1” attached to this Amendment. Furthermore, the Conceptual Park Plan on Exhibit “C” of the Park Agreement shall be replaced by Exhibit “2” attached to this Amendment.

2. Park Delivery Date. The “Park Delivery Date” of December 31, 2023 in the first sentence of Section 4.9 is hereby amended to December 31, 2025. Except for the foregoing amendment, the remainder of Section 4.9 shall remain in full force and effect.

487/016909-0137
16833752.3 a12/05/22 -2-
4853-4237-9538v4
NON-BC\03723078
July 3, 2028. In the event the July 3, 2028 deadline is not met but the conditions set forth in Sections 3.1 through 3.5 are otherwise satisfied, then City shall release the Park Delivery Bonds and City shall be entitled to enforce the Builder’s obligations under the Park Improvement Bond.”

4. Unavoidable Delay. The first sentence of Section 8 of the Park Agreement is hereby deleted and replaced with the following:
“The timing for performance of the obligations of FMC and Builder under this Agreement shall be subject to extension for force majeure events, provided, however, that in no event shall the July 3, 2028 deadline set forth in Section 4.12 above be extended under any circumstance.”

5. Counterparts. This Amendment and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one Amendment binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. The parties may also deliver executed copies of this Amendment to each other by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

No party may raise the use of any image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Amendment. At the request of either party, the parties will confirm signatures by signing and delivering an original document.

6. Conflict. In case of any inconsistency between this Amendment and the Park Agreement, the provisions containing such inconsistency shall first be reconciled with one another to the maximum extent possible, and then to the extent of any remaining inconsistency, the terms of this Amendment shall control.

7. Entire Agreement. The Park Agreement, together with this Amendment, embodies the entire understanding between the Parties with respect to its subject matter and can be changed only by an instrument in writing signed by the Parties.

Signature Page to First Amendment to Park Agreement
4853-4237-9538v4
NON-BC\03723078
IN WITNESS WHEREOF, this Amendment has been executed on the date first set forth above.

CITY:

CITY OF NEWARK, a California municipal
corporation
By:

Name:

Title:

ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
[signatures continue on the next page]

Signature Page to First Amendment to Park Agreement
4853-4237-9538v4
NON-BC\03723078
BUILDER:

LENNAR HOMES OF CALIFORNIA, LLC, a
California limited liability company,
By:

Name:

Title:
[signatures continue on the next page]

Signature Page to First Amendment to Park Agreement
4853-4237-9538v4
NON-BC\03723078
IN WITNESS WHEREOF, this Amendment has been executed on the date first set forth above.

FMC:

FMC CORPORATION, a Delaware corporation
By:

Name:

Title:

487/016909-0137
16833752.3 a12/05/22 Exhibit “1”
4853-4237-9538v4
NON-BC\03723078
EXHIBIT “1”

GENERAL DEPICTION OF NEW PARK PARCEL
[see attached]

Exhibit “1”
-2-
4853-4237-9538v4
NON-BC\03723078

487/016909-0137
16833752.3 a12/05/22 Exhibit “2”
4853-4237-9538v4
NON-BC\03723078
EXHIBIT “2”

NEW CONCEPTUAL PARK PLAN
[see attached]

Exhibit “2”
-2-
4853-4237-9538v4
NON-BC\03723078

1 City Council Meeting
July 23, 2026
FMC Willow and Grand Park Project:
2 nd Amendment to Park Agreement
It is our mission to serve and partner with our community to continually enhance the quality of life of everyone in Newark Introductions
City of Newark
Carmelisa Lopez, Senior Planner
Steven Turner, Community Development Director
Art Interiano, Deputy Community Development Director
Applicant
Lennar Homes of California, LLC
Property Owner
FMC Corporation
2 Bayside Newark Specific Plan Area
3 Harbor Pointe Project
• Approved in 2019 and recently completed construction
• 192-unit for-sale residential development and 5-acre public park (Grand Park) on 17.4-acre site
4 FMC Willow and Grand Park Project
5 FMC Willow and Grand Park Project
6 FMC Willow and Grand Park Project
• Approved in 2022. Extension approved in 2024.
• Development moratorium until title issues resolved
• 370-unit mixed-use development including:
7 279 for-sale attached
townhomes
1,500 sq. ft.
community building
for residents
91 affordable
apartments and
3,600 sq. ft. of retail
in mixed-use building

1.8 acres set aside
for future transit
station
Reconfigured Grand
Park boundaries
Project Update
8 Applicant nearing resolution on unforeseen title issues All plans submitted for building plan check and Final Map review Demolition and rough grading activities commenced
in May 2026
Applicant anticipates starting park construction in Fall 2026 Park Agreement
• Park Agreement executed in January 2019
• First Amendment executed in September 2022 included:
• Reconfigured park boundaries
• Updated certain deadlines due to delays caused by Union Sanitary District force main relocation
9 Original Date Revised Date
Owner Allows Applicant
Access to Park Parcel
December 31, 2023 December 31, 2025
Park Improvements
Completion Date
July 1, 2026 July 3, 2028
Proposed Second Amendment
• Extends date Applicant is allowed access to Park Parcel from December 31, 2025 to August 31, 2026
• Extends date Irrevocable Offer of Dedication must be submitted to fine grading permit issuance or Parcel Map approval
• Updates certain exhibits to reflect the most current park parcel map and conceptual park plan
• Clarifies conditions for release of park delivery bond No change to Park Completion Date (July 3, 2028)
10 Staff Recommendation
11 Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the Second Amendment to the Park Agreement for the FMC Willow and Grand Park Project at 8787 Enterprise Drive (APNs 537-0852-001-08, 537-0852-002-009, & 092-0100-005).

Item F. 3.

DATE 07/23/2026
TO Honorable Mayor and City Council Members
FROM Michael Coulom, Housing Policy and Programs Manager SUBJECT Resolution to Amend the Affordable Housing Obligation Satisfaction Agreement for the Willow and Harbor Pointe Projects to Extend the Completion Deadline and Change the Affordability Unit Mix.

SUMMARY AND RECOMMENDATION
Staff recommends that the City Council, by resolution, authorize the City Manager to execute the First Amendment to the Affordable Housing Obligation Satisfaction Agreement for the Willow and Harbor Pointe projects and related agreements to revise the affordable housing unit mix and extend the project’s construction completion deadline from December 31, 2027 to December 31, 2030.

Several unforeseeable issues have delayed the Willow Project, including the affordable housing component. These include disputes between the developers and the San Francisco Public Utilities Commission (SFPUC) over title to a portion of the Willow Project site and a dispute regarding a claim of purported rights to discharge water in a water course or other proper drainage facilities over a portion of the project site. Staff and the developers are working diligently to resolve these issues, including facilitating recordation of the final maps and approval of improvement plans to allow the affordable housing component to proceed.

At the same time, the developers are requesting a change to the affordability mix of the affordable housing component. The original affordability mix is not compatible with current affordable housing funding sources and includes a significant number of moderate-income units, the rents for which would exceed fair market rents in Newark.

Revising the affordability mix would provide a lower average income level than required under the existing Affordable Housing Obligation Satisfaction Agreement while also improving the project's financial feasibility and making it eligible for affordable housing financing.

BACKGROUND
City Council adopted Resolution 11,407 at its September 22, 2022 meeting, approving City Council adopted Resolution 11,407 at its September 22, 2022 meeting, approving the Affordable Housing Obligation Satisfaction Agreement (the “Agreement”) and other entitlements for the Willow and Harbor Pointe residential development projects in the Bayside Newark Transit Oriented Development Specific Plan (Specific Plan) (Attachments 2 and 3). The Agreement stipulates that the owner of the Willow Project shall complete construction of the projects’ required affordable housing by December 31, 2027.

While the Harbor Pointe project is now complete, several unforeseeable issues have delayed the Willow Project, including the affordable housing component. While the developers and staff are working diligently to address these issues and move forward, the affordable housing is unlikely to be completed by the deadline in the Agreement.

Additionally, the Agreement included affordability restrictions that are incompatible with the affordable housing project’s intended financing structure and inappropriate for rental housing. Extending the Agreement to provide an achievable construction completion deadline and revised affordability program constitutes a significant change that is subject to review and approval by City Council.

DISCUSSION/ANALYSIS
On September 22, 2022, City Council approved an application by Willow Project Owner, LLC to develop “FMC Willow and Grand Park”, a mixed-use development on

22.1 acres located northwest of the intersection of Willow Street and Enterprise Drive (see Attachment 2, Exhibits 1-8). The property is owned by FMC Corporation, Lennar Homes, and Willow Project Owner, LLC. The approved project would redevelop the vacant, former industrial site into a 279-unit multifamily community along with a mixed-use building consisting of 3,600 square feet of retail and 91 multifamily affordable units (including a manager’s unit) and a 1,485 square foot community building, along with approximately 1.8 acres set aside for a future transit station.

Among other entitlements, City Council approved the Agreement authorizing development of the 91-unit affordable housing units as an alternative means of complying with the City’s Affordable Housing Program (Chapter 17.18.050 of Newark Municipal Code). The Agreement is also intended to satisfy Condition of Approval “d” of the Willow Project, as well as Condition of Approval “dd” of the Harbor Pointe project, a 192-unit residential development in the Specific Plan area that has since been completed. By combining the affordable housing obligations of the Willow and Harbor Pointe projects into a single affordable housing development, the City achieves a project that is commercially attractive to affordable housing developers and competitive for affordable housing financing.

Section 1.4 of the Agreement identifies the affordability levels of the affordable housing component. Under the Agreement, the affordable housing component is to include 47 very low-income units, 23 low-income units, 20 moderate-income units, and 1 manager’s unit, for a total of 91 units. These numbers were derived from Resolution 10,184, which was passed by City Council in 2014 to make findings on the number of affordable housing units needed to fully mitigate the impacts of residential development (Attachment 4). The resolution found that developments that include affordable housing should generally restrict units to very low-, low-, and moderate-income households in a 2:1:1 ratio.

Lennar has entered into an agreement with USA Properties to develop the 91-unit affordable housing component on the Willow property. This arrangement is similar to the agreement that the owners of the Atrium, Torian, and SHH Parcel owners made with USA Properties to develop the 75-unit Newark Station Seniors community at 37433 Willow St. Newark Station Seniors is a low-income senior housing community that opened in 2019 and satisfied the affordable housing obligations of other projects in the Specific Plan area.

Extension of Agreement
The Agreement requires the Willow Owner to cause completion of construction of the affordable housing component by December 31, 2027. Several unforeseeable issues have arisen that have delayed the developers’ ability to proceed with either component, however. These issues include a title dispute between the developers and the SFPUC affecting a portion of the Willow Project as well as a dispute regarding the claim to a right to a reservation for discharge of water in a water course or other property drainage system over a portion of the Willow Project and Affordable Housing Project. The developers are endeavoring to resolve these issues, including facilitating recordation of the final maps and approval of improvement plans to allow the Willow Project and the Affordable Housing Project.

The Agreement between Lennar and USA Properties also includes a commitment by Lennar to provide infrastructure stubs and a development pad for the affordable housing component, which cannot proceed without resolution of all title issues and approval of improvement plans and maps. These entitlement and project readiness conditions are prerequisites to applying for Low-Income Housing Tax Credit (LIHTC) financing and proceeding with development of the affordable housing. It generally takes 16-24 months to build projects similar to that proposed for the Willow site, thus it is no longer feasible for the project to meet the December 31, 2027 deadline.

The developers are requesting to extend the construction completion deadline to December 31, 2030. This extension would allow USA Properties to apply for up to four rounds of LIHTC financing. LIHTC is a competitive program that makes awards two or three times each year. USA Properties has been successful in receiving LIHTC financing in the past in Newark and throughout California.

Revisions to Section 1.4 Affordability Mix
Lennar and USA Properties have also approached the City with a request to revise the affordability restrictions included in the Agreement, as presented in the proposed First Amendment to the Agreement (Attachment 4). The developers are requesting to reduce the average affordability of the project to serve more low-income households, as represented in Table 1. The revised affordability mix would include 27 very low-income units, 63 low-income units, 0 moderate-income units, and 1 manager unit. Replacing units, 63 low-income units, 0 moderate-income units, and 1 manager unit. Replacing the moderate-income units with low-income units would make the project eligible for LIHTC, which is the greatest source of the project’s financing. Additionally, replacing some of the very low-income units with low-income units would make the project financially feasible without additional subsidy or vouchers from the Housing Authority of the County of Alameda (HACA), which are currently unavailable and will remain so for the foreseeable future.

Table 1: Affordability Restrictions of the Current Agreement and Proposed First Amendment
Income Restriction as Percent of Area
Median Income (AMI)
Current
Agreement
First
Amendment
Very Low-Income (30-50% AMI) 47 units 27 units
Low-Income (51-80% AMI) 23 units 63 units
Moderate-Income (81-120% AMI) 20 units -
Manager Unit 1 unit 1 unit
Total Units 91 91
Average Affordability 73% AMI 60% AMI
The City Council approved Ordinance 560 on January 8, 2026, which amended the City’s affordable housing requirements to respond to current housing needs and market conditions (Attachment 5). The ordinance added Chapter 17.27 to the Newark Municipal Code, which requires new rental housing to serve very low- and low-income households, and new homeownership housing to serve moderate-income households.

This is because market rents in Newark are generally on par with or below the rent schedule published by the state for Alameda County. For that reason, property owners often have difficulty leasing units restricted to moderate-income renter households, and lenders are discouraged from investing in these properties.

No Action Alternative
Should City Council decline to extend and / or amend the Agreement, the affordable housing component will be unable to proceed. The Agreement was developed and executed prior to soliciting interest from an affordable housing developer and during a considerably different market for new construction and rental housing rates.

Construction costs have increased by approximately 24 percent since 2022, according to the California Construction Cost Index, and it is not currently feasible to build multi-unit moderate-income rental housing without subsidy. Few to no public agencies provide subsidy for this product type, and the LIHTC program restricts projects to an average affordability not to exceed 60% AMI. Similarly, few public sources are currently available for low- and very low-income housing. Staff from the County Housing Authority have informed the City that they are preparing to enter a funding shortfall, during which time they will not issue new housing vouchers that subsidize the rent of very low-income tenants. State affordable housing funds from the 2018 Veterans and Affordable Housing Act (also known as Proposition 1) have been exhausted, and new funds will not be available until 2027, subject to approval at the ballot box in November.

Section 8 of the Agreement states that the affordable housing site shall be deeded to the City if the affordable housing component is not completed by the deadline. The City would not collect a housing impact fee from the developers. Were this to occur, the City could consider alternative uses of the affordable housing site, including soliciting interest from other affordable housing developers. This would delay delivery of affordable housing units by several years and likely impose significant costs on the City, including in the form of property maintenance, security, and legal fees, as well as the potential need for City subsidy of new development.

Preparing for Next Steps
USA Properties is preparing to submit a LIHTC application by September 8, 2026, with awards expected on December 9, 2026. If awarded this first application round, construction would begin by May 2027 and complete in late 2028 or early 2029. If not awarded this application round, USA would have two or three additional chances to apply in 2027 and still be able to complete construction by December 31, 2030.

FISCAL IMPACT
The recommended action would not have a fiscal impact on the City.

STRATEGIC PRIORITY AREA
Further Economic Vitality and Housing for All
REVIEW AND APPROVAL
Prepared by - Michael Coulom, Housing Policy and Programs Manager Reviewed by - Steven Turner, Community Development Director Reviewed by - Kristopher J. Kokotaylo, City Attorney
Approved by - David J. Benoun, City Manager
Attachments
Staff Presentation

1. Draft Resolution
1a. First Amendment to Affordable Housing Obligation Satisfaction Agreement

2. Resolution 11,407

2.1 Conditions of Approval

2.2 General Plan Amendment

2.3 Vesting Tentative Map

2.4 Specific Plan Amendment

2.5 Park Agreement Amendment

2.6 Affordable Housing Regulatory and Satisfaction Agreements

2.7 Findings of Determination

2.8 Initial Study and Addendum to the Dumbarton Transit Oriented Development Specific Plan Environmental Impact Report

3. Affordable Housing Obligation Satisfaction Agreement

4. Resolution 10,184

5. Ordinance 560
1 City Council Meeting
July 23, 2026
FMC Willow and Harbor Point Project:
1 st Amendment to
Affordable Housing Agreement
It is our mission to serve and partner with our community to continually enhance the quality of life of everyone in Newark Agenda

1. Introductions

2. Project Background

3. Project Update

4. Park Agreement

5. Proposed Amendment

6. Q&A
2 Introductions
City of Newark
Michael Coulom, Housing Policy and Programs Manager
Steven Turner, Community Development Director
Art Interiano, Deputy Community Development Director
Applicant
Lennar Homes of California, LLC
Property Owner
FMC Corporation
3 Bayside Newark Specific Plan Area
4 Harbor Pointe Project
• Approved in 2019 and recently completed construction
• 192-unit for-sale residential development and 5-acre public park (Grand Park) on 17.4-acre site
5 FMC Willow and Grand Park Project
6 FMC Willow and Grand Park Project
• Project approved in 2022. Extension approved in 2024. • Affordable Housing Agreement Satisfaction Agreement for the Willow and Harbor Pointe Projects executed on May 11, 2023 • 370-unit mixed-use development including:
7 279 for-sale attached
townhomes
1,500 sq. ft.
community building
for residents
91 affordable
apartments and
3,600 sq. ft. of retail
in mixed-use building

1.8 acres set aside
for future transit
station
Reconfigured Grand
Park boundaries
Terracina: Affordable Housing Componet
8 • 90 affordable units
• 1 on-site manager’s
unit
• Mix of 1-, 2-, and 3-
bedroom homes
• 3,600 sq ft of retail
• 100 parking spaces
• Upper-level courtyard
with tot lot and BBQ
Terracina: Affordable Housing Componet
9 Project Update
10 Applicant nearing resolution on unforeseen title issues All plans submitted for building plan check and Final Map review
Demolition and rough grading activities commenced in May 2026
Applicant anticipates applying for financing in September 2026 and commencing construction in spring 2027
Proposed Amendment to Affordable Housing Agreement
The Proposed First Amendment would include two components:

1. Extending the deadline to complete construction by three years

2. Revise the affordability restrictions to reflect market conditions and financing requirements
11 Proposed Amendment: Extension
• Extends date to complete affordable housing construction from December 31, 2027 to December 31, 2030.
• Affords developer time to apply for and secure low-income housing tax credits (LIHTC), and commence construction.
• Gives developer approximately 4 chances to secure (LIHTC) and complete construction before the deadline.
12 Milestone Date
LIHTC Application September 8, 2026
LIHTC Award December 9, 2026
Commence Construction May 2027
Complete Construction Winter 2028 to Spring 2029
Proposed Amendment: Affordability
• Necessary to be eligible for LIHTC
• Fewer very low-income units
• Lower average affordability
• Moderate-Income rents exceed Newark Fair Market Rents o 2-Bedroom Rent at 100% AMI: $3,820
o 2-Bedroom Average Rent in Newark: $2,600
13 Income Restrictions Current Agreement First Amendment Very Low-Income 47 units 27 units
Low-Income 23 units 63 units
Moderate-Income 20 units -
Manager Unit 1 unit 1 unit
Total Units 91 units 91 units
Average Affordability 73% AMI 60% AMI
No Action Alternative
• Agreement expires December 31, 2027, sooner if mutually agreed • City takes ownership of affordable housing site
• City does not receive affordable housing impact fee
• Site will remain bound to an affordable housing use, but City could consider revised programming
• City could solicit interest from alternative affordable housing developers, although delivery would be delayed by further years • City will absorb costs- site maintenance, security, and operation.

Likely need to allocate Housing Impact Fee Funds to any alternative development.
14 Staff Recommendation
15 Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute the First Amendment to the Affordable Housing Agreement Agreement for the FMC Willow and Harbor Pointe Projects at 8787 Enterprise Drive (APNs 537-0852-001-08, 537-0852-002-009, & 092- 0100-005).

RESOLUTION NO. ______

RESOLUTION OF THE OF THE CITY COUNCIL OF THE CITY

OF NEWARK AUTHORIZING THE CITY MANAGER TO

EXECUTE THE FIRST AMENDMENT TO THE AFFORDABLE

HOUSING OBLIGATION SATISFACTION AGREEMENT FOR
THE PROPOSED ‘FMC WILLOW AND GRAND PARK’
DEVELOPMENT AT 8787 ENTERPRISE DRIVE (APNS 537-
0852-001-08, 537-0852-002-009, & 092-0100-005)
WHEREAS, FMC Corporation (the “Property Owner”) and Lennar Homes of California, LLC (the “Applicant”) submitted a request to amend the Affordable Housing Obligation Satisfaction Agreement for the proposed ‘FMC Willow and Grand Park’ development (“Project”), a mixed-use development proposed on a 22.1-acre site located at 8787 Enterprise Drive; and WHEREAS, the Project site is a vacant, former industrial site located northwest of the intersection of Willow Street and Enterprise Drive within the Bayside Newark Transit Oriented Development Specific Plan, formerly known as the Dumbarton Transit Oriented Development Specific Plan; and
WHEREAS, the City Council approved entitlements for the Project (Resolution Number 11,407) including a Vesting Tentative Map (Tract 8559), General Plan Amendment, Specific Plan Amendment, Design Review, Minor Use Permit, Density Bonus, Park Agreement Amendment, Alternative Means of Compliance to payment of the Housing Impact Fees, and addendum to the Dumbarton Transit Oriented Development Specific Plan Environmental Impact Report (State Clearinghouse #2010042012); and
WHEREAS, the Project will include 279 attached townhouses, a mixed-use building with 91 affordable units and 3,600 sq. ft. of ground-floor retail, a 1,485 sq. ft. community building, and

1.8 acres set aside for a future transit station. The Project will also include adjusting the boundaries of Grand Park, a 5.0-acre public park approved with the recently completed ‘Harbor Pointe’ Project, a 192-unit residential development on a 17.4-acre site located west of the intersection of Hickory Street and Enterprise Drive approved in 2019; and WHEREAS, the Affordable Housing Obligation Satisfaction Agreement was executed on May 11, 2023 with the Willow and Harbor Pointe’ Projects; and WHEREAS, the Property Owner and Applicant have requested a First Amendment to the Affordable Housing Obligation Satisfaction Agreement due to extended delays in implementing certain terms of the Affordable Housing Obligation Satisfaction Agreement resulting in the delay of delivery to the Applicant of access to the parcel for construction of the affordable housing improvements; and
WHEREAS, the First Amendment to the Affordable Housing Obligation Satisfaction Agreement includes extending the deadline for the Property Owner to allow the Applicant for construction of the necessary improvements prerequisite to applying for low-income housing tax credits, extending the date the Property Owner must complete construction of the 91 affordable dwelling units, and revising the affordability mix to increase the number of low-income dwelling units and make the Project eligible for low-income housing tax credits.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newark as follows:

Section 1. That the forgoing recitals are true and correct and made part of this Resolution.

Section 2. The City Council of the City of Newark hereby authorizes the City Manager to execute the First Amendment to the Affordable Housing Obligation Satisfaction Agreement, in a form approved by the City Attorney, and to take all actions and execute all documents in connection with the Park Agreement that are consistent with this Resolution.

Attachments
Exhibit A – First Amendment to Affordable Housing Obligation Satisfaction Agreement

RECORDING REQUESTED BY
City of Newark
37101 Newark Blvd.

Newark, CA 94560
AND WHEN RECORDED MAIL TO:

City Clerk
City of Newark
37101 Newark Blvd.

Newark, CA 94560
SPACE ABOVE THIS LINE FOR RECORDER’S USE
No fee per Government Code Section 27383.

FIRST AMENDMENT TO AFFORDABLE HOUSING OBLIGATION SATISFACTION

AGREEMENT FOR THE WILLOW AND HARBOR POINT PROJECTS
This FIRST AMENDMENT TO AFFORDABLE HOUSING OBLIGATION

SATISFACTION AGREEMENT FOR THE WILLOW AND HARBOR POINT PROJECTS (“First Amendment”), is made as of _________________, 2026 (the “Amendment Effective Date”) by and among the CITY OF NEWARK, a California municipal corporation (the “City”), on the one hand, and THE WILLOW PROJECT OWNER, LLC, a Delaware limited liability company (“Willow Owner”) and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (“Lennar”; collectively, Willow Owner and Lennar are sometimes referred to as “Developers”), on the other hand.

RECITALS
A. Willow Owner, Lennar and the City previously entered into that certain Affordable Housing Obligation Satisfaction Agreement for the Willow and Harbor Point Projects dated as of May 11, 2023 and recorded on June 15, 2023 as Document No. 2023068725, in the Official Records of Alameda County, California (the “Affordable Housing Agreement”).

B. The City Council approved the Willow Project, including the Affordable Housing Site, and found that the Affordable Housing Obligation would constitute an alternative means of compliance with the Affordable Housing Program for both the Harbor Pointe Project and the Willow Project. The City Council concurrently approved the Affordable Housing Agreement.

C. Under current market conditions, changes to the mix of income levels of the affordable units which provide for lower average income levels will increase the ability to apply for financing from the State to develop the affordable units. Therefore, Developers have asked the City to amend the Affordable Housing Agreement to include an updated mix of income levels of the affordable units.
-2-
D. Further, several unforeseeable issues have arisen that have delayed Developers’ ability to complete processing of improvement plans and record final maps. These issues include a title dispute affecting a portion of the Willow Project as well as a dispute regarding the claim to a right to a reservation for discharge of water in a water course or other property drainage system over a portion of the Willow Project and Affordable Housing Project. Developers are endeavoring to resolve these issues i n o r d e r t o facilitate recordation of the final maps and approval of improvement plans to allow the Willow Project and the Affordable Housing Project to move forward.

E. The Parties now desire to extend certain deadlines in the Affordable Housing Agreement to compensate for the delays described above. Unless otherwise defined herein, all capitalized terms used in this First Amendment shall have the meanings ascribed to such terms in the Affordable Housing Agreement.

NOW THEREFORE, in consideration of the foregoing recitals which are hereby incorporated into the operative provisions of this First Amendment by this reference and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the City and the Developers agree as follows:

1. Recital H. The last sentence of Recital H of the Affordable Housing Agreement is deleted in its entirety and replaced with the following:
“Developers’ plan provides for a lower average income level for the affordable units than the income mix of affordable units required by Resolution 10,184.”

2. Affordable Dwelling Unit Mix: Section 1.4 of the Affordable Housing Agreement is deleted in its entirety and replaced with the following:

1.4 “Affordable Housing Obligation” shall mean the obligation to construct the following Affordable Dwelling Units to satisfy the affordable housing need created by the Harbor Pointe Project and the Willow Project set forth below:

Units
Very Low-Income Household (30-50% AMI) 27
Low Income Household (50-80% AMI) 63
Moderate Income Household (80-120% AMI) 0
Manager Unit (Unrestricted) 1
Total 91
Affordable Housing Developer will provide a mix of 1, 2 and 3 bedroom Affordable Dwelling Units and the final unit bedroom mix is subject to the reasonable approval of the Community Development Director.

3. Construction Deadline. Section 5 of the Affordable Housing Agreement is hereby deleted in its entirety and replaced with the following:
-3-
“5. Construction Deadline. Willow Owner shall cause the completion of construction as evidenced by receipt of certificates of occupancy or equivalent for all of the Affordable Dwelling Units by December 31, 2030 or such other later date as the parties may agree in writing.”

4. Entire Agreement. This First Amendment together with the Affordable Housing Agreement, as modified herein, represents the entire agreement between the City and Developers with respect to the subject matter set forth herein. It supersedes all prior or contemporaneous agreements, representations, and negotiations regarding those matters (whether written, oral, express or implied). This First Amendment shall control if any conflict arises between it and the Affordable Housing Agreement.

5. Counterparts. This First Amendment and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one agreement binding all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.
[Signatures on Following Page.]
-4-
IN WITNESS WHEREOF, the City and Developers hereto have each executed this First Amendment as of the date first written above.

CITY:

CITY OF NEWARK,
a California municipal corporation

Michael K. Hannon, Mayor
ATTEST:

Neetu Salwan, City Clerk
APPROVED AS TO FORM:

Kristopher J. Kokotaylo, City Attorney
[Signatures Continue on Following Page.]
-5-
“WILLOW OWNER”

THE WILLOW PROJECT OWNER, LLC,
a Delaware limited liability company
By: KPMW Integral, LLC,
a California limited liability company,
its Managing Member
By:__________________________
Name: _______________________
Title: __________________________
“LENNAR”

LENNAR HOMES OF CALIFORNIA,
LLC, a California limited liability company
By:___________________________
Name: ________________________
Title: __________________________

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

State of California )
County of ____________ )
On ___________________, 2026, before me, ______________________, a 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 ________________________
-2-

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 ________________________
-3-

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 ________________________

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 1 Conditions of Approval
FMC Willow and Grand Park Project
Planning Division
a) Approval of Vesting Tentative Map 8559 shall be effective at such time the Rezoning of the property within the boundary of the Vesting Tentative Tract Map 8559, takes effect. b) Approval of Design Review shall be effective at such time of Vesting Tentative Map 8559, is approved.
c) Approval of Minor Use Permit shall be effective at such time of Vesting Tentative Map 8559, is approved.
d) Prior to the issuance of a building permit, the Applicant shall execute the Alternate Compliance Agreement for Housing Impact Fees (Satisfaction Agreement). e) Prior to issuance of a building permit the Applicant shall enter into a Community Finance Agreement for the Bayside Newark Transit Oriented Development Specific Plan area. f) The applicant shall execute the Station Parcel and Parking Easement Dedication Agreement concurrent with project approval. The applicant shall deliver convey the Station Parcel and Parking Easement Irrevocable Offer of Dedication (IOD) to the City prior to final map approval. The IOD shall be recorded prior to or concurrently with the final map. The Certificate of Acceptance of the IOD shall be recorded after acceptance of the tract improvements, which includes the Station Parcel interim improvements, or and after issuance of the certificate of occupancy for the 279th market rate residential unit of the project, whichever occurs later.
g) This project is subject to the Bayside Transit Oriented Development Specific Plan policies as implemented by the ordinance and resolution approved by the City Council.

All permitted uses and design standards shall abide by the Specific Plan or, for any uses or standards not addressed in the Specific Plan, the underlying zoning district standards apply.
h) Applicant shall execute the revised Grand Park Agreement Amendment and shall provide a revised Irrevocable Offer of Dedication with new boundaries described in Grand Park Agreement Amendment. The Developer is responsible for constructing the park consistent with conceptual design as shown in Exhibit C.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 2 i) Prior to issuance of a building permit, the location and screening design for centralized garbage, refuse, organics, and recycling collection areas (including compactors) for the project shall be submitted for the review and approval of Republic Services, Inc. and the Community Development Director, in that order. Enclosures shall provide signage that states that the enclosure doors shall be closed immediately after use. Enclosures must be located so that the doors, when open, do not encroach into required drive-aisles or parking spaces. No refuse, garbage, organics, or recycling shall be stored outdoors except within the approved trash and recycling enclosures.
j) Prior to the issuance of a Certificate of Occupancy for the project, the Community Development Director shall review and approve signage for consistency with approved plans.
k) Consistent with the General Plan action EH-7.D, prior to issuance of a grading permit, the applicant shall provide evidence to the Community Development Director that the construction equipment would not exceed vibration thresholds. l) Consistent with General Plan action CS-8.C, prior to issuance of a building permit, the applicant shall prepare and submit to the Community Development Director a solid waste source reduction and diversion program.
m) Prior to the issuance of the final certificate of occupancy for the Project, Applicant shall obtain a variance from the California Regional Water Quality Control Board, San Francisco Bay Region for the P4 Cap that permits the specific improvements for the transit station shown in the “phosphorus vault” area in Figure 7 of the Kimley Horn Report.
n) Construction site trailers and buildings located on-site shall be used for office and storage purposes only and shall not be used for living or sleeping quarters. Any vehicle or portable building brought on the site during construction shall remain graffiti free. o) Measures to respond to and track complaints pertaining to construction noise shall include: (1) a procedure and phone numbers for notifying the City of Newark Building Inspection Division and Newark Police Department (during regular construction hours and off-hours); and (2) a sign posted on-site pertaining to the permitted construction days and hours and complaint procedures and who to notify in the event of a problem. The sign shall also include a listing of both the City and construction contractor’s telephone numbers (during regular construction hours and off-hours). p) Interior noise levels shall not exceed 45dBa.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 3 q) AC units shall not be placed in front or street side yard and if placed in any other location that makes it visible to public view, shall be properly screened with solid material. Any deviations shall first be approved by the Community Development Director. r) The project shall be subject to the environmental mitigation measures as described in the Dumbarton TOD Specific Plan Environmental Impact Report. s) The site and its improvements shall be maintained in a neat and presentable condition, to the satisfaction of the Community Development Director. This shall include, but not be limited to, repainting surfaces damaged by graffiti and site clean-up. Graffiti removal/repainting and site cleanup shall occur on a continuing, as needed basis. Any vehicle or portable building brought on the site during construction shall remain graffiti free.
t) All exterior utility pipes and meters shall be painted to match and/or complement the color of the adjoining building surface, as approved by the Community Development Director.
u) Color elevations shall be submitted by the applicant as part of this application to be reviewed and approved by the Planning Commission and City Council. The building elevations shall reflect all architectural projections such as roof eaves, bay windows, greenhouse windows, chimneys and porches. A site plan showing the building locations with respect to property lines shall also show the projections. Said elevations shall specify exterior materials. Any minor changes shall be submitted for the review and approval of the Community Development Director to assure consistency with the approved project.
v) Prior to the issuance of a building permit, any change to the floor plans as submitted by the applicant as part of this application shall be reviewed and approved by the Planning Commission and City Council. Any minor changes shall be submitted for the review and approval of the Community Development Director to assure consistency with the approved project.
w) Prior to the issuance of a building permit, the roof material as submitted by the applicant as part of this application shall be reviewed and approved by the Community Development Director. All roof material shall consist of fire retardant shake roof, concrete tile, or a roof of similar noncombustible material. Mansard roofs with the above material may be used to screen tar and gravel roofs. All roofs shall be of Class C fire resistant construction or better. Composition shingles shall be Presidential-style or of comparable quality, subject to the review and approval of the Community Development Director.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 4 x) Prior to the issuance of a building permit, the project shall be submitted for the review and approval of Republic Services and the Community Development Director, in that order. The appropriate garbage, refuse and recycling service shall be approved prior to the issuance of a Certificate of Occupancy, as required by the Community Development Director. No refuse, garbage or recycling shall be stored outdoors except within the approved trash and recycling containers.
y) Prior to the issuance of a building permit, a screening design shall be submitted to and approved by the Community Development Director. Roof equipment shall not be visible from public streets. All equipment shall be fully screened within the context of the building’s architecture, as approved by the Community Development Director. Said screening design shall be maintained to the satisfaction of the Community Development Director. The building owner shall paint the roof equipment and the inside of its screening wall within the context of the building’s color scheme and maintain the painted areas to the Community Development Director’s satisfaction. z) Prior to issuance of a grading permit, the applicant shall hire a qualified biologist to: (1) determine if occupied Burrowing Owl habitat(s) exist on the site, and (2) implement a plan to protect the owls and to excavate the site around any active burrows using hand tools to assure that the owls are not buried during grading in the event Burrowing Owl habitat(s) is found on the site. The occupied Burrowing Owl habitat(s), if found, shall not be disturbed during the nesting season. The Burrowing Owl study shall be conducted not more than 30 days prior to the time site grading activities will commence. aa) During project construction, if historic, archeological or Native American materials or artifacts are identified, work within a 50-foot radius of such find shall cease and the City shall retain the services of a qualified archeologist and/or paleontologist to assess the significance of the find. If such find is determined to be significant by the archeologist and/or paleontologist, a resource protection plan conforming to CEQA Section 15064.5 shall be prepared by the archeologist and/or paleontologist and approved by the Community Development Director. The plan may include, but would not be limited to, removal of resources or similar actions. Project work may be resumed in compliance with such plan. If human remains are encountered, the County Coroner shall be contacted immediately and the provisions of State law carried out. bb) There shall be no short-term rentals allowed. Short-term rentals are defined to be a stay of 30 days or less.
cc) There shall be no individual swimming pools allowed.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 5 dd) Prior to their installation, mailbox locations and designs shall be approved by the Community Development Director and Newark Postmaster, in that order. The mailbox compartments of centralized mailboxes shall identify the individual dwelling units with permanent, easily legible lettering.
ee) The covenants, conditions and restrictions (CC&Rs) filed for this development shall include a provision requiring that garages shall only be used for automobile parking. ff) Prior to the issuance of a Certificate of Occupancy, roll-up garage doors with automatic garage door openers shall be provided for each unit.
gg) Prior to final inspection and utility release for each unit, the applicant shall pre-wire each unit for satellite and cable television connections, as required by the Community Development Director. The exterior connections for the pre-wire shall be made to the roof and not on the side elevation walls of the units.
hh) Prior to the issuance of a sign permit, all signs, other than those referring to construction, sale, or future use of this site, shall be submitted for the review and approval of the Community Development Director.
ii) Prior to the issuance of a building permit, any proposed fence and/or sound wall details shall be submitted for the review and approval of the Community Development Director.

This shall also include the proposed masonry sound wall along the perimeter of the northern portion of the project, adjacent to the railroad. jj) Prior to the issuance of a Certificate of Occupancy, the parking areas, aisles and access drives shall be installed and striped as shown on the approved site plan. Guest parking spaces shall be clearly marked as reserved for guests, as approved by the Community Development Director.
kk) Parking lot cleaning with sweeping or vacuum equipment shall not be permitted between 7:00 p.m. and 8:00 a.m.
ll) Prior to the issuance of a building permit, details of the outdoor recreational amenities such as play structures shall be submitted to the Community Development Director for review and approval.
mm) The Bayside Trail shall be constructed with contiguous phases of development.

Prior to the issuance of a Certificate of Occupancy for any non-model dwellings within a phase, the Bayside Trail segment contiguous to that phase shall be completed.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 6 nn) Prior to the issuance of a building permit, the applicant shall pay all the development impact fees except for Housing Impact Fee and Park Impact Fee which shall be per ‘Park Agreement’ and Affordable Housing Satisfaction Agreement. All other impact fees shall be based on the most current Impact Fee Schedule.
oo) Prior to the transfer of title, the applicant shall provide disclosure notices to buyers of individual dwellings in the subdivisions as to all of the conditions of project approval and environmental determination approved for this project. This information shall include, but is not limited to the anticipated commuter rail, as well as the presence of loud train horns using the railroad tracks to the north of the property. pp) Prior to the transfer of title for any lot in the development, the applicant shall provide disclosures notices to the buyer as to the possibility of ground borne vibration from trains using the railroad tracks on the north of the subdivision. The method of disclosure shall be subject to review and approval of Community Development Director. qq) Prior to occupancy, the applicant shall provide clearance for residential occupancy from Californian Regional Water Quality Board San Francisco Region. rr) Prior to the transfer of title, the applicant shall provide disclosure notices to buyers of dwellings in the subdivisions that they are within a certain number of feet from a fully remediated P4 Cap/vault.
ss) Buildings on corners shall not encroach upon the visibility triangle (40 feet by 40 feet) at intersections.
tt) All lighting shall be directed on-site so as not to create off-street glare. uu) Applicant shall submit a lighting plan:
a. Multi-Unit Residential Buildings:
i. Lighting in parking areas, garage areas, and carport areas shall be maintained with a minimum of one foot-candle of illumination at the ground level during the hours of darkness.
ii. Aisles, passageways, and recesses related to and within the building complex shall be illuminated with an intensity of at least 0.25 foot-candles at the ground level during the hours of darkness.
b. Nonresidential Buildings. All exterior doors, during the hours of darkness, shall be illuminated with a minimum of 0.5 foot-candle of light.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 7 c. Parking areas designed to accommodate 10 or more vehicles shall be provided with a minimum of one-half foot-candle and a maximum of 3.0 foot-candles of light over of the parking surface during the hours of use from one-half hour before dusk until one-half hour after dawn. 1. Lighting design shall be coordinated with the landscape plan to ensure that vegetation growth will not substantially impair the intended illumination. 2. Parking lot lighting shall, to the maximum extent feasible, be designed and installed so that light and glare is not directed onto residential use areas or adjacent public rights-of-way, consistent with Chapter 17.24, Performance Standards.
d. Photometric plans for the Grand Park shall be in detail and show the neighboring residences are not affected by the lighting.
vv) A monument sign shall be located at the intersection of Willow Street and G Street, in coordination with SamTrans.
ww) The applicant shall incorporate a Homeowner’s Association consisting of all property owners of lands in the development at the time of incorporation and in the future for the purpose of maintaining the association's property, common drive aisles, parking facilities, stormwater treatment facilities, and landscaping, including landscaping in adjacent public rights-of-way, and for paying for security lighting, any common garbage collection services, any security patrol services, if provided, and other functions of a Homeowner’s Association. All common areas within the development shall be owned and maintained by the Homeowner’s Association. Each property owner shall automatically become a member of the association and shall be subject to a proportionate share of the maintenance expenses. The Homeowner’s Association shall be incorporated prior to the sale of any individual lots and/or prior to acceptance of tract improvements, whichever occurs first.
xx) Prior to City Council approval of the final map(s), the bylaws governing the property owners’ association(s) and any declaration of covenants, conditions and restrictions (CC&Rs) filed for this development shall be reviewed and approved by the City Council at its discretion after mandatory review and recommendations by the City Attorney. Said covenants, conditions and restrictions shall be prominently displayed in the project sales office at all times. Approval of the covenants, conditions and restrictions shall not make the City a party to enforcement of same. The CC&Rs shall apply equally to both owners and renters. The CC&Rs shall be written to require renters to comply with the regulations of the CC&Rs, and a copy of the CC&Rs shall be given to each renter. The CC&Rs shall be written to allow less than a majority of owners to have pavement or landscape maintenance done and the cost thereof assessed to all owners in the project. The CC&Rs shall include a pavement maintenance program for on-site pavement.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 8 yy) The Homeowner’s Association CC&Rs shall prohibit the on-site parking of non-selfpropelled recreational vehicles, including boats, and any self-propelled recreational vehicles not used for transportation unless separate storage facilities are provided. The CC&Rs shall regulate the provision of any on-site parking of self-propelled recreational vehicles used for transportation.
zz) The applicant shall also assist the Homeowner’s Association by having a management consultant firm review the maintenance and operating functions of the association. The management consulting firm shall be responsible to prepare a written report with recommendations to the association for managing the association's obligations and setting initial monthly assessment costs for each lot in the development. Membership and assessment cost shall be mandatory for all property owners of property in the development and shall run with the land. The applicant shall pay all costs of incorporation and initial management review and reports.
aaa) The Homeowner’s Association shall be required to contract with a professional management firm to handle all necessary maintenance operations.

Documentation of such contract shall be submitted to the City of Newark. All commonly owned facilities shall be properly maintained in a manner consistent with the CC&Rs and project requirements.

Engineering Division
bbb) The development shall require approval of a final tract map filed in accordance with the State Subdivision Map Act and the City of Newark Subdivision Ordinance. The final map must be approved prior to the issuance of any building permits. ccc) The final map shall designate and/or dedicate emergency vehicle access ways, private vehicle access ways, open space/recreational easements, public utility easements, and other easement as may be required over the common area. ddd) Existing easements and rights reserved over Hickory Street from the Hickory Street Vacation (Resolution No. 1483) are proposed to be abandoned with the final map.

With the first submittal of the final map check, the applicant shall provide the City noninterference letters for the approval of the easement abandonment from each agency that has rights to the existing reserved easements from the Hickory Street Vacation (Resolution No. 1483).
eee) The final map and complete tract improvement plans shall be submitted to the Engineering Division for review to ensure conformance with relevant codes, policies, and other requirements of the Newark Municipal code and City of Newark street EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 9 improvement standards. Prior to the approval of the final map, the applicant shall enter into a Subdivision Improvement Agreement and guarantee all necessary public and private street improvements and other infrastructure improvements within the subdivision and beyond the map boundary as required by the City of Newark Subdivision Ordinance.

On-site common areas and all private streets in the development shall be designed and constructed to City standards and shall be included with the tract improvement plans. fff) The applicant shall dedicate right-of-way and install complete street improvements for Enterprise Drive and Willow Street as shown on the Vesting Tentative Map exhibits and as described below:

Enterprise Drive
i. The applicant shall restripe and relocate the curb alignment on the north side of Enterprise Drive (along the project frontage) to provide 1-12’ travel lane, 2’ buffer lane, 6’ bike lane, 7’ landscape planter, 12’ Bay Trail, and 1’ decomposed granite shoulder. Street improvements include, but are not limited to curb, gutter, sidewalk, driveways, landscape, irrigation, utilities, fire hydrants, and street lights. On the south side of Enterprise Drive (along Tract 8459 Compass Bay development), the applicant shall restripe to provide a 1-13’ travel lane, 2’ buffer lane, 6’ bike lane, and 8’ parking lane. The applicant shall provide a 2” pavement grind and overlay both sides of Enterprise Drive between Hickory Street and Willow Street at a minimum. Additional pavement rehabilitation may be required as a result of damages from the project’s truck traffic.

Enterprise Drive improvements shall be completed prior to the first occupancy of the project.

Willow Street
ii. The applicant shall install on the west side of Willow Street (along the project and Hetch-Hetchy frontage) an 8’ raised landscaped median, 1-12’ travel lane, 2’ buffer lane, 6’ bike lane, 7’ landscape planter, and 12’ Bay Trail. Street improvements include, but are not limited to curb, gutter, sidewalk, driveways, landscape, irrigation, utilities, fire hydrants, and streetlights. The applicant shall provide a 2” pavement grind and overlay for the west side of Willow Street between the railroad right-of-way and Enterprise Drive at a minimum.

Additional pavement rehabilitation may be required as a result of damages from the project’s truck traffic. Willow Street improvements shall be completed prior to the first occupancy of the project.
iii. The applicant shall provide an Unsignalized Intersection LOS analysis report for Willow Street and G Street for the design of the median opening. Final recommendations shall be approved by the City Engineer and shall be EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 10 incorporated in the tract improvement plans prior to the first submittal of the plans.

Willow – Enterprise Roundabout
i. Final design of the roundabout configuration at Willow and Enterprise is subject to review by the City’s traffic consultant to ensure that the modifications to the roundabout maintain pedestrian, bicyclists, and vehicle safety. The modifications to the roundabout shall meet the recommended guidelines of the National Cooperative Highway Research Program, Roundabouts: An Informational Guide.
ggg) The applicant shall provide additional pavement restoration as a result of utility cuts. At a minimum, the applicant shall provide a 2” pavement grind and overlay to nearest lane line or as required by the City Engineer.
hhh) The applicant shall repair and/or replace any public and private improvements damaged as a result of construction activity to the satisfaction of the City Engineer.
iii) A signpost with a sign having an area of at least 15-inches by 21-inches shall be installed at or near each private street entrance. The name of each private street shall be placed on this sign in clearly legible 4-inch letters. The signs shall have painted, in at least 1-inch letters, “Private Property. Not dedicated for public use.” jjj) The connection between private streets and public street shall be by a City of Newark standard driveway or a City-approved modified driveway. kkk) Prior to the first submittal of the final map and tract improvement plan check, the applicant shall provide a Pedestrian and Bicycle Safety Plan evaluation for Bayside Community identifying safety improvements. The report shall be reviewed and approved by the City Engineer. Recommended improvements shall be incorporated in the first submittal of the tract improvement plans. The scope of area and study shall be discussed in detail with City staff. The scope of study and area may include, but is not limited to, safer street crossings for the Grand Park, additional bulb-outs, high visible crosswalks, raised crosswalks, Rectangular Rapid Flashing Beacons, additional lighting at Willow and Enterprise roundabout, etc.
lll) Prior to the issuance of the initial grading or any building permits for this project, the applicant shall submit a Storm Water Pollution Prevention Plan for the review and approval of the City Engineer. The plan shall include sufficient details to show how storm water quality will be protected during both: (1) the construction phase of the project and (2) the post-construction, operational phase of the project. The construction phase plan shall EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 11 include Best Management Practices from the California Storm Water Quality Best Management Practices Handbook for Construction Activities. The specific storm water pollution prevention measures to be maintained by the contractor shall be printed on the plans. The operational phase plan shall include Best Management Practices appropriate to the uses conducted on the site to effectively prohibit the entry of pollutants into storm water runoff from this site including, but not limited to, trash and litter control, pavement sweeping, periodic storm water inlet cleaning, landscape controls for fertilizer and pesticide applications, labeling of storm water inlets with a permanent thermoplastic stencil with the wording “No Dumping - Drains to Bay,” and other applicable practices. mmm) The project must be designed to include appropriate source control, site design, and stormwater treatment measures to prevent stormwater runoff pollutant discharges and increases in runoff flows from the site in accordance with Provision C.3 of the Municipal Regional Stormwater NPDES Permit (MRP), Order R2-2015-0049, revised November 19, 2015, issued to the City of Newark by the Regional Water Quality Control Board, San Francisco Bay Region. The stormwater treatment design shall be completed by a licensed civil engineer with sufficient experience in stormwater quality analysis and design. The design is subject to review by the Regional Water Quality Control Board. The applicant shall modify the site design to satisfy all elements of Provision C.3 of the MRP.

The use of treatment controls for runoff requires the submittal of an executed Stormwater Treatment Measures Maintenance Agreement prior to final map approval, and recordation of the agreement prior to the issuance of any Certificates of Occupancy. nnn) The project shall be designed to comply with all requirements under Provision C.3.f. of the NPDES permit for limitations on increases of peak storm water runoff discharge rates. The applicant shall be responsible for providing sufficient data and calculations to show that any increase in storm water runoff from the development will not result in increased potential for erosion or other significant adverse impacts of earthen channels downstream of the project site. The required analysis for such findings shall be completed by the applicant to the satisfaction of the City Engineer and the Regional Water Quality Control Board.
ooo) All stormwater treatment measures are subject to review and approval by the Alameda County Mosquito Abatement District. The applicant shall modify the grading and drainage and stormwater treatment design as necessary to satisfy any imposed requirements from the District.
ppp) The entire site shall be equipped with full trash capture devices approved by the Regional Water Quality Control Board – San Francisco Bay Regional and the Mosquito Abatement District, for 100% trash capture at all on-site and adjoining off-site storm drain inlets. All on-site trash capture devices shall be permanently maintained by the property owner. Acceptable off-site trash capture devices shall be found on the City’s website at EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 12 https://www.newark.org/departments/public-works/engineering-division/stormwaterprogram. qqq) The applicant shall submit detailed grading and drainage plans for review and approval by the City Engineer. These plans must be based upon a City benchmark and need to include pad and finish floor elevations of each proposed structure, proposed onsite property grades, proposed elevations at property line, and sufficient elevations on all adjacent properties to show existing drainage patterns. All on-site pavement shall drain at a minimum of one percent. The applicant shall ensure that all upstream drainage is not blocked and that no ponding is created by this development. Any construction necessary to ensure this shall be the applicant's responsibility.

Hydrology and hydraulic calculations and report shall be submitted for review and approval by the City Engineer prior to approval of the final map. The calculations shall show that the City and County freeboard requirements will be satisfied. If the hydrology and hydraulics calculations and report determines that the existing facilities do not have adequate capacity to serve the project, the applicant shall develop a detailed stormwater detention plan on the project site to ensure that discharges from the site do not exceed preconstruction levels. rrr) Prior to final map approval, the applicant shall enter into a Storm Drainage Easement Agreement permitting stormwater runoff from the public street system to discharge into the privately owned and maintained stormwater treatment systems. The property owner shall accept the maintenance burden associated with all public stormwater runoff in perpetuity.
sss) Where a grade differential of more than a 1-foot is created along the boundary lot lines between the proposed development and adjacent property, the applicant shall install a masonry retaining wall unless a slope easement is approved by the City Engineer. Said retaining wall shall be subject to review and approval of the City Engineer. ttt) The applicant shall submit a detailed soils report prepared by a qualified engineer, registered with the State of California. The report shall address in-situ and import soils in accordance with the City of Newark Grading and Excavation Ordinance, Chapter 15.50.

The report shall include recommendations regarding pavement sections for all public and private streets.
uuu) A grading permit is required by the Building Inspection Division prior to starting site grading work. The applicant’s geotechnical consultant shall review and approve all geotechnical aspects of the project plans to ensure that their recommendations have been properly incorporated. The geotechnical consultant shall inspect, test (as needed), and approve all geotechnical aspects of the project construction. The results of EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 13 the inspections and as-built conditions shall be provided in a letter and submitted to the City Engineer for review prior to the grading permit final or tract acceptance, whichever occurs first.
vvv) A truck haul route plan shall be included and approved with the grading permit plans. The applicant shall ensure that the contractors importing/exporting soil adhere to the approved truck haul route. Damages and deterioration of the pavement and roundabout improvements as a result of truck traffic associated with the project shall be repaired, subject to the approval of the City Engineer. It will be the applicant’s responsibility to walk with the City inspector and document pre-project existing conditions and post-project conditions.
www) Prior to final map approval, the applicant shall apply for and receive approval of a conditional letter of map revision based on fill (CLOMR-F) from the Federal Emergency Management Agency for buildings within the special flood hazard area (Parcels EE, FF, and KK as shown on the Vesting Tentative Map). The CLOMR-F shall be based upon the grading plan for the project and shall conclude that lots proposed to have structures for human occupancy will be removed from the special flood hazard area. xxx) Prior to occupancy of any buildings within the special flood hazard area (Parcels EE, FF, and KK as shown on the Vesting Tentative Map), the applicant shall apply for and receive approval of a letter of map revision based on fill (LOMR-F) from the Federal Emergency Management Agency. The LOMR-F shall be based upon the as-built grades of the building pads and shall determine that the pads are no longer within the special flood hazard area.
yyy) The Preliminary Utility Plan includes a water supply system and sanitary sewer system layout that are subject to review and approval by Alameda County Water District (ACWD) and Union Sanitary District (USD), respectively. Any necessary site and utility design changes necessary to satisfy ACWD and USD design requirements shall be the applicant’s responsibility.
zzz) Any connections to Alameda County Flood Control District (ACFCD) owned and maintained facilities will require an ACFCD encroachment permit prior to final map approval.
aaaa) Prior to approval of the final map, the applicant shall obtain an approval from the San Francisco Public Utilities Commission for all proposed utility crossings within the Hetch-Hetchy right-of-way and for the frontage improvements within the Willow Street right-of-way. The applicant shall pay all associated costs therewith.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 14 bbbb) As a benefited property within the Dumbarton TOD for the waterline extension on Willow Street, the applicant shall pay its pro-rata benefit cost as outlined in the Waterline Agreement prior to final map approval. If the applicant has paid its pro-rata benefit cost based on the waterline extension estimated costs, the applicant shall pay a supplemental reimbursement for the difference between cost and estimate cost after receipt of the actual cost is provided.
cccc) All existing overhead utilities within the development and along the project street frontage on Willow Street and Enterprise Drive shall be undergrounded to the nearest riser beyond the development’s limits in accordance with the City of Newark Subdivision Standards. Undergrounding shall include all existing and proposed service drops. dddd) All new utilities including, but not limited to, electric, telephone and cable television services shall be provided underground for all buildings in the development in accordance with the City of Newark Subdivision Standards. The applicant shall apply for an exception with PG&E to install electrical transformers in underground vaults with an appropriate public utility easement or within the public right-of-way. eeee) Dry utility boxes, except for street light boxes, shall not be placed in the landscape planter strips adjacent to the public street. Instead, dry utility boxes shall be placed behind the sidewalk within a public utility easement area. ffff) The joint trench plan shall be submitted with the first tract improvement plan review and approved prior to final map approval.
gggg) Any proposed utility connections and/or underground work within structurally sound street pavement must be bored or jacked. Open street cuts will not be permitted on Enterprise Drive and Willow Street unless the affected area is scheduled for a pavement overlay concurrent with site development.
hhhh) The applicant shall request Pacific, Gas & Electric Co. to commence with the design of the underground utility improvements for the proposed development immediately following approval of the tentative map.
iiii)Street lighting for public and private streets shall have sufficient power and spacing to provide a minimum maintained foot-candle level of 0.12. Photometrics shall be submitted with the first submittal of the tract improvement plans. jjjj)The applicant shall ensure that a water vehicle for dust control operations is kept readily available at all times during construction at the City Engineer's direction. A pick-up or vacuum type street sweeper shall be available at all times at the direction of the City Engineer to removed tracked dirt and debris from adjacent streets.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 15 kkkk) The applicant shall implement the following measures for the duration of all construction activity to minimize air quality impacts:

1. Watering should be used to control dust generation during demolition of structures and break-up of pavement.

2. All trucks hauling demolition debris from the site shall be covered.

3. Dust-proof chutes shall be used to load debris into trucks whenever feasible.

Watering should be used to control dust generation during transport and handling of recycled materials.

4. All active construction areas shall be watered at least twice daily and more often during windy periods; active areas adjacent to the existing land uses shall be kept damp at all times or shall be treated with non-toxic stabilizers or dust palliatives.

5. All trucks hauling soil, sand, and other loose materials shall be covered or require all trucks to maintain at least 2 feet of freeboard.

6. All unpaved access roads, parking areas, and staging areas at construction sites shall be paved, watered three times daily, or treated with (non-toxic) soil stabilizers.

8. Limit traffic speeds on unpaved roads to 15 mph.

9. Install sandbags or other erosion control measures to prevent silt runoff to public roadways.

10. Replant vegetation in disturbed areas as quickly as possible.

11. Minimize idling time (5 minutes maximum).

12. Maintain properly tuned equipment.

These measures shall be incorporated into the grading specifications as well as the best management practices of the storm water pollution prevention plan, and shall be implemented to the satisfaction of the City Engineer.
llll)The applicant shall provide all required paper and digital submittals of the tentative map, project final map, tract improvement plans, and as-built plans as required by the City Engineer. Digital copies of the final map and improvement plans shall be prepared in accordance with Union Sanitary District digital submittal standards. mmmm) The plans submitted for construction must be drawn to an appropriate scale as required by the City Engineer.
nnnn) The applicant shall enter into a Landscape Maintenance Agreement to ensure the perpetual maintenance of all common front yard, side yard, back-up area landscaping, and adjacent roadway planter strips and red curbs within the development by the Homeowner’s EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 16 Association. This agreement shall run with the land and be binding upon all future owners or assigns. Any and all necessary easements shall be dedicated over individual lots to allow for the perpetual access and maintenance of landscaping. The full extent of landscape maintenance shall be determined with the future landscape improvement plans and detailed in said agreement. Landscaping by the City at the expense of the Homeowner’s Association in these areas will only occur in the event the City Council deems the Homeowner’s Association maintenance to be inadequate. Project perimeter walls and adjoining landscaped areas shall be included in a dedicated landscape easement to guarantee adequate maintenance of the walls.
oooo) Prior to the approval of the final map, the applicant shall petition the City Council to participate in an active Landscaping and Lighting District for the perpetual maintenance of median landscaping and lighting systems on Willow Street and Enterprise Drive, roundabout landscaping, Grand Park landscaping, any public stormwater treatment and storm drain delivery systems including trash capture devices, all public street trees, and all street lighting systems. Maintenance activities will be performed by the City of Newark or its contractors through the Landscaping and Lighting District. All property owners within the tentative map boundary shall be assessed annually in accordance with requirements established with the Landscaping and Lighting District. The applicant shall deposit sufficient funds for the City to hire a consultant to prepare the Engineer’s Report, which shall be approved by the City Council. Prior to issuance of a Certificate of Occupancy, the City Council shall adopt a resolution for the annexation into an assessment district. The applicant shall record an indenture advising all prospective property owners in the project that their properties are included in a Landscaping and Lighting District for maintenance of landscaping, lighting, and related improvements installed as part of the project. pppp) Prior to final map approval, street names shall be reviewed, approved, and shown on the final map. The street names shall be unique and in keeping with the theme of the development. A unique street name is defined as one which does not duplicate or is similar (i.e. such as pronunciation or spelling) to any existing/reserved street names located in the Cities of Newark, Fremont, and Union City.
qqqq) The applicant shall provide digital submittals of the final map and tract improvement plans in a format approved by the City prior to final map approval. The CAD work must be prepared consistent with the City of Fremont Digital Submittal Requirements.
rrrr) The applicant shall provide electronic copies and one mylar set of as-built tract improvement plans prior to tract acceptance.
ssss) Prior to issuance of a Certificate of Occupancy or release of utilities for any building, vehicle access ways and parking facilities serving said building shall be paved in EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 17 accordance with the recommendation of a licensed engineer based on a Traffic Index of

5.0 and striped as shown on the approved site plan.
tttt)Prior to issuance of a Certificate of Occupancy or release of utilities for each dwelling unit, the on-site drive aisles and uncovered parking facilities shall be installed and striped as shown on the approved site plan. All on-site uncovered parking facilities and drive aisles shall be drained at a minimum slope of 1.0% for asphalt surfaces and 0.3% for Portland cement concrete surfaces.
uuuu) The Homeowner’s Association shall be responsible for trash and litter control and sweeping of all private streets within the development. All private storm drain systems and all associated trash capture devices shall be cleaned on a regularly scheduled basis as detailed in the required Stormwater Treatment Measures Maintenance Agreement.

Landscape Division

vvvv) All maintenance of common areas, common area facilities, site frontage areas, and all red curbing within the development shall be maintained by the required homeowner's association. The applicant shall enter into a Landscape Maintenance Agreement prior to approval of the final map. The agreement shall run with the land and be binding to the homeowners association as successors.
wwww) The applicant shall retain a licensed landscape architect to prepare working drawings for all frontage area and common area landscape improvements in accordance with City of Newark requirements and the State of California Model Water Efficient Landscape Ordinance. The landscape plans shall be included with the first tract improvement plan set. The landscape plans shall be concurrently approved with the tract improvement plans and final map.
xxxx) All street trees shall be a minimum of 24-inch box specimens. All plant replacements shall be equal or better standard than originally approved subject to approval by the City Engineer.
yyyy) Landscaping and irrigation systems shall be installed on Enterprise Drive and the roundabouts prior to the first occupancy of the project. zzzz) Prior to the release of utilities or issuance of any Certificate of Occupancy, all landscaping and irrigation systems on the lot and lot frontage areas shall be complete. Cash deposit to guarantee remainder of the work can be accepted subject to the City Engineer approval.
aaaaa) Stormwater treatment facilities and associated infrastructure shall be installed and operational prior to the occupancy of the buildings for said treatment measures. A EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 18 certification by a licensed civil engineer and/or licensed landscape architect certifying that the stormwater treatment facilities and associated infrastructure were installed and are operating properly shall be submitted to the City and approved by the City Engineer. bbbbb) All landscaping shall comply with the Newark Zoning Ordinance, Chapter 17.21. a. 50 percent of all trees shall be evergreen species.
b. Landscaped areas may include paved or graveled surfaces, provided they do not cover more than 30 percent of the area required to be landscaped. c. No more than 25 percent of the landscaped area may be turf. d. A minimum of 10 percent of the parking lot area for the commercial mixed use shall be landscaped.
e. A landscaped island at least six feet in all interior dimensions and containing at least one 24-inch box tree shall be provided at each end of each interior row of parking stalls and between every six consecutive parking stalls.

Building Division
ccccc) Construction for this project, including site work and all structures, can occur only between the hours of 8:00 AM and 7:00 PM, Monday through Saturday and between the hours of 10:00 AM and 6:00 PM on Sundays and holidays. The applicant may make a written request to the Building Official for extended working hours and/or days. In granting or denying any request the Building Official will take into consideration the nature of the construction activity which would occur during extended hours/days, the time duration of the request, the proximity to residential neighborhoods and input by affected neighbors. All approvals will be done so in writing. ddddd) Each building shall be equipped with a fully automatic fire sprinkler system. eeeee) This project will require the payment of school applicant fees. School applicant fees are assessed and collected by the Newark Unified School District Fire Division
fffff) Depending on the construction type and occupancy classification NFPA 13 fire sprinkler system may be required.

EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 19 ggggg) There will need to be a continuous fire access road west of “A” way and connect to Enterprise Drive. Or provide an approval fire turnaround in accordance with CFC Appendix D.
hhhhh) Additional fire land striping or signage will be required. iiiii) Additional fire hydrant will be required at the west end of “A” way. jjjjj) Fire hydrant outside building 9 may need to be relocated.

Police Division
kkkkk) The development shall comply with Chapter 15.06, Security Code, of the Newark Municipal Code and Section 5.10 of the California Fire Code for radio reception. lllll) Housing numbers should be well placed, illuminated and easily recognizable for first responders.
mmmmm) A map of the entire complex should be placed in easy to find locations (preferredstreet entrance into the complex) to aid first responders in locating specific dwelling.

Parks & Recreation
nnnnn) The communication tower, for security reasons, shall be enclosed with a 6-foot wrought iron fence. The fencing should be in line with current plans and shall not block or take away from the overall aesthetic feel.
ooooo) Based on the park’s planned usage, the bathroom shall be designed to serve up to 350 users per hour or as approved by the Recreation and Community Services Manager.

It shall also consist of anti-vandalism features.
ppppp) The playground equipment shown in the Grand Park, identified on page L2 of project plans shall be of high quality and be all-inclusive playground equipment similar to the Skyward Stroll by PlayCore company, Jungle Giant by Kompan, Palace Giant by Kompan or similar type size playground system for high volume children play areas. The final option shall be subject to review by the Community Development Director.

General
qqqqq) All proposed changes from approved exhibits shall be submitted to the Community Development Director who shall decide if they warrant Planning Commission and City Council review and, if so decided, said changes shall be submitted EXHIBIT 1
Exhibit 1-Conditions of Approval: FMC Willow and Grand Park Project 20 for the Commission’s and Council’s review and decision. The applicant shall pay the prevailing fee for each additional separate submittal of development exhibits requiring Planning Commission and/or City Council review and approval. rrrrr) In the event that any person should bring an action to attack, set aside, void or annul the approval of all entitlements related to the FMC Willow and Grand Park project, the applicant shall defend, indemnify and hold harmless the City and/or its agents, officers and employees from any claim, action, or proceeding against the City and/or its agents, officers and employees with separate counsel reasonably selected by the City and reasonably approved by the applicant. Applicant’s obligation to defend, indemnify and hold harmless the City and/or its agents, officers and employees shall be subject to the City’s compliance with Government Code Section 66474.9.

GRAND
PARK

ENTERPRISE DRIVE (PUBLIC)

WILLOW STREET (PUBLIC) 'A' WAY 'A' WAY
'B' STREET 'D' PLACECOURT 1
'B' STREET
COURT 9
'G' STREET 'H' STREET 'E' PLACE
BLDG 6 BLDG 14
BLDG 10
BLDG 5
BLDG 12
BLDG 13 BLDG 30 BLDG 29 BLDG 28 BLDG 27 BLDG 26
BLDG 25
BLDG 23
BLDG 21
BLDG 17
BLDG 16
BLDG 15
BLDG 42
BLDG 39
BLDG 43
BLDG 2
BLDG 1
BLDG 3
BLDG 4
BLDG 7 BLDG 8 BLDG 9
BLDG 11
'C' WAY 'F' WAY
BLDG 18
BLDG 19
BLDG 20
BLDG 24
BLDG 22 COURT 4 COURT 3
BLDG 31 BLDG 32 COURT 5 BLDG 33 BLDG 34BLDG 35 BLDG 36 BLDG 37 BLDG 38 COURT 6 COURT 7 COURT 8 BLDG 40
BLDG 41 COURT 10 'H' WAY

TRANSIT
STATION COURT 2

ENTERPRISE DRIVE (PUBLIC)
WILLOW STREET (PUBLIC) COURT 10
BLDG 41
BLDG 40 COURT 6 COURT 7 COURT 8
BLDG 36BLDG 37 BLDG 33 BLDG 34BLDG 35 COURT 5
BLDG 31 BLDG 32 COURT 3 COURT 4
BLDG 22
BLDG 24
BLDG 20
BLDG 19
BLDG 18
'F' WAY
'C' WAY
BLDG 11
BLDG 9
BLDG 7 BLDG 8
BLDG 4
BLDG 3
BLDG 1
BLDG 2
BLDG 43
BLDG 39
BLDG 38
BLDG 42
BLDG 15
BLDG 16
BLDG 17
BLDG 21
BLDG 23
BLDG 25
BLDG 26
BLDG 30 BLDG 29 BLDG 28 BLDG 27 BLDG 13
BLDG 12
BLDG 5
BLDG 10
BLDG 14 BLDG 6 'E' PLACE 'H' STREET
'G' STREET
COURT 9
'B' STREET COURT 1 'D' PLACE
'B' STREET 'A' WAY
'A' WAY

FUTURE TRANSIT
STATION COURT 2
GRAND
PARK
F:\2674-000\2674-010\ACAD\EXHIBITS\XB-064_ORIG GENERAL PLAN OVERLAY.DWG TRACT 8559

GENERAL PLAN

LAND USE CHANGES

FMC WILLOW

CITY OF NEWARK ALAMEDA COUNTY CALIFORNIA
SCALE: 1"=100' DATE:JULY 5, 2022
0 100 200 300

ORIGINAL LAND USE PER GENERAL PLAN

PROPOSED LAND USE CHANGES
LEGEND

MEDIUM DENSITY RESIDENTIAL

COMMERCIAL/MIXED USE

PARKS & RECREATION FACILITY

PUBLIC-INSTITUTIONAL

ORIGINAL GENERAL PLAN LAND USE VS PROPOSED LAND USE

LAND USE CATEGORY ORIGINAL LAND USE (PER

GENERAL PLAN) PROPOSED LAND USE PROPOSED LAND USE
CHANGE

COMMUNITY COMMERCIAL

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

SACRAMENTO
(925) 866-0322
(916) 375-1877

HIGH DENSITY RESIDENTIAL
COURT 1 COURT 3 COURT 5 COURT 9
COURT 12
COURT 13
COURT 14
COURT 15
COURT 16
COURT 17
COURT 11 117 ENTERPRISE DRIVE (PUBLIC) PARCEL F
PARCEL E COURT 7 HARBORVIEW WAY 1 (UNITS 1-6) 2 (UNITS 7-14) 3 (UNITS 15-20) 4 (UNITS 21-26) 5 (UNITS 27-32) 6 (UNITS 33-38) 7 (UNITS 39-43) 8 (UNITS 44-47) 9 (UNITS 48-50) 10 (UNITS 51-60) 11 (UNITS 61-70) 12 (UNITS 71-76) 13 (UNITS 77-82) 14 (UNITS 83-92) 15 (UNITS 93-102) 16 (UNITS 103-112) 17 (UNITS 113-118)18 (UNITS 119-125) 19 (UNITS 126-129) 20 (UNITS 130-136) 22 (UNITS 144-149) 21 (UNITS 137-143) 23 (UNITS 150-154) 24 (UNITS 155-159) 25 (UNITS 160-170) 26 (UNITS 171-177) 27 (UNITS 178-187) 28 (UNITS 188-196) 29 30 (UNITS 197-206) (UNITS 207-215) 31 (UNITS 216-220) 32 (UNITS 221-225) 33 (UNITS 226-230) 34 (UNITS 231-235) 35 (UNITS 236-240) 36 (UNITS 241-245 37 (UNITS 246-250) 38 (UNITS 251-255) 39 (UNITS 256-260 42 (UNITS 275-279) 41 (UNITS 271-274 40 (UNITS 261-270) 'A' WAY 'B' STREET
'B' STREET 'B' STREET 'C' WAY
COURT 1
COURT 3
COURT 4
'H' STREET
'D' PLACE
'E' PLACE'F' WAY
COURT 5
COURT 7
COURT 8 COURT 9
COURT 10 'G' STREET
COURT 6

ENTERPRISE DRIVE (PUBLIC)

WILLOW STREET (PUBLIC) GRAND PARK COMMUNITY CENTER PARCEL G

PARCEL A

PARCEL C

PARCEL D PARCEL BB

PARCEL J PARCEL BBB PARCEL AAA PARCEL AA PARCEL N

PARCEL I

PARCEL P PARCEL L

PARCEL M PARCEL EE PARCEL FF PARCEL KK PARCEL HH PARCEL JJ PARCEL II PARCEL LL PARCEL NN PARCEL MM PARCEL OO PARCEL PP PARCEL CCC PARCEL DD

PARCEL B

PARCEL O PARCEL GG PARCEL K
COURT 2 PARCEL E PARCEL CC AFFORDABLE/MIXED USE BUILDING PARCEL Q FORMER P4 STORAGE AREA PARCEL 0.49 ACRES 'G' STREET (PUBLIC) PARCEL F FUTURE TRANSIT STATION PARCEL 1.61 GROSS ACRES 1.80 NET ACRES (INCLUSIVE OF PARCEL Q PAE) F:\2674-000\2674-010\ACAD\TM\TM-01.DWG 7/11/2022 11:39 AM TRACT 8559 VESTING TENTATIVE MAP FOR CONDOMINIUM PURPOSES TITLE SHEET AND SITE PLAN FMC WILLOW AND GRAND PARK CITY OF NEWARK ALAMEDA COUNTY CALIFORNIA SCALE: 1" = 50' DATE: MARCH 16, 2020 OF SHEETS SHEET NO. TM-1 7 SHEET INDEX TM-1 TITLE SHEET AND SITE PLAN TM-2 EXISTING SITE CONDITIONS TM-3 PRELIMINARY LOTTING PLAN AND STREET SECTIONS TM-4 PRELIMINARY GRADING AND DRAINAGE PLAN TM-5 PRELIMINARY UTILITY PLAN TM-6 PRELIMINARY STORMWATER CONTROL PLAN TM-7 FIRE ACCESS PLAN VICINITY MAP SITE GENERAL NOTES: ABBREVIATIONS LAND USE SUMMARY LAND USE AREA (AC) LEGEND 185 CIVIL ENGINEERS SURVEYORS PLANNERS SAN RAMON WWW.CBANDG.COM SACRAMENTO (925) 866-0322 (916) 375-1877 0 50 100 150 UA TOWN PRODUCT TYPICAL SETBACKS (BLDG 1-14) UA STACK PRODUCT TYPICAL SETBACKS (BLDG 31-43) CHAPTER 17.13 FORM BASED CODE (FBC) OVERLAY DISTRICT 17.13.030 MAXIMUM HEIGHT AND REQUIRED SETBACKS BY STREET A. TRANSIT STATION ENTRANCE ROAD B. ENTERPRISE DRIVE (NORTH SIDE; FROM WILLOW TO HICKORY) C. WILLOW STREET D. ALL NEIGHBORHOOD STREETS TABLE 17.13.040.B : DEVELOPMENT STANDARDS - COMMERCIAL, OFFICE, AND MULTI-UNIT DEVELOPMENT STANDARD MULTI-UNIT A. BUILDING FORM B. SETBACKS 17.13.050 : PARKING E. DESIGN GUIDELINES REVISED: JULY 11, 2022 UA SPLIT PRODUCT TYPICAL SETBACKS (BLDG 15-30) LEGEND & PARKING SUMMARY COURT 1 COURT 3 COURT 5 COURT 9
COURT 12
COURT 13
COURT 14
COURT 15
COURT 16
COURT 17
COURT 11 117 ENTERPRISE DRIVE (PUBLIC) PARCEL F
PARCEL E COURT 7
OH OH OH OH OH OH OH OH OH OH OH 4 8 10 11 6 ENTERPRISE DRIVE (PUBLIC) WILLOW STREET (PUBLIC) HARBORVIEW WAY PARCEL 2 OF PARCEL MAP 11071 (348 PM 34) 7 3

HICKORY STREET
(PUBLIC) PARCEL 1 OF PARCEL MAP 11071 (348 PM 34) PARCEL 1 OF PARCEL MAP 11072 (348 PM 32) PARCEL 2 OF PARCEL MAP 11072 (348 PM 32) F:\2674-000\2674-010\ACAD\TM\TM-02.DWG 6/22/2022 3:07 PM EXCEPTIONS AND EXCLUSIONS: #61789101112243171819202113151614 TITLE REPORT LEGEND 1 OF SHEETS SHEET NO. TM-2 CIVIL ENGINEERS SURVEYORS PLANNERS 7 SAN RAMON WWW.CBANDG.COM SACRAMENTO (925) 866-0322 (916) 375-1877 0 50 100 150TRACT 8559 VESTING TENTATIVE MAP FOR CONDOMINIUM PURPOSES EXISTING SITE CONDITIONS FMC WILLOW AND GRAND PARK CITY OF NEWARK ALAMEDA COUNTY CALIFORNIA SCALE: 1" = 50' DATE: MARCH 16, 2020 REVISED: JUNE 22, 2022 5222324 26

NO PARKING ACCESSIBLE DOUBLE PARKING STALLS PERPENDICULAR PARKING STALLS PARALLEL PARKING STALLS TYPICAL ROOF AND FLOOR OVERHANG SECTION PARCEL F

PARCEL E

WILLOW STREET (PUBLIC)

ENTERPRISE DRIVE (PUBLIC)

HICKORY STREET
(PUBLIC)
'A' WAY
'B' STREET (WEST)
'B' STREET 'B' STREET (SOUTH)
'C' WAY
COURT 1
COURT 3
COURT 4
'H' STREET
'D' PLACE
'E' PLACE'F' WAY
COURT 5
COURT 7
COURT 8COURT 9
COURT 10 'G' STREET
COURT 6 COURT 1 COURT 3 COURT 5 COURT 9
COURT 12
COURT 13
COURT 14
COURT 15
COURT 16
COURT 17
COURT 11 COURT 7 HARBORVIEW WAY ENTERPRISE DRIVE (PUBLIC) GRAND PARK 5.05 AC PARCEL G

PARCEL A

PARCEL C

PARCEL D

PARCEL J PARCEL CC PARCEL BB PARCEL BBB PARCEL AAA PARCEL AA PARCEL N

PARCEL I

PARCEL PPARCEL L

PARCEL M PARCEL EE PARCEL FF PARCEL KK PARCEL HH PARCEL JJ PARCEL II PARCEL LL PARCEL NN PARCEL MM PARCEL OO PARCEL PP PARCEL CCC PARCEL DD

PARCEL B

PARCEL O

PARCEL K
COURT 2 PARCEL E PARCEL GG PARCEL F FUTURE TRANSIT STATION PARCEL 1.61 GROSS ACRES 1.80 NET ACRES (INCLUSIVE OF PARCEL Q PAE) G STREET (PUBLIC) PARCEL Q FORMER P4 STORAGE AREA PARCEL 0.49 ACRES F:\2674-000\2674-010\ACAD\TM\TM-03.DWG 6/22/2022 3:08 PM TRACT 8559 VESTING TENTATIVE MAP FOR CONDOMINIUM PURPOSES PRELIMINARY LOTTING PLAN AND STREET SECTIONS FMC WILLOW AND GRAND PARK CITY OF NEWARK ALAMEDA COUNTY CALIFORNIA SCALE: 1"=50' DATE: MARCH 16, 2020 OF SHEETS SHEET NO. TM-3 CIVIL ENGINEERS SURVEYORS PLANNERS 7 SAN RAMON WWW.CBANDG.COM SACRAMENTO (925) 866-0322 (916) 375-1877 0 50 100 150 'A' WAY, 'B' STREET (WEST), 'F' WAY 0 2' 4' 10' SCALE: 1"=10' 13'-6" TRAVEL LANE 13'-6" TRAVEL LANE 27'-0" PRIVATE STREET PUE, PAE, EVAE, WLE, SSE 4'-0" MIN DW 22'-0" TRAVEL LANE 10'-0" TRUCK APRON 54'-0" CENTRAL ISLAND 10'-0" TRUCK APRON 23'-0" TRAVEL LANE 15'-0" PROJECT ENTRANCE & BAY TRAIL 4'-6" L/S 10'-0" S/W 149'-0" PUBLIC RIGHT OF WAY ENTERPRISE DRIVE AND HICKORY STREET ROUNDABOUT (PUBLIC-OFFSITE) 0 2' 4' 10' SCALE: 1"=10' 'E' PLACE 0 2' 4' 10' SCALE: 1"=10' 13'-6" TRAVEL LANE 13'-6" TRAVEL LANE27'-0" PRIVATE STREET PUE, PAE, EVAE, WLE, SSE 7'-0" LS 85'-0" EXISTING RIGHT OF WAY 11'-0" TRAVEL LANE 8'-0" PARKING 6'-0" LS 5'-0" SW 13'-0" TRAVEL LANE 10'-0" MEDIAN REVISED: JUNE 22, 2022 PARCEL SUMMARY PARCEL DESCRIPTION AREA (SF) OWNER COURT 1-10 10'-6" TRAVEL LANE 10'-6" TRAVEL LANE 21'-0" PRIVATE STREET PUE, PAE, EVAE, WLE, SSE 0 2' 4' 10' SCALE: 1"=10' ENTERPRISE DRIVE 0 2' 4' 10' SCALE: 1"=10' 8'-0" PARKING HICKORY STREET & 'H' STREET (ENTRY ROADS) 0 2' 4' 10' SCALE: 1"=10' 13'-0" TRAVEL LANE 13'-0" TRAVEL LANE46' PRIVATE STREET PUE, PAE, EVAE, WLE, SSE 5'-0" BIO 5'-0" BIO 5'-0" SW 5'-0" SW 'C' WAY 0 2' 4' 10' SCALE: 1"=10' 13'-6" TRAVEL LANE 13'-6" TRAVEL LANE27'-0" PRIVATE STREET PUE, PAE, EVAE, WLE, SSE 5'-0" SW 15' TO 21' BIO 4'-0" MIN DW 'B' STREET (SOUTH), 'D' PLACE & 'G' STREET (WEST) 0 2' 4' 10' SCALE: 1"=10'13'-6" TRAVEL LANE 13'-6" TRAVEL LANE27'-0" PRIVATE STREET PUE, PAE, EVAE, WLE, SSE VARIES BIO 4'-0" SW 4'-0" SW 4'-0" MIN DW 4'-6" SW VARIES LS VARIES LS VARIES LS 4'-0" MIN DW 4'-0" MIN DW 4'-0" MIN DW 'B' STREET: 3' MIN DW 'G' STREET & 'D' PLACE: 4' MIN DW 12'-0" TRAVEL LANE80'-0" EXISTING PUBLIC RIGHT OF WAY VARIES EXISTING PAVEMENT 12'-0" BAY TRAIL 86'-0" ULTIMATE PUBLIC RIGHT OF WAY 8'-0" MEDIAN WILLOW STREET 0 2' 4' 10' SCALE: 1"=10' 6'-0" BIKE LANE 2'-0" BUFFER 6'-0" BIKE LANE 90'-0" PROPOSED RIGHT OF WAY REVISED STRIPING VARIES SW 12'-0" BAY TRAIL INTERIM 'G' STREET SECTION 0 2' 4' 10' SCALE: 1"=10' 48' PUBLIC RIGHT OF WAY 14'-0" TRAVEL LANE 14'-0" TRAVEL LANE 5'-0" BIO75' ULTIMATE PUBLIC RIGHT OF WAY 5'-0" SW 7'-0" SW 3'-0" 7'-0" SW 6'-0" BIKE LANE 11'-0" TRAVEL LANE 11'-0" TRAVEL LANE 5'-0" BIO75' PUBLIC RIGHT OF WAY 11'-0" TRAVEL LANE 11'-0" TRAVEL LANE 6'-0" BIKE LANE ULTIMATE 'G' STREET SECTION 0 2' 4' 10' SCALE: 1"=10' 7'-0" SW 2'-0" BUFFER 7'-0" LS 83'-0" PROPOSED PUBLIC RIGHT OF WAY

OH OH OH OH

OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OH OH OH OH OH OH OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW COURT 1 COURT 3 COURT 5 COURT 9 COURT 12
COURT 13
COURT 14
COURT 15
COURT 16
COURT 11
COURT 17 117 PARCEL F
PARCEL E COURT 7 HARBORVIEW WAY ENTERPRISE DRIVE (PUBLIC)

WILLOW STREET (PUBLIC)
HICKORY STREET (PUBLIC) 1 FF 14.3 P 12.9 2 FF 13.4 P 12.0 3 FF 14.3 P 12.9 4 FF 13.6 P 12.2 5 FF 13.0 P 11.6 6 FF 12.8 P 11.4 7 FF 13.3 P 11.9 8 FF 13.8 P 12.4 9 FF 13.9 P 12.5 10 FF 13.1 P 11.7 11 FF 13.0 P 11.6 12 FF 13.0 P 11.6 13 FF 13.4 P 12.0 14 FF 13.6 P 12.2 15 FF 13.3 P 11.9 16 FF 12.8 P 11.4 17 FF 12.8 P 11.418 FF 12.9 P 11.5 19 FF 12.7 P 11.3 20 FF 12.7 P 11.3 22 FF 12.9 21 P 11.5 FF 12.7 P 11.3 23 FF 12.7 P 11.3 24 FF 13.0 P 11.6 25 FF 12.8 P 11.4 26 FF 13.2 P 11.8 27 FF 13.3 P 11.9 28 FF 13.1 P 11.7 29 FF 12.9 P 11.5 30 FF 13.5 P 12.1 31 FF 13.6 P 12.2 32 FF 13.1 P 11.7 33 FF 13.2 P 11.8 34 FF 12.7 P 11.3 35 FF 12.7 P 11.3 36 FF 12.9 P 11.5 37 FF 13.2 P 11.8 38 FF 14.4 P 13.0 39 FF 14.1 P 12.7 42 FF 13.7 P 12.3 41 FF 14.1 P 12.7 40 'A' WAY 'B' STREET
'B' STREET 'B' STREET 'C' WAY
COURT 1
COURT 3
COURT 4
'H' STREET
'D' PLACE
'E' PLACE 'F' WAY
COURT 5
COURT 7
COURT 8 COURT 9
COURT 10 'G' STREET
COURT 6
ENTERPRISE DRIVE (PUBLIC) GRAND PARK FF 12.7 P 11.3 A B C D E F G H COURT 2 I PARCEL CC MIXED USE BUILDING PARCEL F FUTURE TRANSIT STATION PARCEL 1.61 GROSS ACRES 1.80 NET ACRES (INCLUSIVE OF PARCEL Q PAE) PARCEL Q FORMER P4 STORAGE AREA PARCEL 0.49 ACRES SECTION A SECTION B SECTION C SECTION D SECTION E SECTION F BLDG 1 FF 14.3 P 12.9 BLDG 7 FF 13.3 P 11.9 BLDG 41 FF 13.4 P 12.0 BLDG 40 FF 14.4 P 13.0 BLDG 27 FF 13.3 P 11.9 BLDG 28 FF 13.1 P 11.7 BLDG 27 FF 13.3 P 11.9 SECTION G BLDG 8 FF 13.8 P 12.4 BLDG 9 FF 13.9 P 12.5 SECTION H SECTION IBLDG 31 FF 13.6 P 12.2 'B' STREET BLDG 13 BLDG 30 'H' STREET
ENTERPRISE DRIVE (PUBLIC) BLDG 27 BLDG 26 F:\2674-000\2674-010\ACAD\TM\TM-04.DWG 6/22/2022 3:08 PM TRACT 8559 VESTING TENTATIVE MAP FOR CONDOMINIUM PURPOSES PRELIMINARY GRADING AND DRAINAGE PLAN FMC WILLOW AND GRAND PARK CITY OF NEWARK ALAMEDA COUNTY CALIFORNIA SCALE: 1"=50' DATE: MARCH 16, 2020 OF SHEETS SHEET NO. TM-4 CIVIL ENGINEERS SURVEYORS PLANNERS 7 SAN RAMON WWW.CBANDG.COM SACRAMENTO (925) 866-0322 (916) 375-1877 0 50 100 150 REVISED: JUNE 22, 2022 HICKORY & ENTERPRISE ROUNDABOUT DETAIL HICKORY STREET

ENTERPRISE DRIVE

ENTERPRISE DRIVE WILLOW& ENTERPRISE ROUNDABOUT DETAIL WILLOW STREET

ENTERPRISE DRIVE

ENTERPRISE DRIVE WILLOW STREET 'H' STREET DRAINAGE DETAIL EARTHWORK SUMMARY

OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW

OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW

OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW OHW COURT 1 COURT 3 COURT 5 COURT 9 COURT 12
COURT 13
COURT 14
COURT 15
COURT 16
COURT 17
COURT 11 165 166 167 168 PARCEL F
PARCEL E COURT 7 HARBORVIEW WAY ENTERPRISE DRIVE (PUBLIC) 1 3 4 5 6 7 8 9 1011 12 13 14 15 161718 19 20 21 22 23 24 25 30 29 28 27 26 31 32 33 34 35 36 37 38 39 41 42 40 'A' WAY 'B' STREET
'B' STREET 'B' STREET 'C' WAY
COURT 1
COURT 3
COURT 4
'H' STREET
'D' PLACE
'E' PLACE 'F' WAY
COURT 5
COURT 7
COURT 8
COURT 10 'G' STREET
COURT 6 2 ENTERPRISE DRIVE (PUBLIC)

WILLOW STREET (PUBLIC) GRAND PARK
COURT 2 PARCEL F FUTURE TRANSIT STATION PARCEL 1.61 GROSS ACRES 1.80 NET ACRES (INCLUSIVE OF PARCEL Q PAE) PARCEL Q FORMER P4 STORAGE AREA PARCEL 0.49 ACRES F:\2674-000\2674-010\ACAD\TM\TM-05.DWG 6/22/2022 3:09 PM TRACT 8559 VESTING TENTATIVE MAP FOR CONDOMINIUM PURPOSES PRELIMINARY UTILITY PLAN FMC WILLOW CITY OF NEWARK ALAMEDA COUNTY CALIFORNIA SCALE: 1"=50' DATE: MARCH 16, 2020 OF SHEETS SHEET NO. TM-5 CIVIL ENGINEERS SURVEYORS PLANNERS 7 SAN RAMON WWW.CBANDG.COM SACRAMENTO (925) 866-0322 (916) 375-1877 0 50 100 150 LEGEND REVISED: JUNE 22, 2022 COURT 1 COURT 3 COURT 5 COURT 9
COURT 12
COURT 13
COURT 14
COURT 15
COURT 16
COURT 11
COURT 17 117 165 166 167 168 PARCEL F
PARCEL E COURT 7 HARBORVIEW WAY GRAND PARK ENTERPRISE DRIVE (PUBLIC)

WILLOW STREET (PUBLIC)

ENTERPRISE DRIVE (PUBLIC)
HICKORY STREET (PUBLIC) 1 2 3 4 5 6 7 8 9 1011 12 13 14 15 16 17 18 19 20 21 22 23 24 25 29 28 27 26 30 31 32 33 34 35 36 37 38 39 41 42 40 'A' WAY 'B' STREET
'B' STREET 'B' STREET 'C' WAY
COURT 1
COURT 2
COURT 3
'D' PLACE
'E' PLACE
'F' WAY
COURT 5
COURT 7
COURT 8 COURT 9
COURT 10 'G' STREET
COURT 6 DMA 1 0.26 AC DMA 2 0.49 AC DMA 3 0.52 AC DMA 4 0.19 AC DMA 6 0.47 AC DMA 7 0.55 AC DMA 8 0.26 AC DMA 9 0.18 AC DMA 10 0.53 AC DMA 11 0.25 AC DMA 12 0.03 AC DMA 13 0.03 AC DMA 14 0.62 AC DMA 15 0.67 AC DMA 17 0.62 AC DMA 18 0.45 AC DMA 19 0.32 AC DMA 20 0.26 AC DMA 21 0.36 AC DMA 22 0.32 AC DMA 23 0.64 AC DMA 24 0.84 AC DMA 26 0.09 AC DMA 27 0.41 AC DMA 28 0.42 AC DMA 29 0.66 AC DMA 34 0.35 AC DMA 33 0.15 AC DMA 32 1.02 AC DMA 25 0.10 AC COMMUNITY CENTER DMA 35 0.16 AC DMA 36 0.19 AC DMA 30 0.19 AC DMA 31 0.12 AC DMA 37 0.07 AC DMA 43 0.08 AC DMA 38 0.06 AC DMA 39 0.03 AC DMA 16 0.04 AC DMA 42 0.07 AC DMA 44 0.12 AC DMA 46 0.64 AC DMA 47 0.15 AC PARCEL CC MIXED USE BUILDING DMA 48 0.14 AC DMA 49 0.21 AC DMA 45 0.26 AC 'H' STREET PARCEL F FUTURE TRANSIT STATION PARCEL 1.61 GROSS ACRES 1.80 NET ACRES (INCLUSIVE OF PARCEL Q PAE) PARCEL Q FORMER P4 STORAGE AREA PARCEL 0.49 ACRES STA 1 0.23 AC STA 3 1.00 AC DMA 41 0.04 AC DMA 40 0.06 AC STA 2 0.09 AC DMA 50 0.21 AC DMA 5 0.55 AC DMA 51 0.55 AC F:\2674-000\2674-010\ACAD\TM\TM-06.DWG 6/22/2022 3:09 PM TRACT 8559 VESTING TENTATIVE MAP FOR CONDOMINIUM PURPOSES PRELIMINARY STORM WATER CONTROL PLAN FMC WILLOW AND GRAND PARK CITY OF NEWARK ALAMEDA COUNTY CALIFORNIA SCALE: 1"=50 DATE: MARCH 16, 2020 OF SHEETS SHEET NO. TM-6 CIVIL ENGINEERS SURVEYORS PLANNERS 7 SAN RAMON WWW.CBANDG.COM SACRAMENTO (925) 866-0322 (916) 375-1877 0 50 100 150 LEGEND DMA 1 15.55 AC PRE PROJECT AND POST PROJECT COMPARISON REVISED: JUNE 22, 2022 DRAINAGE MANAGEMENT AREA SUMMARY TABLE DRAINAGE MGMT AREA TOTAL AREA (SF) TOTAL IMPERVIOUS AREA (SF) TOTAL PERVIOUS AREA (SF) EFFECTIVE IMPERVIOUS AREA (SF) TREATMENT AREA BASED ON FLOW & VOLUME (SF) 4% TREATMENT AREA (SF) 3% TREATMENT AREA (SF) TREATMENT AREA PROVIDED (SF) SELF TREATMENT AREA SUMMARY TABLE SELF TREATMENT AREA TOTAL AREA (SF) COURT 1 COURT 3 COURT 5 COURT 9
COURT 12
COURT 13
COURT 14
COURT 15
COURT 16
COURT 17
COURT 11 117 PARCEL F
PARCEL E COURT 7

HICKORY STREET
(PUBLIC)
WILLOW STREET (PUBLIC) HARBORVIEW WAY ENTERPRISE DRIVE (PUBLIC) ENTERPRISE DRIVE (PUBLIC) 1 3 4 5 6 7 8 9 1011 12 13 14 15 161718 19 20 21 22 23 24 25 28 27 26 30 29 31 32 33 34 35 36 37 3839 41 42 40 'A' WAY 'B' STREET
'B' STREET 'B' STREET 'C' WAY
COURT 1
COURT 3
'H' STREET
'D' PLACE
'E' PLACE
'F' WAY
COURT 7
COURT 10 'G' STREET
COURT 6 2 GRAND PARK
COURT 4
COURT 5 COMMUNITY CENTER
COURT 2

PARCEL CC MIXED USE BUILDING
COURT 8 COURT 9 PARCEL F FUTURE TRANSIT STATION PARCEL 1.61 GROSS ACRES 1.80 NET ACRES (INCLUSIVE OF PARCEL Q PAE) PARCEL Q FORMER P4 STORAGE AREA PARCEL 0.49 ACRES F:\2674-000\2674-010\ACAD\TM\TM-07.DWG 6/22/2022 3:09 PM TRACT 8559 VESTING TENTATIVE MAP FOR CONDOMINIUM PURPOSES FIRE ACCESS PLAN FMC WILLOW CITY OF NEWARK ALAMEDA COUNTY CALIFORNIA SCALE: 1"=50' DATE: MARCH 16, 2020 OF SHEETS SHEET NO. TM-7 CIVIL ENGINEERS SURVEYORS PLANNERS 7 SAN RAMON WWW.CBANDG.COM SACRAMENTO (925) 866-0322 (916) 375-1877 0 50 100 150 REVISED: JUNE 22, 2022 LEGEND:

FMC PARCEL C
(HARBOR POINTE)

ENTERPRISE DRIVE

HICKORY STREET

WILLOW STREET

CENTRAL AVENUE
5 ACRE

GRAND PARK

OPEN SPACE

OPEN SPACE
(PRESERVED WETLANDS)

ASHLAND
(COMPASS BAY)
SHH
(LIGHTHOUSE)

CARGILL
(BRIDGEWAY)
FMC E

HONEYWELL
TORIAN
(BAYSHORES)
NEWARK

STATION

FMC WILLOW

FMC WILLOW
A
B
C
D
F G5
G1
G2

JONES HAMILTON
(GLASS BAY)

GALLADE
PARK
E
H
J
I
K
L
G4
G3
G6
SFPUC

RESTRICTED USE AREA
F:\2674-000\2674-010\ACAD\EXHIBITS\XB-028.2_SPECIFIC PLAN LAND USE CHANGE DURING ENTITLEMENT_WITH WILLOW.DWG 5/23/2022 8:37 AM TRACT 8559

LAND USES AFTER COUNCIL APPROVED

CHANGES AND FMC WILLOW APPLICATION

CITY OF NEWARK ALAMEDA COUNTY CALIFORNIA
SCALE 1"=200' DATE: MAY 23, 2022
LEGEND

LOW DENSITY RESIDENTIAL

MEDIUM DENSITY RESIDENTIAL

HIGH DENSITY RESIDENTIAL

MEDIUM/HIGH DENSITY RESIDENTIAL

COMMERCIAL/RETAIL

TRANSIT STATION

PARKS & RECREATION OPEN SPACE

COMMERCIAL/OFFICE

COMMERCIAL/MIXED USE

SFPUC/RESTRICTED USE
AREA

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

SACRAMENTO
(925) 866-0322
(916) 375-1877
0 200 400 600

LAND AREA SUMMARY TABLE

PARCEL NAME GROSS ACRES
A BAYSHORES (TORIAN) 42.2
B LIGHTHOUSE (SHH) 4.6
C SENIOR HOUSING 2.1
D HOTEL SITE 1.4
E BRIDGEWAY 54.5
F PARCEL C 17.4
H GLASS BAY (JONES HAMILTON) 21.3
G1-G6 FMC WILLOW 22.1
I HONEY WELL 2.2
J HONEY WELL 5.7
K GALLADE PARK 2.3
L COMPASS BAY (ASHLAND) 10.3
TOTAL 186.1
487/016909-0137
16833752.3 a08/27/22 -1- 4853-4237-9538v4
NON-BC\03723078

FIRST AMENDMENT TO PARK AGREEMENT
THIS FIRST AMENDMENT TO PARK AGREEMENT (this “Amendment”) is dated as of _________, 2022 (“Effective Date”), by and among FMC CORPORATION, a Delaware corporation (“FMC”), LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company, (“Builder”), and CITY OF NEWARK (“City”) (collectively, the “Parties” and individually, a “Party”).

A G R E E M E N T
NOW, THEREFORE, in consideration of the covenants herein contained and the respective undertakings of the parties hereinafter set forth, it is hereby agreed:

3. Park Delivery. Section 4.12 of the Park Agreement is hereby deleted and replaced with the following:
“Notwithstanding the foregoing in this Section 4, it is understood that Park Delivery must occur and all Park Improvements must be completed such that the IOD may be accepted by the City no later than 487/016909-0137
16833752.3 a08/27/22 -2- 4853-4237-9538v4
NON-BC\03723078
July 3, 2028. In the event the July 3, 2028 deadline is not met but the conditions set forth in Sections 3.1 through 3.5 are otherwise satisfied, then City shall release the Park Delivery Bonds and City shall be entitled to enforce the Builder’s obligations under the Park Improvement Bond.”

8. Force and Effect. Except as modified by this Amendment, the Park Agreement is ratified, affirmed, in full force and effect, and incorporated herein by this reference. [Signatures on Following Pages]
Signature Page to First Amendment to Park Agreement
4853-4237-9538v4
NON-BC\03723078
IN WITNESS WHEREOF, this Amendment has been executed on the date first set forth above.

CITY:

CITY OF NEWARK, a California municipal
corporation
By:

Name:

Title:

ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
[signatures continue on the next page]
Signature Page to First Amendment to Park Agreement
4853-4237-9538v4
NON-BC\03723078
BUILDER:

LENNAR HOMES OF CALIFORNIA, LLC, a
California limited liability company,
By:

Name:

Title:
[signatures continue on the next page]
Signature Page to First Amendment to Park Agreement
4853-4237-9538v4
NON-BC\03723078
IN WITNESS WHEREOF, this Amendment has been executed on the date first set forth above.

FMC:

FMC CORPORATION, a Delaware corporation
By:

Name:

Title:
487/016909-0137
16833752.3 a08/27/22 Exhibit “1”
4853-4237-9538v4
NON-BC\03723078
EXHIBIT “1”

GENERAL DEPICTION OF NEW PARK PARCEL
[see attached]
Exhibit “1” -2- 4853-4237-9538v4
NON-BC\03723078
487/016909-0137
16833752.3 a08/27/22 Exhibit “2” 4853-4237-9538v4
NON-BC\03723078
EXHIBIT “2”

NEW CONCEPTUAL PARK PLAN
[see attached]
Exhibit “2” -2- 4853-4237-9538v4
NON-BC\03723078
235/016909-0659
15221692.26 a06/27/22

AFFORDABLE HOUSING OBLIGATION SATISFACTION AGREEMENT FOR THE

WILLOW AND HARBOR POINTE PROJECTS

THIS AFFORDABLE HOUSING OBLIGATION SATISFACTION AGREEMENT FOR THE WILLOW AND HARBOR POINTE PROJECTS (“Agreement”) is made as of September 22, 2022, (the “Effective Date”) by and among the CITY OF NEWARK, a California municipal corporation (the “City”), on the one hand, and THE WILLOW PROJECT OWNER, LLC, a Delaware limited liability company (“Willow Owner”), and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (“Lennar)(collectively, Willow Owner and Lennar are sometimes referred to as “Developers”), on the other hand.

RECITALS
A. Newark Municipal Code (“NMC”) Chapter 17.18 requires that developers of residential housing units pay a housing impact fee to contribute to the supply of housing for households with very low, low, and moderate incomes (the “Housing Impact Fee”). The amount of the Housing Impact Fee was established by the Newark City Council pursuant to Resolution No. 10,184.

B. NMC Section 17.18.050 allows a developer to provide affordable units as an alternative to paying the Housing Impact Fee, provided that the proposed alternative means of compliance is approved by the City Council in accordance with the procedures set forth in Section 17.18.050.

C. The City Council of the City of Newark previously adopted Resolution No. 10,184 establishing the City’s current affordable housing program to mitigate the impacts of residential development on the need for affordable housing (the “Affordable Housing Program”).

D. The Parcel C Project Owner, LLC previously obtained entitlements for approximately seventeen and 4/10 acres (17.4) acres of real property in the City of Newark, County of Alameda, State of California, more particularly described in the legal description attached hereto as Exhibit A and incorporated herein by this reference which is currently owned by Lennar Homes of California, Inc., a California corporation (“Lennar”) (the “Harbor Pointe Property”). Lennar plans to develop the Harbor Pointe Property with approximately 192 market rate dwelling units, which is sometimes referred to as the “Harbor Pointe Project”).

E. Condition of Approval “dd” to the Harbor Pointe Project provides:
“Applicant shall comply with the City’s affordable housing ordinance by either (i) paying the affordable housing in lieu fee at a rate of $20.60 per square foot on the first 1,000 square feet of living space and $8.25 per square foot over 1,000 square feet per dwelling unit, or (ii) entering into an affordable housing agreement requiring 235/016909-0659
15221692.26 a06/27/22 -2-
applicant to provide offsite senior and/or affordable units in a form reviewed and approved by the City Council.”
This Agreement is intended to satisfy Harbor Pointe Condition of Approval “dd” with respect to the Harbor Pointe Project and Willow Condition of Approval "d" with respect to the Willow Project.

F. Willow Owner and Lennar are currently applying for entitlements for approximately seventeen and 1/10 (17.1) acres of real property in the City of Newark, County of Alameda, State of California, more particularly described in the legal description attached hereto as Exhibit B and incorporated herein by this reference (the “Willow Property”). Lennar plans to develop the Willow Property with approximately 279 market rate dwelling units, which is sometimes referred to as the “Willow Project.” Lennar owns the majority of the Willow Property and Willow Owner owns a portion of the Willow Property known as the “mixed use parcel,” which was retained by Willow Owner to develop the affordable housing project described below.

G. The Affordable Housing Program provides an overall goal of providing affordable housing throughout the City, but includes flexibility in implementing this overall goal for each project by determining an alternative means of compliance. This Agreement implements those requirements by determining the appropriate amount of housing to be provided by the Harbor Pointe Project and the Willow Project which would exceed what could be achieved through the payment of impact fees, and shall constitute the affordable housing program for the Harbor Pointe Project and the Willow Project.

H. Under the guidelines of Resolution 10,184, the required number of affordable dwelling units for Harbor Pointe Property and the Willow Property would be 85.42 units consisting of 44.2 Very Low-Income Units, 21.86 Low-Income Units, and 19.34 ModerateIncome Units. Developers’ plan exceeds the required number of affordable units.

NOW, THEREFORE, in consideration of the foregoing recitals which are hereby incorporated into the operative provisions of this Agreement by this reference and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the City and the Developers agree as follows:

1. Definitions.

1.1 “Affordable Dwelling Unit” shall mean each of the dwelling units required to satisfy the Affordable Housing Obligation.

1.2 “Affordable Housing Declaration” shall mean an Affordable Housing Declaration of Covenants and Restrictions to ensure the continued availability of Affordable Dwelling Units consistent with the affordability levels set forth in the Affordable Housing Obligation and shall be substantially in the form attached hereto as Exhibit C.

1.3 “Affordable Housing Site” shall mean the portion of the Willow Property legally described in Exhibit D-1 attached hereto and incorporated herein by this reference and as depicted on Exhibit D-2.
235/016909-0659
15221692.26 a06/27/22 -3-

Units
Very Low-Income Household (30-50% AMI) 47
Low Income Household (50-80% AMI) 23
Moderate Income Household (80-120% AMI) 20
Manager Unit (Unrestricted) 1
Total 91
Affordable Housing Developer will provide a mix of 1, 2 and 3 bedroom Affordable Dwelling Units and the final unit mix is subject to the reasonable approval of the Community Development Director.

1.5 “Area Median Income” or “AMI” shall mean the area median income for the County of Alameda (“County”) as published annually by the Department of Housing and Community Development, and determined in accordance with the U.S. Department of Housing and Urban Development criteria then in effect and published from time to time. For purposes of this Agreement, the qualifying limits shall be those limits for the County, as set forth in Title 25, California Code of Regulations, section 6932, as that section may be amended, modified or recodified from time to time. If the California Code of Regulations is amended or modified during the term of this Agreement so that such regulations do not specify the area median income for the County, the City and Willow Owner shall negotiate in good faith to determine an equivalent authoritative source which determines median income for the County.

2. Term of Agreement. This Agreement shall become operative and commence upon the Effective Date and remain in effect until a Termination Event has occurred. Upon the expiration or termination of the term, this Agreement shall be deemed terminated, and have no further force and effect. “Termination Event” shall be defined as the completion, as evidenced by recordation of the Affordable Housing Declaration and the issuance of a certificate of completion or equivalent, of Affordable Dwelling Units in a number equal to or greater than the Affordable Housing Obligation.

3. Satisfaction of Affordable Housing Obligation Under City’s Affordable Housing Program. In-lieu of paying affordable housing impact fees as set forth in Resolution No. 10,184, Willow Owner shall satisfy one hundred percent (100%) of the Affordable Housing Obligation for the Harbor Pointe Project and the Willow Project by causing, at no cost to City, the construction of a project containing approximately ninety (90) Affordable Dwelling Units) and a manager’s unit on the Affordable Housing Site, which is situated upon the Willow Property, and making those Affordable Dwelling Units available for occupancy by persons or households meeting the criteria of the Affordable Housing Declaration. The Affordable Housing Site may be reasonably relocated by the Developers on the Willow Property, and sized as necessary to accommodate the actual number of Affordable Dwelling Units required hereunder, with the approval of the City, which approval shall not be unreasonably withheld. The final boundaries of 235/016909-0659
15221692.26 a06/27/22 -4-
the Affordable Housing Site will be determined by an approved lot line adjustment or final map, as the case may be, for the Willow Project, and upon recordation of the lot line adjustment or final map the Affordable Housing Site shall be deemed to be revised to conform to the adjusted lot or final map.

4. Recordation of Affordable Housing Declaration. Willow Owner shall cause the affordable housing developer to execute and record the Affordable Housing Declaration prior to issuance of a certificate of occupancy for the Affordable Dwelling Units. The Affordable Housing Declaration shall be substantially in the form attached hereto as Exhibit C.

5. Construction Deadline. Willow Owner shall cause the completion of construction as evidenced by receipt of certificates of occupancy or equivalent for all of the Affordable Dwelling Units by December 31, 2027, or such other later date as the parties may agree in writing.

6. Restriction of Affordable Housing Site.

6.1 Recordation of Restrictive Covenant. Within five (5) business days of approval of this Agreement by the City Council and the mutual execution of this Agreement, the Developers shall cause to be recorded against the Affordable Housing Site a restrictive covenant reciting the obligation to provide no less than ninety (90) Affordable Dwelling Units in substantially the form attached hereto as Exhibit E and restricting the use and development of the Affordable Housing Site to such use. Upon recordation of a lot line adjustment or a final map modifying the boundaries of the Affordable Housing Site, the parties shall record an amendment to the restrictive covenant referencing the modified Affordable Housing Site parcel, if necessary.

6.2 Agreements Against Encumbrances on The Affordable Housing Site. Except as provided above, at all times prior to the Termination Date, the Affordable Housing Site shall be maintained in good and clean condition and free of monetary liens, encumbrances, or other charges except (i) for any security instruments securing a loan made by a bona fide third-party lender to finance acquisition, construction, development and/or operation on the Affordable Housing Site which includes no less than ninety (90) Affordable Dwelling Units; (ii) regulatory agreements related the financing, acquisition, construction, development and/or operation of the Affordable Dwelling Units or (iii) as may be approved in advance, in writing, by the City, signed by its City Manager. In the event of an unapproved monetary encumbrance or impairment of the Affordable Housing Site, as security for performance of this Agreement, the City in its discretion may give notice requiring the Developers to immediately meet and confer to arrange for timely corrective action or acceptable alternative security; in the event such efforts do not resolve the situation, the City may invoke any necessary remedy to cause the cure of the unauthorized encumbrance or impairment.

7. Deposit of Housing Impact Fee. The City and Developers agree it is in the best interests of the City and its residents to cause the construction of the Affordable Dwelling Units upon the Affordable Housing Site. Nonetheless, in the event that the Housing Impact Fee is due as to any Dwelling Unit before a Satisfaction Event (as defined herein) has occurred, the Harbor Pointe Project and the Willow Project shall deposit into escrow the required Affordable Housing Impact Fees. The parties have previously entered into an “Escrow Agreement for Satisfaction of 235/016909-0659
15221692.26 a06/27/22 -5-
Housing Impact Fee Obligation” entered into effective as of June 9, 2022, 2022 establishing an escrow for the deposit of Affordable Housing Fees for the Harbor Pointe Project (the “Escrow Agreement”). Currently, the Developers do not anticipate a need to escrow Affordable Housing Fees for the Willow Project because they intend to satisfy the conditions to return the Affordable Housing Fee deposit set forth in Section 3(a) of the Escrow Agreement (the “Satisfaction Event”) prior to obtaining building permits on the Willow Project. In the event the Willow Project seeks to obtain a building permit and a Satisfaction Event has not occurred, City and Developers shall enter into a Willow Project escrow agreement substantially in the form of the Escrow Agreement prior to the issuance of the first building permit.

8. Failure to Timely Complete Construction; Security. If completion of construction as required by Section 5 does not occur within the time period stated above, then the entire Affordable Housing Site shall be deeded to the City, free of any monetary liens, encumbrances or other charges (except as provided in Section 6.2 and other than a lien for current property taxes) upon written demand by the City, provided, however, the City shall make no such demand if prior to the date set forth in Section 5 construction of the Affordable Housing Units has commenced and is proceeding towards completion in the ordinary course of construction. The covenant to convey the Affordable Housing Site shall be included in the Restrictive Covenant required by Section 6.2 and shall bind the Affordable Housing Site. City shall subordinate the covenant to convey the Affordable Housing Site to any construction financing for the Affordable Housing Units. Upon recordation of the Restrictive Covenant and the occurrence of a Satisfaction Event, the Harbor Pointe Project and the Willow Project shall not be required to pay in-lieu affordable housing impact fees.

9. Modification, Amendment, or Cancellation.

9.1 Amendment and Cancellation. This Agreement may be amended or canceled, in whole or in part, by mutual written consent of the City and the Developers or their successors-in-interest.

9.2 Modification. The City Manager, with the consent of the Developers, may make non-substantive modifications to the Agreement without the need for formal action by the City Council.

10. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the City, the Developers, and their respective successors and assigns.

No other person or entity shall have any right of action based upon any provision of this Agreement, except to the extent that successors-in-interest to the Harbor Pointe Property and the Willow Property may rely upon this Agreement to demonstrate compliance with the satisfaction of each project’s respective affordable housing obligation, as set forth herein.

11. Miscellaneous.

11.1 Notices. All notices which are allowed or required to be given hereunder shall be in writing and (1) shall be deemed given and received when personally delivered, or (2) shall be sent by registered or certified mail or overnight mail service, addressed to the 235/016909-0659
15221692.26 a06/27/22 -6-
applicable designated person by one party to the other in writing, and shall be deemed received on the second business day after such mailing.

If to City: City of Newark
37101 Newark Blvd.

Newark, CA 94560
Attn: City Planning Director
Telephone: (510) 578-4000
Fax: 510-578-4307
If to Willow Owner: The Willow Project Owner, LLC
888 San Clemente, Suite 100
Newport Beach, CA 92660
Attn: Evan Knapp and Caren Read, Esq.

Telephone: (949) 720-3612
Fax: (949) 720-3613
Copy to: Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Irvine, CA 92612
Attn: Hans Van Ligten, Esq.

Telephone: (714) 641-5100
Fax: (714) 546-9035
Email: [email protected]
If to Lennar: Lennar Homes of California, LLC
2000 Five Pointe, Suite 340
Irvine, CA 92618
Attn: Laura Mask, Esq.

Telephone No.: (949) 349-8021
Email: [email protected]
With a copy to: Deverich & Gillman LLP
4 Park Plaza, Suite 520
Irvine, CA 92614
Attn: Jay Deverich, Esq.

Telephone: (949) 483-8603
Fax: (949) 483-8650
Email: [email protected]

11.2 Severability. If any part of this Agreement is declared invalid for any reason, such invalidity shall not affect the validity of the remainder of the Agreement unless the invalid provision is a material part of the Agreement. The other parts of this Agreement shall remain in effect as if this Agreement had been executed without the invalid part. 235/016909-0659
15221692.26 a06/27/22 -7-

11.3 Entire Agreement. This Agreement represents the entire agreement between the City and the Developers with respect to the subject matter hereof, and supersedes all prior agreements and understandings, whether oral or written, between the City and the Developers with respect to the matters contained in this Agreement.

11.4 Further Assurances. The City and the Developers agree to perform, from time to time, such further acts and to execute and deliver such further instruments reasonably to effect the intents and purposes of this Agreement, provided that the intended obligations of the City and the Developers are not thereby modified.

11.5 Assignment. This Agreement shall inure to the benefit of and bind the successors and assigns of the City and the Developers and may be assigned by either the City or the Developers to any party or parties purchasing all or any part of the fee interest in the Property. The provisions of this Section 11.5 shall be self-executing and shall not require the execution or recordation of any further document or instrument. Upon the sale, transfer or assignment of all or a portion of the Property to a party that acquires fee title to the Property or any portion thereof, Developers shall be released of all executory obligations under this Agreement that relate to the transferred property; provided, however, that Developers shall not be released from liability for any default of Developers committed prior to the date of the transfer.

11.6 Attorney’s Fees. In the event of any claim, dispute or controversy arising out of or relating to this Agreement, including an action for declaratory relief, the prevailing party in such action or proceeding shall be entitled to recover its court costs and reasonable outof-pocket expenses.

11.7 Force Majeure. Performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to one or more of the following events, providing that anyone or more of such event(s) actually delays or interferes with the timely performance of the matter to which it would apply and despite the exercise of diligence and good business practices and such event(s) are beyond the reasonable control of the party claiming such interference: war, terrorism, terrorist acts, insurrection, strikes, lock-outs, unavailability in the marketplace of essential labor, tools, materials or supplies, failure of any contractor, subcontractor, or consultant to timely perform (so long as Developers are not otherwise in default of any obligation under this Agreement and is exercising commercially reasonable diligence of such contractor, subcontractor or consultant to perform, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, pandemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, or unusually severe weather. An extension of time for any such cause (a “Force Majeure Delay”) shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of actual knowledge of the commencement of the cause. Notwithstanding the foregoing, none of the foregoing events shall constitute a Force Majeure Delay unless and until the party claiming such delay and interference delivers to the other party written notice describing the event, its cause, when and how such party obtained knowledge, the date and the event commenced, and the estimated delay resulting therefrom. 235/016909-0659
15221692.26 a06/27/22 -8-

11.8 Counterparts. This Agreement and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. The parties may also deliver executed copies of this Agreement to each other by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. No party may raise the use of any image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Agreement. At the request of either party, the parties will confirm signatures by signing and delivering an original document. [Signatures on next page]
235/016909-0659
15221692.26 a06/27/22
Signature Page to
Affordable Housing Agreement
IN WITNESS WHEREOF, the City and Developers hereto have each executed this Agreement as of the date first written above.
“CITY”

CITY OF NEWARK,
a California municipal corporation
Mayor
ATTEST:

City Clerk
“WILLOW OWNER”

THE WILLOW PROJECT OWNER, LLC,
a Delaware limited liability company
By: KPMW Integral, LLC,
a California limited liability company, Its
Managing Member
By:

Name:

Title:
“LENNAR”

LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company
By:

Name:

Title:
235/016909-0659
15221692.26 a06/27/22 EXHIBIT A

EXHIBIT A

LEGAL DESCRIPTION OF HARBOR POINTE PROPERTY
Real property in the City of Newark, County of Alameda, State of California, described as follows:

RESULTANT PARCEL A OF THE CERTIFICATE OF COMPLIANCE RECORDED JULY 19, 2018 AS INSTRUMENT NO. 2018141561, OFFICIAL RECORDS OF ALAMEDA COUNTY,

BEING A PORTION OF PARCELS A AND B, AS SAID PARCELS A AND B ARE SHOWN AND SO DESIGNATED ON THAT CERTAIN PARCEL MAP “ENTITLED PARCEL MAP 3120”, FILED FOR RECORD OCTOBER 21, 1980, IN BOOK 121 OF MAPS AND PLATS, AT PAGE 43, IN THE OFFICE OF THE COUNTY RECORDER OF ALAMEDA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWESTERN CORNER OF SAID PARCEL B (121 m 43);

THENCE, FROM SAID POINT OF BEGINNING, ALONG THE NORTHERLY LINE OF SAID PARCEL B, NORTH 68° 14’ 57” EAST 1041.58 FEET;
THENCE, LEAVING SAID NORTHERLY LINE, SOUTH 21° 45’ 40” EAST 636.81 FEET; THENCE, NORTH 67° 00’ 30” EAST 394.70 FEET;
THENCE, NORTH 64° 29’ 17” EAST 450.20 FEET TO THE EXTERIOR BOUNDARY OF SAID PARCEL B;

THENCE, ALONG THE EXTERIOR BOUNDARY OF PARCELS A AND B, THE FOLLOWING THIRTEEN (13) COURSES:
1) SOUTH 21° 48’ 29” EAST 80.00 FEET,
2) NORTH 68° 16’ 30” EAST 1.00 FOOT,
3) SOUTH 21° 48’ 29” EAST 133.69 FEET,
4) SOUTH 66° 56’ 09” WEST 895.14 FEET,
5) NORTH 47° 57’ 44” WEST 129.92 FEET,
6) NORTH 86° 02’ 31” WEST 209.77 FEET,
7) SOUTH 88° 55’ 10” WEST 316.05 FEET,
8) NORTH 87° 54’ 52” WEST 92.04 FEET,
9) SOUTH 86° 15’ 10” WEST 80.20 FEET,
10) NORTH 86° 14’ 55” WEST 281.11 FEET,
11) SOUTH 80° 10’ 43” WEST 163.02 FEET,
12) NORTH 00° 53’ 19” EAST 284.64 FEET,
13) NORTH 00° 55’ 02” EAST 37.28 FEET, TO SAID POINT OF BEGINNING.

APN: a portion of 537-0852-001-02, a portion of 537-0852-002-07, AND all of 537-0852-002- 08 235/016909-0659
15221692.26 a06/27/22 EXHIBIT B

EXHIBIT B

LEGAL DESCRIPTION OF WILLOW PROPERTY
That certain real property in the City of Newark, County of Alameda, State of California, legally described as: (1) Parcel 1 of Parcel Map No. 11072, in Book 348 Pages 32 and 33 of Maps, in the Official Records of the County Recorder of Alameda County, California (“Parcel A”) and (2) Parcel 2 of Parcel Map No. 11071, in Book 348, Pages 34 and 35 of Maps, in the Official Records of the County Recorder of Alameda County, California.

Together with a non-exclusive easement, appurtenant to and for the benefit of Parcel A, for ingress and egress on, over and across that twenty (20) foot wide area identified as “20’ PAE” on Parcel 2 of Parcel Map No. 11071, in Book 348, Pages 34 and 35 of Maps, in the Official Records of the County Recorder of Alameda County, California.
235/016909-0659
15221692.26 a06/27/22 EXHIBIT C

EXHIBIT C

FORM OF AFFORDABLE HOUSING DECLARATION
[Attached]
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT C 2
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT C 3
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT C 4
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT C 5
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT C 6
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT C 7
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT C 8
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT C 9
235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
10 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
11 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
12 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
13 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
14 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
15 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
16 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
17 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
18 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
19 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
20 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
21 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
22 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
23 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
24 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
25 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
26 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
27 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
28 235
/016909-0659
15221692.26 a06/27/22

EXHIBIT C
29 235/016909-0659
15221692.26 a06/27/22
EXHIBIT D-1
-1-
EXHIBIT D-1

LEGAL DESCRIPTION OF AFFORDABLE HOUSING SITE PROPERTY
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT D-1
-2-
235/016909-0659
15221692.26 a06/27/22
EXHIBIT D-2
-3-
EXHIBIT D-2

DEPICTION OF AFFORDABLE HOUSING SITE PROPERTY
235/016909-0659
15221692.26 a06/27/22

EXHIBIT E
-1-

EXHIBIT E

FORM OF RESTRICTIVE COVENANT
[Attached]
235/016909-0659
15221692.26 a06/27/22

EXHIBIT E
-2-

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Newark
City Clerk
37101 Newark Blvd
Newark, CA 94560
No fee due per Gov. Code § 6103
City Clerk
Assessor’s Parcel Nos._________________________
(SPACE ABOVE RESERVED FOR RECORDER’S USE)

AGREEMENT FOR RESTRICTION ON USE OF REAL PROPERTY FOR

DEVELOPMENT OF AFFORDABLE HOUSING
This AGREEMENT FOR RESTRICTION ON USE OF REAL PROPERTY FOR DEVELOPMENT OF AFFORDABLE HOUSING (“AGREEMENT”) is made and entered into by and between The Willow Project Owner, LLC, a Delaware limited liability company, (“Developer”), and the City of Newark (“City”), a California municipal corporation, with reference to the following:

RECITALS
A. Developer is the owner of record of the real property described on Exhibit “A-1” and depicted on Exhibit “A-2” (the “Affordable Housing Site”) located in the City of Newark, County of Alameda.

B. The Property will be developed with at least ninety (90) Affordable Housing Units, as described more fully in that certain Affordable Housing Obligation Satisfaction Agreement for the Willow and Harbor Pointe Projects, by and between the City of Newark, a California municipal corporation, and The Willow Project Owner, LLC a Delaware limited liability company dated _________, 2022 (the “Satisfaction Agreement”).

C. This Agreement is intended to satisfy the requirements of the Satisfaction Agreement to encumber the Affordable Housing Site with the obligation to provide a minimum of nine (90) Affordable Dwelling Units.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, Developer and the City agree as follows:
235/016909-0659
15221692.26 a06/27/22

EXHIBIT E
-3-

1. The Affordable Housing Site shall be restricted to the development of at least ninety (90) Affordable Dwelling Units to satisfy the Affordable Housing Obligation (both as defined in the Satisfaction Agreement). Nothing herein is intended to restrict the ability to construct other facilities normally associated with residential housing (for example, common areas, recreational facilities) in conjunction with the development of the Affordable Dwelling Units. Approval of the City of the development of the Affordable Housing Site will be conclusive evidence that the proposed development of the Affordable Housing Site is consistent with this Agreement.

2. In the event the Affordable Dwelling Units are not completed within the time provided in Section 5 of the Satisfaction Agreement (or any extension thereof), then pursuant to Section 7, upon written demand of the City, Developer shall convey to the City the Affordable Housing Site free of any monetary liens, encumbrances or other charges (except as provided in 6.2 of the Satisfaction Agreement and other than a lien for current property taxes).

3. The terms and conditions of this Agreement shall constitute a covenant running with and binding the land in accordance with the provisions of California Civil Code section 1468.

Accordingly, the Affordable Housing Site shall be held, sold, conveyed, mortgaged, encumbered, leased, rented, used, occupied and improved subject to this Agreement, which shall run with the Affordable Housing Site, and shall be binding on all parties having any right, title or fee interest in the Affordable Housing Site, and their heirs, successors and assigns. Upon the sale of the Affordable Housing Site to a new owner and recordation of the deed conveying the fee interest in the Affordable Housing Site, selling owner (and in the case of subsequent owners, the owner then selling the Affordable Housing Site) shall be automatically released and discharged from any and all obligations under this Agreement, which obligations shall be assumed by the new owner, who shall be deemed “Developer” hereunder.

4. This Agreement and its validity, construction and effect shall be governed by the laws of the State of California applicable to contracts wholly to be performed therein. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever.

5. This Agreement shall not be amended in any manner or terminated without the prior written approval of all parties nor without the recordation of any such approval. The City agrees to execute and record a termination of this Agreement in its entirety upon recordation of an Affordable Housing Declaration (as defined in the Satisfaction Agreement). 235/016909-0659
15221692.26 a06/27/22

EXHIBIT E
-4-
IN WITNESS WHEREOF, Developer and the City have executed this Agreement Amendment as of the dates set forth below.

DEVELOPER

THE WILLOW PROJECT OWNER, LLC,
a Delaware limited liability company
By: KPMW Integral, LLC,
a California limited liability company,
Its Managing Member
By:

Name:

Title:
[SIGNATURES CONTINUE ON NEXT PAGE]
235/016909-0659
15221692.26 a06/27/22

EXHIBIT E
-5-
CITY

CITY OF NEWARK,
a California municipal corporation
By:

Name:

Title:

Attest:

City Clerk
Approved as to form:

Kris Kokotaylo
City Attorney
235/016909-0659
15221692.26 a06/27/22

EXHIBIT E
-6-
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of ______________ )
On __________________________, before me, ,
(insert name and title of the officer)
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.

State of California )
County of ______________ )
On __________________________, before me, ,
(insert name and title of the officer)
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)
235/016909-0659
15221692.26 a06/27/22

EXHIBIT E
-7-
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.

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.

State of California )
County of ______________ )
On __________________________, before me, ,
(insert name and title of the officer)
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)
235/016909-0659
15221692.26 a06/27/22

EXHIBIT E
-8-
EXHIBIT A-1

LEGAL DESCRIPTION OF AFFORDABLE HOUSING SITE
235
/016909-0659
15221692.26 a06/27/22
EXHIBIT E -9-
235/016909-0659
15221692.26 a06/27/22

EXHIBIT E
-10-
EXHIBIT A-2

DEPICTION OF AFFORDABLE HOUSING SITE
EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -1-
I. California Environmental Quality Act Determination (Cal. Public Resources Code Section 21000, et. seq.)
The Dumbarton TOD Specific Plan was adopted after certification of a full environmental impact report.

The City of Newark (City) certified a Program Environmental Impact Report (PEIR) for the Bayside Newark Transit Oriented Development (TOD) Specific Plan (Specific Plan), formerly known as the Dumbarton TOD Specific Plan (State Clearinghouse No. 2010042012, July 2011).

The City required preparation of an Initial Study (IS) to determine whether those changes to the FMC Willow and Grand Park project would result in any new or more substantial impacts from those identified in the prior adopted 2011 PEIR. Generally, the project’s increased residential density replaces existing commercial and office. The IS concludes, based upon substantial evidence, that the proposed FMC Willow and Grand Park project is similar to the project evaluated in the adopted 2011 PEIR and would not cause any new or more severe impacts not previously addressed. Similar to the approved project, the proposed project involves the construction of a commercial/mixed-use and residential development, with a future transit station and recreational open space. As supported in the analysis contained in the accompanying IS, there are no substantial changes proposed in the FMC Willow and Grand Park project which would result in any new significant environmental effects or a substantial increase in the severity of significant effects previously identified in the 2011 PEIR. There is no new information of substantial importance which was not known for the 2011 PEIR, and no new mitigation measures are necessitated by new impacts. Therefore, under CEQA Guidelines 15162 and 15164, no further environmental analysis is required as none of the circumstances in Section 15162 exist and the City finds that an addendum to the 2011 PEIR is appropriate for the project.

The IS and addendum (together the “IS/Addendum”) is incorporated into these findings by reference.

II. General Plan Amendment
Pursuant to Newark Municipal Code Chapter 17.38, the City finds as follows:

A. Reasons for the recommendation - The General Plan Amendment is required to allow the proposed change in uses permitted on the 22.1 acre Project Site, and ensure consistency with the concurrently approved Bayside Newark TOD Specific Plan (“Specific Plan”) Amendment and Rezoning, by amending the General Plan land use map to designate the Project Site with Medium Density Residential, Commercial Mixed Use, Public Institutional, and Parks and Recreation Facilities land use designations, a change from the existing Community Commercial, High Density Residential, Parks and Recreational Facilities, and Public Institutional designations.

B. Findings related to supporting the recommendation1. The request for the General Plan Amendment is consistent with the requirements and procedures set forth in the General Plan and Specific Plan;

2. The proposed Project (specifically including the General Plan Amendment, Specific Plan Amendment, Rezoning, Design Review, Minor Use Permit, Vesting Tentative Tract Map No.

EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -2-
8559, and Affordable Housing-Alternative Means of Compliance to Payment of Housing Impact Fee) is consistent with the General Plan, including the following General Plan policies:

Policy LU-1.1 Balance of Uses. Maintain a reasonable balance of land uses in the city so that residents can live close to where they work and satisfy their shopping, educational, personal, health, entertainment, and recreational needs close to home. The Project would result in the development of market rate and affordable housing adjacent to retail and recreational uses, as well as a future transit station.

Policy LU-1.2 Growth Focus Areas. Achieve a future growth pattern which includes new neighborhoods on vacant land along the southern and western edges of the city, and infill development in transit-served areas such as Old Town and the Greater NewPark Mall Area.

Zoning and development review decisions should recognize these areas as the priority locations for growth and change over the next 20 years. The Project would redevelop vacant, blighted former industrial sites on the western edge of the City with 279 market rate residential units, 90 affordable housing units, retail uses and parks/recreational uses.

Policy LU-1.4 Coordinating Land Use and Transportation Decisions. Coordinate land use and development decisions with the capacity of the transportation system and plans for future transportation improvements. The Project would develop residential and retail uses adjacent to, and reserve property for, a future transit station. As part of the Project, the applicant is dedicating the property for the future transit station.

Policy LU-1.6 Strengthening the Retail Base. Diversify the retail base of the city to create jobs, generate tax revenue to support City services, and enable residents and workers to find the goods and services they need without leaving Newark. The Project would develop retail uses on an underutilized, former industrial vacant site, increasing tax revenue.

Policy LU-1.8 Housing Opportunity Sites. Ensure that adequate sites are provided for the private and non-profit sectors to develop housing for seniors, persons with disabilities, and lower income households. Such housing should be well designed and managed, and located in a manner that is compatible with existing uses and neighborhood character. The Project would develop 90 high quality affordable housing units, which will be professionally managed along with the 279 market rate townhome units proposed by the Project, as a 370-unit mixed use community.

Policy LU-1.9 Park and Recreation Expansion. Expand park and recreational lands and facilities to keep pace with population growth and support the leisure time needs of Newark residents. The Project would include a five-acre community park (Grand Park), as well as a 1,485 square foot community building.

Policy LU-1.10 Vacant and Underutilized Sites. Encourage the development of Newark's remaining vacant and underutilized sites for their highest and best use, consistent with the designations shown on the General Plan Diagram. Future growth in the city should generally be directed to the areas identified in this General Plan. The Project would redevelop vacant, blighted former industrial sites on the western edge of the City with 279 market rate residential units, 90 affordable housing units, retail uses and parks/recreational uses.

EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -3-
Policy LU-1.15 Mixed-Use. Provide opportunities for development combining residential and commercial uses (e.g. "mixed-use" development) in areas where the impacts of one land use on the other and the impacts on nearby neighborhoods can be sufficiently mitigated. The Project would redevelop vacant, blighted former industrial sites with a mixed used residential community that incorporates commercial/retail uses as part of the Project.

Policy LU-2.3 High-Quality Development. Maintain standards for medium-density, highdensity, and mixed-use development that ensure high quality development and adequate buffering and screening from nearby lower density uses. The Project would comply with the Specific Plan’s design guidelines and all the other standards imposed by the Design Review to ensure high quality development and adequate buffering, as applicable. The project will be buffered to the west by a 5-acre grand park. The bay trail corridor along Enterprise Drive will include a 7-foot landscape strip with tree planting and a 12-foot concrete pedestrian trail. Along the north side of the project is the Sam Trans right of way where a soundwall will be constructed along the property line. The east side of the project adjacent to Willow Street will include the future transit station site and the mixed-use parcel.

Policy LU-2.7 Design Guidelines. Maintain design guidelines and a design review process that applies to building and site design throughout the city. The Project would comply with the Bayside Newark Specific Plan’s design guidelines and all the other standards imposed by the City’s Design Review approval. Architecture will feature high quality materials such as stone/brick veneer, lap siding metal railings, awnings, and metal-look roofing, and fiber cement finishes.

Landscaping will feature a blend of low maintenance, drought tolerant, and California native trees, shrubs, grasses and perennials
Policy LU-2.8 Relating Density to Transit Service. Allow higher residential densities in areas with more frequent and reliable public transit service, and ensure that public transit services are expanded in areas where growth is projected. The Project would develop higher density residential in the area surrounding the future transit station specifically, 79.1 du/ac at the commercial mixed/use site and 21.4 du/ac for the residential area and would dedicate a 1.8 net acre site to the City to be used for expanded transit services.

Policy LU-4.3 Urban Centers. Create locations in Newark which are more urban and pedestrian-oriented in character than they are today. Such areas include the future Dumbarton Transit Oriented Development and Old Town. These areas should be transformed over time into mixed-use centers with retail, office, civic, and higher density housing uses. The Project would redevelop vacant, blighted former industrial sites with a mixed used residential community that incorporates commercial/retail uses as part of the Project, high density residential condominiums, affordable for rent units, a bay trail compliant corridor along Enterprise Drive and Willow Street, as well as a five-acre park for use by the Project’s residents and a future transit station. The project would incorporate sidewalk connections throughout both the project’s northern and southern sites allowing for pedestrians to move freely throughout the area.

Policy LU-6.1 Dumbarton TOD Land Uses. Plan for the following activities around the intersection of Willow Street and the proposed Dumbarton Rail Service: (1) a future transit station serving the region as well as neighboring residents; (2) a neighborhood center consisting of retail, grocery, visitor-serving, and higher-density residential uses; (3) up to 2,500 housing units with a EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -4-
wide range of unit types and affordability levels; (4) necessary infrastructure to support the development; (5) contribution toward an overpass on Central Avenue over the Union Pacific railroad tracks, and (6) a network of open space and parks, including a bayside trail. The Project implements this Policy by dedicating a net 1.8 acre property for a future transit station and developing 3,600 sf of retail and 370 higher-density residential units, including 90 affordable housing units (and one manager’s unit), a five-acre park and the necessary infrastructure to support the Project.

Policy LU-6.2 Dumbarton TOD Design Guidelines. Apply design guidelines to future development at Dumbarton TOD which support the area’s development as a “village” comprised of traditional city blocks, vernacular architectural styles, and a mix of housing types. The Project would comply with the Specific Plan’s design guidelines, and provide higher density residential housing products, including 90 affordable units, to allow for a variety of housing types. The contemporary architectural styles of the 3 residential products (Split, Towns, Stack) would use colors and materials (light color palette, stucco finishes, and lap siding) similar to surrounding residential developments, while incorporating contemporary low-slope roofs to give the development a subtle unique character to differentiate and add visual interest. With the adjacent location of the future transit hub, linking its future residents to nearby corporate campuses, the product styles would help blend the bold contemporary styles of the campuses with the traditional styles of neighboring residential communities. With the nearby 4-story apartment complex to the south of the project site, the 5-story mixed use podium building being of similar height and mass, would reflect a similar and complimentary style with the use of scored stucco, similar window awnings, and parapet walls with roofed tower elements, as well as a light color palette Policy LU-6.3 Dumbarton Rail. Advocate for construction of the Dumbarton Rail project connecting Newark to BART and the West Bay, with a station at Willow Street in Newark. As an interim measure until rail service is provided, advocate for high quality, rapid bus service connecting the Dumbarton TOD station area to BART, VTA, and the West Bay, to ensure that new development in this area can meet the TOD goals for the project. As part of the Project, the applicant would dedicate property for the future development of this station. Staff will continue to work with SamTrans to eventually build a transit station at the project site to help the public transportation connection between this site and other services.

Policy LU-6.4 Minimizing Dumbarton TOD Impacts. Minimize the impacts of the Dumbarton TOD on the natural environment by incorporating native plant species, reducing herbicide and pesticide use, using environmentally friendly construction and waste disposal techniques, and managing stormwater runoff to avoid water quality impacts to nearby wetlands and San Francisco Bay. The EIR imposes mitigation measures on the Project that will ensure it is consistent with this Policy. Dumbarton TOD impacts will be mitigated through the use of plant species that specifically aid in phytoremediation which will naturally remove runoff pollutants and salts before runoff reaches sewer systems, wetlands, and adjacent water bodies. Bioretention basins are located in the majority of planter beds throughout the site which will add an additional layer of pollutant filtration. Trees with expansive canopies will be planted throughout the development and will intercept rainwater before touching the ground, thus adding another layer of water treatment.

EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -5-
Policy LU-6.5 Dumbarton TOD Landscaping and Streetscape. Use landscaping and tree planting to enhance the character of the Dumbarton TOD neighborhoods, define the community’s edges, provide landmarks and focal points, make streets more pleasant for walking, and create a stronger sense of place. The landscape should reflect climate and soil conditions, as well as the desire to conserve water and create visual appeal The Project would include landscaping consistent with this Policy, in compliance with the Specific Plan design guidelines and as part of the Project’s Design Review approval. The landscape would enhance the character of Dumbarton TOD neighborhoods through the use of site specific materiality, planting design, and park design.

Enhanced brick and stucco veneers would be utilized for seat walls and retaining walls to visually tie in the landscape built elements with the brick and stucco materials that will be used on the TOD neighborhood architecture. Custom enhanced steel architecture stoop railings and patio fences would match the decorative, linear architectural balcony railings for a heightened sense of identity.

These same enhanced steel details will carry through to the landscape park overheads. The planting design would feature wispy, flowing native grasses to capture the native wetland feel of the adjacent bay. Flowering shrubs at pedestrian paseo entry points would add a natural highlight to neighborhood entrances and enhance wayfinding.

Policy LU-6.6 Dumbarton TOD Lighting. Use lighting and illumination which compliments architectural styles, reduces glare and over-lighting impacts, ensures pedestrian safety, and highlights special design elements within the community. The Project would include landscaping consistent with this Policy, in compliance with the Specific Plan design guidelines and as part of the Project’s Design Review approval. Modern yet timeless street pole lights, pedestrian scale pole lights, and bollard lights would be specified to match the sconce lighting that will be featured on the community architecture. All pole and bollard lights would feature light fixture covers that would prevent vertical light pollution and also direct light throw towards pedestrian circulation areas and away from private residential units. All pedestrian circulation lighting would be strategically distributed to maintain uniform light coverage based on photometric plans that would be prepared by a certified lighting designer. This uniform lighting design would enhance safety and promote clear pedestrian circulation.

Policy E D-2.4 New Retail Districts. Create additional shopping opportunities in newly developing neighborhoods, such as Dumbarton TOD, to meet the needs of new residents and workers, and reduce the loss of retail dollars to nearby communities. New commercial districts should be designed as integral parts of the neighborhoods they serve, so that patrons can easily walk or bicycle from home or work to shopping. The Project is a mixed use residential project that would incorporate retail uses. The mixed use building would contain 3,600 square feet of ground floor retail space fronting along Willow Ave. The high floorplate façade for the retail space would serve as a grand entry to the project. Residential affordable units would be located above the retail space to provide proper massing and an urban feel. The current plan shows one 1,000 square foot retail space that could be used for a small coffee shop or café plus a 2,600 sf space for another neighborhood serving use such as a restaurant or deli. The retail frontage would also include an enclosed, secured elevator lobby for the affordable housing units.

The Project is consistent with the General Plan’s Housing Element because it would increase overall housing stock in the City by 370 total units, including 90 affordable units, and would assist in addressing both the regional and statewide housing crisis.

EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -6-
III. Specific Plan Amendment
A. The proposed amendments to the Bayside Newark TOD Specific Plan are consistent with the Newark General Plan. The amendments to the Specific Plan would include re-designation of the Project Site’s land use designations/zoning so that the current office uses are replaced with 48 residential units (collectively “Specific Plan Amendment”). These changes are provided to enable implementation of the vision for buildout of the Specific Plan area and made in light of the fact that third part experts have determined that the development of office uses are not feasible on the Project Site. The Project would also be consistent with the overall development capacity and intensity for the Specific Plan area as identified in the General Plan and assumed in the 2013 General Plan Environmental Impact Report (“EIR”) and 2011 PEIR. The Specific Plan Amendment would not result in increased development capacity or a change in the intensity of development or site improvements already planned or anticipated in the General Plan and Specific Plan. Nor would the amendments directly result in development types that were not already assumed and evaluated in the General Plan EIR and Specific Plan EIR. Specifically, the Specific Plan planned for the development of a total of 2,500 dwelling and 35,000 square feet of retail, and as of February 2022, a total of 2,171 dwelling units and 3,600 square feet of retail have been approved or are pending approval in the Specific Plan area, leaving plenty of capacity for the Project without resulting in any new or increased impacts on the environment, as concluded in the IS/Addendum to the PEIR prepared for the Project.

IV. Zoning Map Amendment
Pursuant to Newark Municipal Code section 17.39.080, the City finds as follows:

A. The amendment is consistent with the General Plan. The City’s zoning map would be amended to change the zoning of the Project Site from Business and Technology Park and Park to Medium Density Residential - Form Based Code, Commercial/Mixed Use - Form Based Code, Transit Station, Public Facilities, and Park. These zones are consistent with the General Plan land use designations for the Project Site, as amended – Medium Density Residential, Commercial Mixed Use, Public Institutional, and Parks and Recreation Facilities. The new zoning designations specifically, and the Project generally, would be consistent with the applicable polices of the General Plan, including but not necessarily limited to the Policies specifically listed in section II above. Therefore, the Zoning Map Amendment would be consistent with the General Plan.

B. Any change in district boundaries is necessary to achieve the balance of land uses desired by the city, consistent with the general plan, and to increase the inventory of land within a given zoning district. The Zoning Map Amendment would reflect the changes to land use designations eliminate infeasible office uses and replace them with housing, which is necessary to achieve the balance of land uses desired by the City, and consistent with the General Plan as set forth above. The zoning change would allow underutilized, vacant and blighted former industrial land to be developed consistent with the vision of the General Plan and Specific Plan, and would result in the dedication of property for the City’s desired transit station.

C. The amendment will promote the growth of the city in an orderly manner and to promote and protect the public health, safety, peace, comfort, and general welfare. The Zoning Map EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -7-
Amendment and Specific Plan, as amended, would guide the orderly development of the Project in a manner to promote and protect the public health, safety, peace, comfort and general welfare, as required through conformance of applicable policies and regulations of the Specific Plan in addition to the City’s zoning requirements. The Zoning Map Amendment would ensure consistency with the Specific Plan and General Plan and would result in orderly and planned-for growth that promotes the General Plan policies described in section II above.

V. Design Review
Pursuant to Newark Municipal Code section 17.34.060, the City finds as follows:

A. The overall design of the project including its scale, massing, site plan, exterior design, and landscaping will enhance the appearance and features of the project site and surrounding natural and built environment. The Project would redevelop and revitalize a largely vacant and blighted former industrial site with modern, aesthetically pleasing market rate and affordable residential units, commercial retail uses, a five-acre park, and other landscaping improvements, including trees and greenspaces and other aesthetic improvements such as open spaces on the property dedicated to the City for a future transit station. The massing of the residential units and other development would be appropriate for the area and would enhance the appearance and features of the project site and surrounding natural and built environment.

B. The project design is appropriate to the function of the project and will provide an attractive and comfortable environment for occupants, visitors, and the general community. The Project would redevelop and revitalize a largely vacant and blighted former industrial site with modern, aesthetically pleasing market rate and affordable residential units, commercial retail uses, a five-acre park, and other landscaping improvements, including trees and greenspaces and other aesthetic improvements such as open spaces on the property dedicated to the City for a future transit station. The Project design and connectivity would encourage pedestrians, including Project residents and visitors, to walk to the retail uses, park, and future transit station.

C. Project details, materials, signage and landscaping, are internally consistent, fully integrated with one another, and used in a manner that is visually consistent with the proposed architectural design. The high-quality exterior building materials, such as brick and stone, are integral to the architectural design per applicable Specific Plan Design Guidelines. The street level storefronts would help create a pleasant pedestrian experience, as well the features of the park and future transit station. Landscape seat walls and retaining walls would feature enhanced brick and stucco veneers with wall caps that would match the community architectural brick and veneer materials. These same brick and stucco materials would carry through to the two entry monument signs to further promote a sense of unique community identity. Custom metal details with linear elements would be featured on the park overheads, patio fences, and architectural unit stoop railings to tie in the custom linear metal balcony railings on the architecture. The project details would be internally consistent, fully integrated with one another, and used in a manner that is visually consistent with the proposed design.

D. The design of streetscapes, including street trees, lighting, and pedestrian furniture, is consistent with the intended character of the area. Consistent with the Specific Plan design guidelines, the Project would include these features, consistent with the intended character of the EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -8-
area, including landscaped walkways and streets, as well as trees. Modern yet timeless pedestrian furniture and light fixtures would be specified to reflect the modern forms of the architecture and the warm, timeless brick and stucco architecture facades. Street trees would feature strong structural forms for year-round interest and vibrant reddish-orange fall color which will create a noteworthy identity for the community. The Bay Trail would run along the perimeter of the community and will be lined with wide parkways and lush native planting which will encourage pedestrian use and interaction surrounding the community.

E. Parking areas are designed and developed to buffer surrounding land uses; compliment pedestrian-oriented development; enhance the environmental quality of the site, including minimizing stormwater run-off and the heat-island effect; and achieve a safe, efficient, and harmonious development. The Project would redevelop and revitalize a largely vacant and blighted former industrial site with modern, aesthetically pleasing market rate and affordable residential units, commercial retail uses, a five-acre park, and other landscaping improvements, including trees and greenspaces and other aesthetic improvements such as open spaces on the property dedicated to the City for a future transit station. This would enhance the environmental quality of the site.

F. Lighting and lighting fixtures are designed to complement buildings, be of appropriate scale, provide adequate light over walkways and parking areas to create a sense of pedestrian safety, and avoid creating glare. The Project’s lighting would be designed in conformance with the Specific Plan’s lighting design guidelines, which ensure the lighting will implement all of these goals. See response to LU-6.6 describing the character, specification, and design of landscape lighting.

G. Landscaping is designed to be compatible with and enhance the architectural character and features of the buildings on site, and help relate the building to the surrounding landscape.

The landscaping design would incorporate “Bay Friendly” landscape practices including native, non-invasive and drought tolerant trees and shrubs to complement the buildings while providing shade and visual interest along the pedestrian path. The sidewalk landscaping would also designed as part of the stormwater management system in compliance with provision C.3 of the Municipal Regional Stormwater NPDES Permit issued by the California Regional Water Quality Control Board, which governs stormwater discharge for new development projects. Finally, the landscaping design would be consistent with and subject to the Specific Plan’s design guidelines.

VI. Minor Use Permit
Pursuant to Newark Municipal Code sections 17.35.060 and 17.23.050, the City finds as follows:

A. The proposed use is allowed within the applicable zoning district and complies with all other applicable provisions of this Ordinance and all other titles of the Municipal Code. The only aspect of the Project that would require a Minor Use Permit is the request to have a reduced number of parking spaces due to the proximity of the Project’s residential uses to a transit station, pursuant to Newark Municipal Code section 17.23.050(A). The Project’s uses are permitted in the Project’s zoning, as amended, and the Project would qualify for reduced parking by meeting the requirements set forth in Newark Municipal Code section 17.23.050.

EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -9-
B. The proposed use is consistent with the General Plan and the Specific Plan. The uses of the Project would be consistent with the General Plan and the Specific Plan as amended, as set forth in detail in the findings above.

C. The proposed use will not be adverse to the public health, safety, or general welfare of the community, nor detrimental to surrounding properties or improvements. The Project, and specifically the reduced parking as a result of adjacent transit, would not be adverse the public health, safety, or general welfare of the community, nor detrimental to surrounding properties or improvements, and instead would reduce vehicle miles traveled and promote the use of transit instead of passenger vehicles, and pedestrian travel. The Project would further be consistent with the General Plan polices described in section II above, which are intended to promote the public health, safety, and welfare of the community.

D. Tax revenue generated by the development will exceed the City’s cost of the service demand as a result of the development or a compelling community benefit will be provided. The Project would redevelop vacant and blighted former industrial property with residential and retail uses, thereby significantly increasing the City’s property tax base by increasing the value of the property, as well as creating sales tax.

E. The proposed use complies with any design or development standards applicable to the zoning district or the use in question unless waived or modified pursuant to the provisions of this [Zoning] Ordinance. The uses of the Project would comply with all applicable design and development standards and are allowed under the Specific Plan and Zoning Ordinance.

F. The design, location, size, and operating characteristics of the proposed activity are compatible with the existing and reasonably foreseeable future land uses in the vicinity. The Project would comply with all applicable design and development standards. Further, the Project would qualify for reduced parking by meeting the requirements set forth in Newark Municipal Code section 17.23.050 due to the close proximity to a future transit station.

G. The site is physically suitable for the type, density, and intensity of use being proposed, including access, utilities, and the absence of physical constraints. The proposed Project would comply with all applicable design and development standards, and the General Plan, Specific Plan and zoning. The Project’s impacts have been analyzed in detail in the 2011 EIR and Addendum thereto prepared for the Project. Further, the Project would qualify for reduced parking by meeting the requirements set forth in Newark Municipal Code section 17.23.050 due to the close proximity to a future transit station.

VII. Vesting Tentative Map No. 8559
The City makes the following findings which indicate conformance with the State Subdivision Map Act and the City’s Subdivision Ordinance (Newark Municipal Code Chapter 16.08):

A. The proposed map would be consistent with the General Plan and Specific Plan as specified in Government Code §65451 as it would provide sufficiently dense residential and commercial uses in an area with pre-existing commercial uses on adjacent property and the immediate area. It would also be consistent with the City’s Subdivision Ordinance and the design or improvement of the proposed tentative tract map would be consistent with the General EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -10-
Plan in that the property is developed by street and parcel improvements in conformance with applicable goals and policies. The proposed map would be consistent with the General Plan and Specific Plan, as amended, for all the reasons set forth in the findings relating to the concurrent General Plan and Specific Plan amendments, and would propose sufficiently dense residential and commercial mixed uses on blighted, vacant former industrial property, which the Project would significantly improve. The street and parcel improvements would comply with all City requirements, and for the reasons discussed in the findings regarding the concurrent Design Review approval, implement the goals and policies of the General Plan and Specific Plan, specifically including redeveloping the western portion of the City.

B. The design and improvements of the proposed subdivision would be consistent with applicable General Plan and Specific Plan, as amended, as the proposed subdivision would include multi-family residential and commercial development, sidewalks, pedestrian paseos, event spaces, and landscaped areas which would be adequately served by streets, and provide sufficient drainage for the development, as detailed in the findings in support of the concurrent Design Review approval, as well as the findings for the concurrent General Plan and Specific Plan amendments.

C. The site would be physically suitable for the type of development in that it is a highly disturbed, blighted for former industrial development, that would be significantly improved to support the proposed residential and commercial uses. There are no known problems regarding cultural, historical or scenic aspects. Given the topography of the site and the location of the proposed construction, it appears that grading would be minimal and in compliance with all City regulations. Therefore, the site would be physically suitable for the type of development.

D. The site would be physically suitable for the proposed density of development as the development would be within with the residential and retail capacities identified in the Specific Plan. The proposed development would be compatible with adjacent and neighboring existing developments in the surrounding area and would significantly improve an area of the City that the City’s planning documents have long targeted for development E. The design of the subdivision or the proposed improvements would not likely cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat, as set forth in detail in the CEQA addendum to the EIR prepared for this Project.. The existing subject property is a developed and highly disturbed former industrial property in an urban area. The proposed subdivision and related development would have no significant impact on the environment’s flora or fauna and instead would improve a blighted area.

F. The design of the subdivision or type of improvements would not likely cause serious public health problems. Phased residential subdivisions and associated commercial development would not involve significant amounts of hazardous materials or projects, as set forth in detail in the CEQA addendum to the EIR prepared for this Project.

G. The design of the subdivision or the type of improvements would not conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. The City has reviewed the records related to the subject property and found that the subdivision would not have a conflict with any easements.

EXHIBIT 7: Findings of Fact
235/016909-0659
17937961.1 a08/27/22 -11-
VIII. Affordable Housing – Alternative Means of Compliance to Payment of Housing Impact Fee
Pursuant to Newark Municipal Code section 17.18.050, the City finds as follows:

A. The proposed alternative means of compliance fulfills the purposes of this chapter as set forth in Section 17.18.010, Purpose. The alternative means of compliance would fulfill the purposes of section 17.18.010 in that the proposed Project would result in the production of affordable housing that would be available to households with incomes at the very low-, low-, and moderate-income levels. The affordable housing units would be administered through an affordable housing agreement between the City and the property owner that would establish affordability levels for a period of 55-years. The alternative means of compliance would contribute to a more economically balanced community and provides safe and stable housing for households at all income levels.

B. The proposed alternative means of compliance will further affordable housing opportunities in the city to an equal or greater extent than compliance with the requirements of Section 17.18.020, Housing Impact Fee, and will fully mitigate the impact of the project on the need for affordable housing. The alternative means of compliance would result in the production of affordable units that have a value equal to or greater than the required housing impact fee and as a result would fully mitigate the impact of the Project on the need for affordable housing.

C. The proposed alternative means of compliance would better address the city’s needs than compliance with the requirements of Section 17.18.020, Housing Impact Fee. The alternative means of compliance would result in the production of affordable housing with a market rate housing project, resulting in the availability of affordable housing more immediately than what otherwise may be possible though the payment of the Housing Impact Fee.

D. The proposed alternative means of compliance will not unduly concentrate affordable housing in one geographic area so as to result in housing segregation. The alternative means of compliance would result in the production of family affordable housing within the Specific Plan area, which does not currently have any restricted affordable housing units, other than 72 affordable units for seniors, out of the 2,500 total residential units allowed in the Specific Plan area, and 2,171 units approved or in process therein. Therefore, there would not be an undue concentration of affordable housing units within one geographical area.

FMC Willow and Grand Park
Project
Final Initial Study/Addendum
to the Bayside Newark TOD Specific Plan PEIR
Prepared for:

City of Newark
Community Development Department
37101 Newark Boulevard
Newark, CA 94560
Prepared by:

HELIX Environmental Planning, Inc.
11 Natoma Street, Suite 155
Folsom, CA 95630
September 22, 2022

FMC WILLOW AND GRAND PARK PROJECT / CITY OF NEWARK

ADDENDUM TO THE BAYSIDE NEWARK TOD SPECIFIC PLAN PEIR
1 September 2022

ADDENDUM TO THE

PROGRAM ENVIRONMENTAL IMPACT REPORT FOR THE

BAYSIDE NEWARK TOD SPECIFIC PLAN PROJECT IN THE CITY OF NEWARK A. INTRODUCTION
The City of Newark (City) certified a Program Environmental Impact Report (PEIR) for the Bayside Newark Transit Oriented Development (TOD) Specific Plan (Specific Plan), formerly known as the Dumbarton TOD Specific Plan (State Clearinghouse No. 2010042012, July 2011). The Willow Project Owner, LLC (the current project applicant) proposed changes to the former Bayside Newark TOD Specific Plan which have been evaluated in an Initial Study (IS) that accompanies this Addendum. The analysis conducted with the IS determines whether the proposed changes to the FMC Willow and Grand Park project would result in any new or more substantial impacts that were not identified in the prior adopted 2011 PEIR.

This Addendum has been prepared to provide information regarding: (1) the history of the project; (2) a description of the proposed project modification; (3) the standards for adequacy under the California Environmental Quality Act (CEQA) and State CEQA Guidelines; (4) a description of the format and content of this Addendum; and (5) the applicable CEQA processing requirements for the proposed project.

B. BACKGROUND
The approximately 22.1-acre FMC Willow and Grand Park project site lies within the Specific Plan area, which encompasses approximately 205 acres at the western edge of the City of Newark, CA. The Specific Plan area is generally bounded by the San Mateo County Transit District (SamTrans) railroad corridor to the north, on-going salt production and harvesting facilities to the south and west, and industrial and residential land uses to the east.

The Specific Plan analyzed in the 2011 PEIR identifies the land use designations for the FMC Willow and Grand Park project site as Commercial/Retail, Commercial/Office, High Density Residential, Parks & Recreational Open Space, and Transit Station. The Specific Plan designated 4.7 acres of the FMC Willow and Grand Park project site as High Density Residential (25-60 Dwelling Units (DU)/acre) in the eastern portion of the site, which would allow for a maximum of 282 DU to be developed. The Specific Plan designated 3.3 acres of the FMC Willow and Grand Park project site for Commercial/Office space in the western portion of the site and 4.7 acres for Commercial/Retail in the northern portion of the site. The Specific Plan also set aside 2.7 acres for a future transit station in the north portion of the site and 1.7 acres for public streets. Five (5) acres of the FMC Willow and Grand Park project site were designated for parks and recreational space.

FMC WILLOW AND GRAND PARK PROJECT / CITY OF NEWARK

ADDENDUM TO THE BAYSIDE NEWARK TOD SPECIFIC PLAN PEIR
2 September 2022
C. OVERVIEW OF THE PROPOSED PROJECT
The FMC Willow and Grand Park project proposes modifications to the land uses identified within the FMC Willow and Grand Park portion of the Specific Plan area. The proposed FMC Willow and Grand Park project would redevelop the 22.1-acre site into a 370-unit multi-family community including 279 townhouse units, a 1.6-acre mixed-use area of 3,600 square feet (sf) of retail, a club room, a fitness center, and 90 affordable units (plus 1 manager unit) within a 6-story building, a 5-acre community park (Grand Park), and a 1,485-sf community building, along with approximately 1.8 acres set aside for a future transit station.

The proposed project would change the total gross acreage of the land use planning area by more than 20 percent from the original gross acreage approved under the Specific Plan by reducing commercial/office, commercial/retail, high density, and transit station land uses. Therefore, the project applicant is seeking a Specific Plan Amendment to change the Specific Plan land use designations in the project site from Commercial/Retail, Commercial/Office, High Density Residential, Transit Station, Parks & Recreational Open Space to Commercial Mixed Use, Medium/High Density Residential, Transit Station, Restricted Use Areas, and Parks & Recreational Open Space. The proposed project would amend the Specific Plan land use designations on the project site to allow for 1.6 acres of Commercial/Mixed Use and approximately 13.4 acres of Medium/High Density Residential (16-60 DU/acre) to allow for the development of the proposed 370-unit mixed use community. The Specific Plan Amendment would allow up to 522 more residential dwelling units to be developed on the project site than currently allowed. The Specific Plan planned for the development of a total of 2,500 DU and 35,000 sf of retail. As of June 2022, 2,171 DU and 3,600 sf of retail have been approved or are pending approval in the Specific Plan area, including the proposed FMC Willow and Grand Park project.

The proposed project would require a General Plan amendment to change the General Plan land use designations of the project site from Community Commercial, High Density Residential, Parks and Recreational Facilities, and Public Institutional to Medium Density Residential, Commercial Mixed Use, Public Institutional, and Parks and Recreational Facilities. The proposed project would amend the General Plan land use designations on the project site to allow for 1.6 acres of Commercial/Mixed Use and approximately 13.4 acres of Medium Density Residential (14-30 DU/acre) to allow for the development of the proposed 370-unit mixed use community. The General Plan Amendment would allow for 48 more residential dwelling units to be developed on the project site than currently allowed.

The proposed project would require a zoning map amendment to change the zoning of the project site from Business and Technology Park and Park to Medium Density Residential - Form Based Code, Commercial/Mixed Use - Form Based Code, Transit Station, Public Facilities, and Park. On January 24, 2019, the Newark City Council unanimously voted to rezone the 5-acre Grand Park site from Business and Technology Park (BTP) to Park (PK). The proposed project includes the reconfiguration of the previously approved Grand Park site to ensure that no residential dwellings are developed on the

FMC WILLOW AND GRAND PARK PROJECT / CITY OF NEWARK

ADDENDUM TO THE BAYSIDE NEWARK TOD SPECIFIC PLAN PEIR
3 September 2022
remediation site. With this reconfiguration, the Grand Park site would still be 5 acres, but the easternmost boundary line of the proposed park site would be shifted farther east as part of the proposed FMC Willow and Grand Park project while its northeastern corner would be adjusted to the southwest. Therefore, the areas of the reconfigured Grand Park site that are currently zoned for BTP would need to be rezoned by the City to allow for parks and recreational open space use.

Additional required entitlements for the project include a Design Review, Vesting Tentative Subdivision Map, Density Bonus, and Minor Use Permit.

D. BASIS FOR AN ADDENDUM
The State CEQA Guidelines environmental review procedures allow for the updating and use of a previously adopted PEIR for projects that are different from the previous project or the conditions under which the project was analyzed. Section 15164 of the State CEQA Guidelines states the following with respect to an addendum to an adopted PEIR:
a) The lead agency or responsible agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in Section 15162 calling for preparation of a subsequent EIR have occurred. c) An addendum need not be circulated for public review but can be included in or attached to the final EIR or adopted negative declaration.
d) The decision making body shall consider the addendum with the final EIR or adopted negative declaration prior to making a decision on the project.
e) A brief explanation of the decision not to prepare a subsequent EIR pursuant to Section 15162 should be included in an addendum to an EIR, the lead agency’s findings on the project, or elsewhere in the record. The explanation must be supported by substantial evidence.

In accordance with State CEQA Guidelines Section 15164, this Addendum has been prepared to document that the proposed project modifications do not require preparation of a subsequent EIR or negative declaration under Section 15162.

The proposed FMC Willow and Grand Park project is similar to the project evaluated in the adopted 2011 PEIR because the proposed project involves a commercial/mixed-use and residential development, a future transit station and recreational open space. As supported in the analysis contained in the accompanying IS, there are no substantial changes proposed in the FMC Willow and Grand Park project which would result in any new significant environmental effects or a substantial increase in the severity of previously identified significant effects. There is no new information of substantial importance which was not known for the 2011 PEIR, and no new mitigation measures are necessitated by the project.

FMC WILLOW AND GRAND PARK PROJECT / CITY OF NEWARK

ADDENDUM TO THE BAYSIDE NEWARK TOD SPECIFIC PLAN PEIR
4 September 2022
None of the circumstances listed in State CEQA Guidelines Section 15162 requiring the preparation of a subsequent PEIR are present, and only minor technical changes or additions are necessary to update the previously adopted 2011 PEIR; therefore, an addendum may be prepared.

E. FORMAT, CONTENT, AND CONCLUSIONS OF THIS ADDENDUM
The accompanying CEQA IS and associated technical studies comprise the Addendum to the PEIR for the Bayside Newark TOD Specific Plan. The following project-specific studies were prepared and are included as appendices to the IS:
• Air Quality and Greenhouse Gas Emissions Technical Report • Biological Resources Technical Report
• Cultural Resources Assessment
• Noise Assessment Technical Report
• Due Diligence Geotechnical Investigation
• Trip Generation and Intersection Operation Analysis
As described above, the IS has been prepared to determine whether the project analyzed in the certified PEIR would require major revisions due to any new or more severe significant environmental impacts in the proposed FMC Willow and Grand Park project. Changes in the Specific Plan land use designations, General Plan land use designations, zoning, and site design necessitated a reevaluation of the impacts for the proposed FMC Willow and Grand Park project.

The 2011 PEIR found that the approved project could have potentially significant impacts on air quality, biological resources, cultural resources, geology and soils, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, noise, public services, utilities and service systems, and transportation and traffic. However, all potentially significant impacts for the 2011 PEIR were reduced to a less than significant impact with mitigation.

The majority of the FMC Willow and Grand Park project site has been disturbed through intensive ground disturbance and soil remediation that included the export of contaminated soil and import of clean fill. The project will not introduce new or more significant impacts that were not previously disclosed in the Specific Plan PEIR. Based on the conclusions of the IS, an Addendum to the certified PEIR is the appropriate CEQA-compliance document for the proposed project.

The following definitions are used in the IS:

Potentially Significant Impact: Any potentially significant impact of the proposed project that was not previously analyzed in the PEIR.

FMC WILLOW AND GRAND PARK PROJECT / CITY OF NEWARK

ADDENDUM TO THE BAYSIDE NEWARK TOD SPECIFIC PLAN PEIR
5 September 2022
Less than Significant with Mitigation Incorporated: Any potential impacts of the proposed project not previously analyzed in the certified PEIR but found to be less than significant with previously prescribed mitigation from the PEIR incorporated.

Less than Significant: Any potential impacts of the proposed project not previously analyzed in the PEIR, but which are found to be less than significant.

No New Impact: The proposed project would not result in an impact or would result in an impact found to be equal to or less than the impact analyzed in the PEIR.

F. ADDENDUM PROCESSING
The City of Newark directed and supervised the preparation of this Addendum, which has been reviewed and determined to be complete and accurate by the Planning Department. The City has concluded, based on the accompanying IS, that an Addendum is the appropriate CEQA compliance document for the proposed FMC Willow and Grand Park project.

FMC Willow and Grand Park Project
i

TABLE OF CONTENTS
Section Page
INITIAL STUDY INFORMATION SHEET .............................................................................................vii

1.0 INTRODUCTION ..................................................................................................................... 1

2.0 PROJECT BACKGROUND ......................................................................................................... 2

3.0 DESCRIPTION OF PROJECT ...................................................................................................... 4

3.1 PROJECT LOCATION ............................................................................................................ 4

3.2 PROJECT SETTING................................................................................................................ 4

3.3 PROPOSED FMC WILLOW AND GRAND PARK PROJECT...................................................... 4

4.0 REQUIRED APPROVALS ........................................................................................................12

5.0 PREVIOUS RELEVANT ENVIRONMENTAL ANALYSIS................................................................13 Incorporation of the Previous Relevant Environmental Analysis.................................................. 13 Evaluation of the FMC Willow and Grand Park Project................................................................. 13

6.0 ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED............................................................14

7.0 DETERMINATION .................................................................................................................15

8.0 ENVIRONMENTAL INITIAL STUDY CHECKLIST.........................................................................16 I. AESTHETICS....................................................................................................................... 17 II. AGRICULTURE AND FORESTRY RESOURCES...................................................................... 20 III. AIR QUALITY ..................................................................................................................... 22 IV. BIOLOGICAL RESOURCES .................................................................................................. 40 V. CULTURAL RESOURCES ..................................................................................................... 61 VI. GEOLOGY/SOILS................................................................................................................ 69 VII. GREENHOUSE GAS EMISSIONS ......................................................................................... 74 VIII. HAZARDS AND HAZARDOUS MATERIALS.......................................................................... 83 IX. HYDROLOGY AND WATER QUALITY.................................................................................. 89 X. LAND USE AND PLANNING................................................................................................ 95 XI. MINERAL RESOURCES ..................................................................................................... 100 XII. NOISE ............................................................................................................................. 101 XIII. POPULATION AND HOUSING.......................................................................................... 117 XIV. PUBLIC SERVICES............................................................................................................. 119 XV. RECREATION.................................................................................................................... 122 XVI. TRANSPORTATION .......................................................................................................... 124 XVII. UTILITIES AND SERVICE SYSTEMS ................................................................................... 131 XVIII. MANDATORY FINDINGS OF SIGNIFICANCE..................................................................... 137

9.0 REFERENCES ......................................................................................................................139

10.0 PREPARERS........................................................................................................................144 FMC Willow and Grand Park Project
ii
TABLE OF CONTENTS (cont.)

LIST OF APPENDICES
A Mitigation Monitoring and Reporting Program for the FMC Willow and Grand Park Project B Air Quality and Greenhouse Gas Emissions Technical Report for the FMC Willow and Grand Park Project
C Biological Resources Technical Report for the FMC Willow and Grand Park Project D Cultural Resources Assessment for the FMC Willow and Grand Park Project E Due Diligence Geotechnical Investigation for the FMC – Willow Parcel F Noise Assessment Technical Report for the FMC Willow and Grand Park Project G Trip Generation and Intersection Operations Analysis Memorandum for the FMC Willow and Grand Park Project

LIST OF FIGURES
No. Title Follows Page
1 Vicinity Map ..................................................................................................................................... 5 2 Aerial Map........................................................................................................................................ 5 3 Site Plan ........................................................................................................................................... 5 4 Site Design........................................................................................................................................ 5 5 Habitat Map................................................................................................................................... 47 6 Specific Plan Land Use Changes..................................................................................................... 99 7 General Plan Land Use Changes .................................................................................................... 99 8 Zoning Changes.............................................................................................................................. 99

LIST OF TABLES
No. Title Page
Table 1. Buildout of Specific Plan Area ......................................................................................................... 2 Table 2. San Francisco Bay Area Air Basin Attainment Status....................................................................25 Table 3. Air Quality Monitoring Data..........................................................................................................26 Table 4. BAAQMD Significance Thresholds................................................................................................. 28 Table 5. Unmitigated Maximum Daily Construction Emissions..................................................................31 Table 6. Mitigated Maximum Daily Construction Emissions ......................................................................32 Table 7. Maximum Daily Operational Emissions (Pounds Per Day)............................................................33 Table 8. Annual Operational Emissions (Tons Per Year).............................................................................33 Table 9. Concurrent Daily Emissions (Pounds Per Day)..............................................................................34 Table 10. Project Residential Increased Incremental Cancer Risk from Train DPM ...................................38 Table 11. Existing Vegetation Communities and Land Cover Types in the Project Site .............................47 Table 12. Regional Special-Status Species with Potential to Occur in the Project Site ..............................49 Table 13. Global Warming Potentials and Atmospheric Lifetimes.............................................................75 Table 14. Construction GHG Emissions.......................................................................................................79 Table 15. Total Operational GHG Emissions...............................................................................................80 Table 16. Specific Plan Amendment Impact to Maximum Allowable Dwelling Units on Project Site........97 Table 17. General Plan Amendment Impact to Maximum Allowable Dwelling Units on Project Site........98 Table 18. Off-Site Traffic Noise Levels ......................................................................................................112 FMC Willow and Grand Park Project
iii

ACRONYMS
AB Assembly Bill
ACFC Alameda County Flood Control and Water Conservation District ACFD Alameda County Fire Department
ACWD Alameda County Water District
AC Transit Alameda County Transit District
ADT Average Daily Trip
APN Assessor’s Parcel Number
BAAB San Francisco Bay Area Air Basin
BAAQMD Bay Area Air Quality Management District
BCMM basic construction mitigation measure
bgs below ground surface
BSA Berlogar Stevens & Associates
BTP Business Technology Park
BTR Biological Resources Technical Report
C2F6 hexafluoroethane
CAA Clean Air Act
CAAQS California Ambient Air Quality Standards
CadnaA Computer Aided Noise Abatement
CalEEMod California Emissions Estimator Model
CalEPA California Environmental Protection Agency
CALGreen California Green Building Standards Code
CAP Climate Action Plan
Caltrans California Department of Transportation
CAPCOA California Air Pollution Control Officers Association CARB California Air Resources Board
CBG Carlson, Barbee & Gibson, Inc.

CDC California Department of Conservation
CDFG California Department of Fish and Game
CDFW California Department of Fish and Wildlife
CEQA California Environmental Quality Act
CESA California Endangered Species Act
CF4 tetraflouromethane
CFC chlorofluorocarbon
CH4 methane
City City of Newark
CMU Commercial Mixed-Use
CNEL Community Noise Equivalent Level
CNPS California Native Plant Society
CO carbon monoxide
CO2 carbon dioxide
CO2e carbon dioxide equivalent
COA Condition of Approval
County County of Alameda
FMC Willow and Grand Park Project
iv
CRA Cultural Resources Assessment
CRHR California Register of Historic Resources
CRPR California Rare Plant Rank
CWA Clean Water Act
dB decibel
dBA A-weighted decibel
dbh diameter at breast height
DMA Drainage Management Area
DMU diesel multiple unit
DPM diesel particulate matter
DTCS Dumbarton Transportation Corridor Study
DU dwelling unit
EIR Environmental Impact Report
EPA United States Environmental Protection Agency
EVA Emergency Vehicle Access
FBC Form Base Code
FEMA Federal Emergency Management Agency
FESA Federal Endangered Species Act
FTA Federal Transit Administration
GHG Greenhouse Gas
GWP global warming potential
HDR High Density Residential
HELIX HELIX Environmental Planning, Inc.

HFC hydrofluorocarbon
hp horsepower
HRA Health Risk Assessment
HVAC heating, ventilation, and air conditioning
Hz Hertz
IPCC Intergovernmental Panel on Climate Change
ISA International Society of Arboriculture
kHz kilohertz
kW kilowatt
kWhr kilowatt hour
LDN Day-Night sound level
LEQ time-averaged noise level
LID Low Impact Development
MBTA Migratory Bird Treaty Act
mg/m3 milligrams per cubic meter
mgd million gallons per day
MHDR Medium/High Density Residential
FMC Willow and Grand Park Project
v
MMRP Mitigation Monitoring and Reporting Program
mPa micro Pascal
mph miles per hour
MT metric tons
N2O nitrous oxide
NAAQS National Ambient Air Quality Standards
NO nitrogen oxide
NO2 nitrogen dioxide
NOX nitrogen oxides
NPDES National Pollution Discharge Elimination System
NRHP National Register of Historic Places
NSLU noise sensitive land use
NUSD Newark Unified School District
NWIC Northwest Information Center
O3 ozone
OHP Office of Historic Preservation
PA Planning Area
Pb lead
PEIR Program Environmental Impact Report
PFC perfluorocarbon
PI Plasticity Index
PJD Preliminary Jurisdictional Determination
PM10 particulate matter less than 10 microns
PM2.5 particulate matter less than 2.5 microns
ppm parts per million
PPV peak particle velocity
PRC Public Resources Code
Project FMC Willow Project
RMP Risk Management Plan
ROG reactive organic gas
ROW Right-of-Way
rpm revolutions per minute
RTP Regional Transportation Plan
RWQCB Regional Water Quality Control Board
SAA Streambed Alteration Agreement
SamTrans San Mateo County Transit District
SB Senate Bill
SCS Sustainable Communities Strategy
SF Square feet
SF6 hexafluoride
SFPUC San Francisco Public Utility Commission
SIP State Implementation Plan
SLF Sacred Lands File
FMC Willow and Grand Park Project
vi
SMHM Salt Marsh Harvest Mouse
SO2 sulfur dioxide
SOX sulfur oxides
Specific Plan Bayside Newark Transit Oriented Development Specific Plan SPL sound pressure level
SRA State Responsibility Area
STC Sound Transmission Class
SWL Sound Power Level
SWRCB State Water Resources Control Board
TAC Toxic Air Contaminant
TNM Traffic Noise Model
TOD Transit Oriented Development
TS Transit Station
USACE United States Army Corps of Engineers
USDOT United States Department of Transportation
USFWS United States Fish and Wildlife Services
USGS United States Geological Survey
UWMP Urban Water Management Plan
VdB vibration velocity decibels
VMT Vehicle Miles Traveled
VOC Volatile Organic Compound
WSA Water Supply Assessment
FMC Willow and Grand Park Project
vii

INITIAL STUDY INFORMATION SHEET

1. Project title: FMC Willow and Grand Park Project

2. Lead agency name and address: City of Newark
Community Development Department
37101 Newark Boulevard
Newark, CA 94560

3. Contact person and phone number: Art Interiano
(510) 578-4331

4. Project location: Northwest corner of the intersection of Willow Street and Enterprise Drive, Newark, CA 94560

5. Project sponsor’s name and address: The Willow Project Owner, LLC Attn: Glenn Brown
2603 Camino Ramon, Suite 480
San Ramon, CA 94583
(925) 984-7137

6. Current General Plan designation: Public-Institutional, Community Commercial, High Density Residential, Parks and Recreational
Facilities

7. Current Zoning: Business and Technology Park, Park

8. Current Bayside Newark TOD Specific Plan
land use designation:

Commercial/Retail, Commercial/Office, High
Density Residential, Transit Station, and Parks
and Recreational Open Space
FMC Willow and Grand Park Project
1 1.0 INTRODUCTION
The City of Newark (City) certified a Program Environmental Impact Report (PEIR) for the Bayside Newark Transit Oriented Development (TOD) Specific Plan (Specific Plan), formerly known as the Dumbarton TOD Specific Plan, in July 2011 (State Clearinghouse No. 2010042012). This Initial Study addresses a project proposed by The Willow Project Owner, LLC for property within the Bayside Newark TOD Specific Plan area, and whether it may cause significant effects on the environment. The potential environmental effects of the FMC Willow and Grand Park project are further evaluated to determine whether they were examined in the Specific Plan PEIR. Consistent with Public Resources Code (PRC) Section 21083.3 and State California Environmental Quality Act (CEQA) Guidelines Section 15162 and 15168(c)(2), this Initial Study focuses on any effects on the environment that are specific to the proposed FMC Willow and Grand Park project, or to the parcels on which the project would be located, which were not analyzed as potentially significant effects in the PEIR prepared for the Specific Plan, or for which substantial new information shows that identified effects would be more significant than described in the PEIR.

This Initial Study relies on State CEQA Guidelines environmental review procedures that allow for the updating and use of a previously certified PEIR for projects that are different from the previous project or the conditions under which the project was analyzed. The following subsections of Section 15164 of the State CEQA Guidelines state the following with respect to an addendum to a certified PEIR:
a) The lead agency or responsible agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in Section 15162 calling for preparation of a subsequent EIR have occurred. c) An addendum need not be circulated for public review but can be included in or attached to the final EIR or adopted negative declaration.
d) The decision making body shall consider the addendum with the final EIR or adopted negative declaration prior to making a decision on the project.
e) A brief explanation of the decision not to prepare a subsequent EIR pursuant to Section 15162 should be included in the addendum to an EIR, the lead agency’s findings on the project, or elsewhere in the record. The explanation must be supported by substantial evidence.

In accordance with State CEQA Guidelines Section 15164, this Initial Study has been prepared to document that the proposed project modifications do not require preparation of a subsequent EIR under Section 15162.

The environmental impacts of the proposed project are substantially similar to the project evaluated in the certified PEIR. As supported in the analysis contained in this Initial Study, there are no substantial changes proposed to the project which would result in any new significant environmental effects or a substantial increase in the severity of previously identified significant effects. There is no new information of substantial importance which was not known for the certified PEIR, and no new mitigation measures are necessitated by new significant impacts.

FMC Willow and Grand Park Project
2 None of the circumstances listed in State CEQA Guidelines Section 15162 requiring the preparation of a subsequent EIR are present, and only minor technical changes or additions are necessary to update the previously certified PEIR; therefore, an addendum may be prepared.

2.0 PROJECT BACKGROUND
The approximately 22.1-acre FMC Willow and Grand Park project site lies within the Specific Plan area which encompasses approximately 205 acres at the western edge of the City of Newark, CA. The Specific Plan area is generally bounded by the San Mateo County Transit District (SamTrans) railroad corridor to the north, on-going salt production and harvesting facilities to the south and west, and industrial and residential land uses to the east. A Final PEIR (State Clearinghouse No. 2010042012) was prepared and certified, and the Specific Plan was adopted by the City in 2011.

The Specific Plan allows for an adjustment of land uses within the Specific Plan area without necessitating a Specific Plan Amendment as long as the total gross acreage of a land use planning area does not change by more than 20 percent from the original gross acreage approved under the Specific Plan and the net increase of dwelling units does not exceed the total dwelling units permitted by the Specific Plan (2,500 units). The Specific Plan identifies the parcels and portions of parcels comprising the FMC Willow and Grand Park property as commercial (retail/office), high density residential, transit station, and parks and recreational open space. The Specific Plan planned for the development of up to 2,500 dwelling units (DU) and 35,000 square feet (sf) of retail/commercial. As of June 2022, a total of 2,171 DU and 3,600 sf of retail/commercial have been approved or are pending approval in the Specific Plan area, including the proposed FMC Willow and Grand Park project (see Table 1 below).

TABLE 1.

APPROVED/PENDING VS. PLANNED BUILDOUT OF SPECIFIC PLAN AREA Land Use Approved/Pending Units
Units Planned in
Bayside Newark Delta
Residential Dwelling Units
Single Family Homes 1,169 DU 168 DU +1,001 DU
Townhomes/Condos/Apartments 927 DU 2,332 DU -1,405 DU
Senior Housing 75 DU -- +75 DU
Total Dwelling Units 2,171 DU 2,500 DU -329
Retail/Commercial 3,600 sf 35,000 sf -31,400 sf
General Office 0 sf 195,000 sf -195,000 sf
Park 5 acres 5 acres 0 acres
Source: City of Newark 2021.

On January 24, 2019, the Newark City Council unanimously voted to rezone the 5-acre Grand Park site from Business and Technology Park (BTP) to Park (PK). The City required the construction and dedication of this park as a Condition of Approval (COA) for the 17.4-acre Harbor Pointe housing development (formerly known as the FMC Parcel C Project) that borders the Grand Park site to the west; that development was also covered under the Specific Plan PEIR. The rezoning was added to the consent calendar on February 14, 2019 for a second reading, and the City affirmed its approval. On January 25, FMC Willow and Grand Park Project
3 2019, the City filed a Notice of Determination (NOD) with the Alameda County Clerk stating that the City had approved the rezoning of the Grand Park site; a second NOD was filed on February 15, 2019, following the previous day’s council meeting, indicating that the City had approved the rezoning of the Grand Park site for a second time.

The majority of the 5-acre Grand Park proposed as part of the proposed FMC Willow and Grand Park project would be located on the land rezoned to PK as approved by the City in 2019 (described above).

However, while the size of the Grand Park would remain the same (5 acres), the proposed boundary of Grand Park has been adjusted as part of the proposed project, and, as currently proposed, it incorporates additional land on the eastern boundary that is designated as commercial/office by the Specific Plan and is currently zoned as BTP by the City. Therefore, the areas of the Grand Park site that are currently zoned for BTP would need to be rezoned by the City to allow for parks and recreational open space use, and this action is evaluated in this Initial Study.

Several technical studies used in preparation of the adopted PEIR have been incorporated into the analysis set forth in this Initial Study, as applicable, and as described further in Section 5, Previous Relevant Environmental Analysis. Additionally, the following FMC Willow and Grand Park project-specific technical reports, assessments, and surveys were used in preparation of this Initial Study and are hereby incorporated by reference:
• Tract 8559 – Vesting Tentative Map, FMC Willow and Grand Park, October 20, 2021, prepared by Carlson, Barbee & Gibson, Inc. (CBG 2021).
• Air Quality and Greenhouse Gas Emissions Technical Report, December 2021, prepared by HELIX Environmental Planning, Inc. (HELIX 2021a).
• Biological Resources Technical Report, December 2021, prepared by HELIX (HELIX 2021c). • Cultural Resources Assessment, December 2021, prepared by HELIX (HELIX 2021d). • Noise Assessment Technical Report, December 2021, prepared by HELIX (HELIX 2021b). • Due Diligence Geotechnical Investigation, FMC – Willow Parcel, Enterprise Drive at Hickory Street, Newark, California, August 22, 2018, prepared by Berlogar Stevens & Associates (BSA 2018).
• Trip Generation and Intersection Operations Analysis for the FMC Willow and Grand Park Project, November 2021, prepared by Fehr & Peers (Fehr & Peers 2021).

FMC Willow and Grand Park Project
4 3.0 DESCRIPTION OF PROJECT

3.1 PROJECT LOCATION
The proposed project site is located within the City of Newark in southwestern Alameda County, northwest of the intersection of Willow Street and Enterprise Drive. The proposed FMC Willow and Grand Park project would be located on the following six Assessor’s Parcel Numbers (APNs): 092-0100- 013, 092-0100-014, 537-0852-028, 537-0852-029, 537-0852-030, and 537-0852-031. The majority of the proposed project site is located in Sections 2 and 11, of Township 5 South, and Range 2 West of the U.S.

Geological Survey (USGS) 7.5-minute “Newark” quadrangle map (quad). The western portion of the site is unsectioned (unsurveyed). Refer to Figure 1 for the project’s regional location and Figure 2 for an aerial photograph of the project site that depicts the APNs of the associated properties.

3.2 PROJECT SETTING
The project site is a former industrial chemical plant that was active until the 1990s. Subject to years of soil remediation activities, the site is barren except for remnant cement pads and cement and asphalt roads. The project site is bordered by the SamTrans railroad corridor to the north, residential development to the west, Enterprise Drive and planned mixed use developments to the south, and Willow Street to the east. The Hetch Hetchy pipeline right-of-way (ROW), owned and operated by the City and County of San Francisco Public Utility Commission (SFPUC), transects the project site (see Figures 3 and 4 for the site plan and design). Part of the Don Edwards San Francisco Bay National Wildlife Refuge is approximately 1,000 feet northwest of the project site, on the other side of the existing SamTrans railroad tracks. The surrounding land uses are characterized by existing and former industrial parcels, railroad, and residential and mixed-use development.

Terrain in the project site and surrounding area has been altered by industrial development, and most existing topographic relief is the result of fill for the railroad and industrial pads, excavation of artificial basins and channels, and diking of tidelands. The project site consists of leveled industrial pads, asphalt roads, and railroad embankments. Terrain in the area surrounding the project site is primarily flat.

Elevations on the project site are between approximately 9 feet and 12 feet (NGVD29) from west to east. Precipitation and municipal water are the sources of water at the project site.

The project site contains no natural biological communities. Following extensive soil remediation that included the export of contaminated soils and import of clean fill, the majority of the site is disturbed but is vegetated by weedy species typical of the region.

3.3 PROPOSED FMC WILLOW AND GRAND PARK PROJECT
The proposed project would redevelop the 22.1-acre site into a 370-unit multi-family community including a mixed-use area of 3,600 square feet (sf) of retail, a club room, a fitness center, and 90 affordable units (plus 1 manager unit), a 5-acre community park (Grand Park), and a 1,485-sf community building, along with approximately 1.8 acres set aside for a future transit station. The proposed residential land uses on-site would be medium density residential (14-30 DU/acre). The project would also provide a 20-foot-wide trail corridor, containing a 12-foot-wide multi-purpose trail, that runs along the northwest boundary of the project site and curves to the south, transecting the Grand Park, to avoid pedestrian crossing of the Hetch Hetchy ROW. At the intersection with Enterprise Drive, the trail FMC Willow and Grand Park Project
5 corridor reduces to a 12-foot-wide corridor and continues east along the north side of Enterprise Drive and curves north up Willow Street along the project site frontage. It is anticipated that the proposed trail would be eligible to be part of the regional San Francisco Bay Trail, a bicycle and pedestrian trail that will eventually allow continuous travel along the shoreline of San Francisco Bay.

The Hetch Hetchy ROW is a 100-foot-wide corridor that transects the project site. Approximately seven (7) acres of the project site are north of the Hetch Hetchy ROW, and approximately 15 acres of the project site are south of the Hetch Hetchy ROW. No aboveground development would occur within the Hetch Hetchy ROW; however, a 12-inch water line and 24-inch storm drain line would be installed underground and cross the Hetch Hetchy ROW.

Additional proposed site improvements include the following: on- and off-street parking, open space and common areas, drive aisles, underground utilities, Low Impact Development (LID) drainage and water quality treatment structures, lighting, sidewalks, and landscaping. Refer to Figure 3 for the site plan and Figure 4 for the site design elements.

The proposed project would require a Specific Plan Amendment from Commercial/Retail, Commercial/Office, High Density Residential, Transit Station, Parks & Recreational Open Space to Commercial Mixed Use, Medium/High Density Residential, Transit Station, Restricted Use Areas, and Parks & Recreational Open Space. It would also require a General Plan Amendment from Community Commercial, High Density Residential, Parks and Recreational Facilities, and Public Institutional to Medium Density Residential, Commercial Mixed Use, Public Institutional, and Parks and Recreational Facilities. A Zoning Map Amendment would also be needed to rezone the site from Business and Technology Park and Park to Medium Density Residential - Form Based Code, Commercial/Mixed Use - Form Based Code, Transit Station, Public Facilities, and Park.

The residential and commercial components of the proposed project are split into four (4) planning areas that are described in detail below. Refer to Figure 4 for the site design plan that depicts the project planning areas.

Planning Area 1
Planning Area 1 (PA1) is located north of the Hetch Hetchy ROW, south of ‘G’ Street, and west of the Willow Street frontage, and proposed for commercial mixed-uses, including high density residential development. PA1 would consist of a mixed-use building that would include 3,600 sf of mixed-use retail space and 90 affordable living units plus 1 manager unit on approximately 1.6 acres. The sizes of the apartment units would range between 574 to 1,060 sf and four floor plan options would be available for the affordable units. The affordable units would be deed restricted in accordance with the terms of the Affordable Housing Agreement amongst the applicant and the City of Newark.

The 6-story mixed-use building is proposed to have retail and parking on the first floor, residential, residential amenities, and retail on the second floor, and all residential on the third floor and higher.

Net density for PA1 would be approximately 56.9 DU per acre.

ALAMEDA
COUNTY

SAN MATEO
COUNTY

SANTA CLARA
COUNTY
Palo Alto San Jose
East Palo Alto
Menlo Park
Sunnyvale
Mountain View
Los Altos
Santa Clara
Hayward
Redwood City
Newark
Union City
Fremont
Stanford
Sunol
Figure 1
Vicinity Map
S:\PROJECTS\I\IntegralCommunities_00357\IPQ-37 Willow\GIS\MXD\Fig1_Vicinity.mxd IPQ-28.29.30.31 5/14/2021 - johnd Source: Base Map Layers (Esri, USGS, NGA, NASA) K
FMC Willow and Grand Park
0 2 Miles

ALAMEDA

CONTRA COSTA
MARIN
MERCED
NAPA
SAN

FRANCISCO

SAN JOAQUIN
SAN
MATEO

SANTA CLARA

SANTA CRUZ
SOLANO
SONOMA

STANISLAUS

PROJECT SITE

PROJECT SITE
?E84
?E238
?E237
?E82
§¨¦880
§¨¦680 Willow Street
£¤101
Figure 2
Aerial Map
Source: Base Map Layers (DigitalGlobe 2019); Data (Alameda County 2021) K
FMC Willow and Grand Park
0 250 Feet
Parcel Boundaries
Project Site
Document Path: S:\PROJECTS\I\IntegralCommunities_00357\IPQ-37 Willow\GIS\MXD\Aerial_Feb6_2020.mxd SamTrans Tracks
Enterprise Drive
Willow
Street
Hickory Street
APN 092-100-13
APN 537-852-29
APN 537-852-30
Hetch Hetchy Right-of-Way
APN 537-852-31
APN 537-0852-28
APN 092-100-14
FMC Willow and Grand Park
\\folsomdc2\vol4\PROJECTS\I\IntegralCommunities_00357\IPQ-37 Willow\GIS\InDesign\Fig3_20210531.indd Site Plan
Figure 3
Source: Urban Arena 2022
1111a'f'79
I 13", 1-436 ,,, I I .
, I
I
I
I
I
I
I
I
I I I;
I I I I I :
' I :
157
158
'-. ,,�
,,
,, ,, ,,
"-{, �
\ � i ------�- -
---

SAN MATEO TRANSIT DISTRICT
APN 537-0551-020-0D
'
.

DISTRICT
... �6' '="--- -� - • � --------------- - - - - APN 537-0551-019-0D &p � t;j
7' RETAINING WALL l'IITH "� TUBE STEEL FENCE
,,
'"'n Q _,.;": r.f " � ""rr-) "' )
2 (UNITS 7-14)
EL LINE P PARCEL MAP 110
.....
••••••...... - -" • ·--�·- '--! ~ "cf::: . . . . . . . . . . - . . . - . . . . . . . . . . . . . . . . . . :::::::::::::::::::::::... 111111 :
1 .::::::::::::::::::::::::::: 111111 .

I
.:::::::::::::::::::::::::::: 111111 :

I
::::::::::::::::::::::::::::: 111111 :
1 I
/•"" GRAND:::::::::::::::: 111111 -:
f.li:::::: PARK : : : :,:::,:
: 1\UJJ I Ill:::::::::::::::::::::::::::::: 19.2' '1�::::::::::::::::::::::::::::::: I.\ •...•......................... .. ' ......................... .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . :,. ............................ : . : : : : : : : : : : : : : : : : : : : : : : : : : : : : : ........................ t�. . :.:_::::::::::::::::::::: �',
"--.__ ................... .............
��--�· '----'-"7'
OC,:::0==30•;:,::
·� --:;.
,.._,,,.. ,
;;c: .. l--· .
' ,_ ..:e �� • .---.--....
- . ...
...
..... ... �_,___ ·······,< ··········· .-;-... ••····:--· . --..�,---<�� -��· --.---

HARBOR POINTE
I 66
I 68
•
=
' 177
180
� r' . � _,,._/ --___/../
I I I I 1 1 10 \ 1 1
1 �TS 5�-60) 1
1 I 8 I 185
182 186
184.
8' MASONRY SOUN
ON 3-4' RETAINING
27'
ROW
C
SIGHT TRIANGLE PER CITY OF NEWARK ---t-Jt-·STANDARD DETAIL \
,,; /qJ
I I. ' '-0 ' '
..... ,--.' � ' . 7�
'c.f/{5 ,1-I/.J
7' RETAINING WALL WITH

STEEL FEN
/ 16/-,�/ UNITS 103-112) ,' ,'
�""' i
) <-:-:-:
vt-�-,- ��fii=:��ifl:t 1 -c
(UN
�1�
�
T
�
s
c-llh�1-J!/Ts
18 26-129) 130-136) 119-125) u::
t
(UN1TSl
�07-215)
29 "' (UNITS 197-2
�
I�� - ----"otJ
I 38 j (UNITS , 251-255)
COURT'9

PARCELE
8' MASONRY SOUNDWALL
ON 2-3' RETAINING WALL
-

14.7'

EXISTING RAILROAD TRACKS
FORMER P 4 STORAGE AREA .. -.... �
--

PARCELF

FUTURE TRANSIT

STATION PARCEL

1.61 GROSS ACRES

1.80 NET ACRES
(INCLUSIVE OF PARCEL Q PAE)
- 2-3' RET�NING WALL WITH.\" 6' TUBE STEEL FENCE .1,:,-c' .1, r
�--------- .� /.1,6' ��;!!
21 (UNITS
137-143)- 4.5' I
l
e.-.. , -. G. . ...
- p L i:P•"-s=\=,
'B' STREET en
C:e'f- 50-12.7'
,·

4.5'
27 TS 1 8-187)
- ·--·-·-·-·5;
-·-·-·-·-·-·-·-·-·-·-·-·-·6'cf) ·Ll") - ,n o'f O -------G 0 \

ENTERPRISE
65 -7 I
DRIVE
•.
(PUBLIC)
------�: -
�-"'?
--------...,.-
APPROXIMATE --c.i -LOCATIONS ,-r- -sVEMENT RESTO�ATION,-- --- -- � ,/L,9

RESULTANT

PARCEL A

NEWARK PARCEL C

PROJECT OWNFR, LLC
1;;.,
'
0 I.
,,
,
0 '"" PROPOSED .<s ,
1 MEDIAN
�"6
I __.,-2
\
I
SIGHT TRIANGLE PER !ca CITY OF NEWARK STANDARD DETAIL
PUBLIC

ROW DEDICATION BY OTHERS
\ ULnMATI. ROW 1
� I
I
I
I
I ' r
I
I
I
I
1,
I
I

HT TRIA ITY OF NEWARK STANDARD DETAIL
,,_ \�L :,. "t - WAY EASEMENT TD BE VACATED E
\L' _JI
I I I
I, _J_
c
r'
FMC Willow and Grand Park
\\folsomdc2\vol4\PROJECTS\I\IntegralCommunities_00357\IPQ-37 Willow\GIS\InDesign\Fig4_20210531.indd Site Design
Figure 4
Source: Urban Arena 2022
-
-
-
-
-- -• ,_, -- -----
-
----
.. "::<
-c
�
c
-,_.,-.f -----
---
FUTURE
T.O.D.
•

PARCEL F '

TRANSIT STATION) '
1111 II 1111
1 ,-
7 I
I
I
I
.,.,., �-�
'
I-w
w '
O::'. IU1
t5 i '"""1'"""1 1-Is
I
�
I ... ...�
I
llllll
�lll
r . !J1 ·�
FMC Willow and Grand Park Project
6 Planning Area 2
Planning Area 2 (PA2) is in the northern portion of the project site adjacent to the Hetch Hetchy ROW, west of the proposed transit station and proposed for medium density residential development. PA2 would provide 64 UA Stack units in thirteen buildings. The buildings would be located on 3.6 acres and achieve an overall density of 17.8 DU per acre. Five floor plan options would be available for the units in this medium density neighborhood.

Planning Area 3
Planning Area 3 (PA3) is in the southern portion of the project site along the Enterprise Drive frontage, west of Willow Street and east of Hickory Street and proposed for medium density residential development. PA3 would provide 123 UA Split units in sixteen buildings. The buildings would be located on 5.4 acres and achieve an overall density of 22.8 DU per acre. There would 45 units along Enterprise Drive that feature four-story architecture, and 78 three-story units that would not be along the Enterprise Drive frontage. Seven floor plan options would be available for the units in this medium density neighborhood.

Planning Area 4
Planning Area 4 (PA4) is in the southern portion of the project site, east of Hickory Street and proposed for medium density residential development. PA4 would provide 92 three-story townhouse style units on 4.5 acres and achieve an overall density of 20.4 DU per acre. Three floor plan options would be available for the units in this medium density neighborhood. This area also includes the 1,485-sf community building (the Hub Clubroom), which would be located along the eastern edge of the Grand Park.

Grand Park
The 5-acre Grand Park is in the western portion of the project site and extends from Enterprise Drive to the south to the SamTrans railroad corridor to the north. The park would include a variety of amenities, including landscaped areas, bicycle parking, open space for recreation, walking paths that connect to the San Francisco Bay Trail that runs along Enterprise Drive to Willow Street, a sports field, small and large dog parks, a restroom and drinking fountains, a gazebo, a seating area for weddings, wildflower gardens and retention basins, trash receptacles, lawn games, lighting features, and a variety of other seating areas. A park access road with designated parking spaces and a vehicle turnaround runs roughly north/south through most of the park.

Transit Station
The proposed project would dedicate 1.8 acres of land that would be reserved for a Transit Station until an official City decision is made regarding the development of a Transit Station. When combined with other adjacent land parcels identified in the Specific Plan, this 1.8 acres would satisfy acreage requirements for the Transit Station identified in the Specific Plan. The proposed project would include the construction of a two-lane entrance road off Willow Street that would provide access to the Transit Station area and construction of interim improvements to the Transit Station parcel.

FMC Willow and Grand Park Project
7 Landscaping
The project proposes a landscaping plan that includes ornamental trees, shrubs, and groundcover. The conceptual landscaping design concentrates plantings along perimeter of the project site, along proposed neighborhood roadways, and around the parking areas. Less than 30 percent of landscaped area would include paved or graveled surfaces, and less than 25 percent of landscaped areas in both the residential portion and Grand Park would be turf. All proposed street trees would be a minimum 24-inch size box and provided in between every six (6) parking spaces. At least 10 percent of the parking lot area for the commercial mixed use would be landscaped. The proposed project would implement Bayfriendly landscaping practices in accordance with the City’s municipal code including, but not limited to, using mulch, amending soil with compost before planting, reducing and recycling landscaping waste, planting native drought tolerant plants, minimizing lawn areas, and installing weather-based irrigation controllers.

Circulation
Vehicular Access/Street Design
Planning Areas 1 and 2 would be accessible directly from one access point along Willow Street. A twolane entrance road and system of interior roads and alleyways would provide vehicular access and circulation throughout the proposed development, north of the Hetch Hetchy ROW. A 45-foot radius eccentric cul-de-sac would be constructed at the terminus of the public portion of the proposed ‘G’ street which terminates east of PA2 and south of the Transit Station area. The cul-de-sac has been designed to accommodate the entry and exit of buses and emergency vehicles. West of the cul-de-sac, ‘G’ street would continue as a private driveway to access PA2.

Planning Areas 3 and 4, including the community building adjacent to the Grand Park, would be accessible directly from two access points along Enterprise Drive in the southern portion of the project site. The proposed project includes the extension of Hickory Street north of Enterprise Drive to access those planning areas in the southern portion of the project site. No roads, bridges, or paths would be constructed to cross the Hetch Hetchy ROW. One additional access point would be constructed along Enterprise Drive to allow direct access from Enterprise Drive to the proposed Grand Park. See Figures 3 and 4 for the site plan and design elements.

Parking
The City requires 2 off-street, covered parking spaces with 0.5 guest parking spaces per townhouse unit;

1.5 parking spaces per 1 bedroom unit and 2 parking spaces per 2-3 bedroom unit be provided for affordable units; and 3 parking spaces per 1,000 sf greater than 5,000 sf be provided for the retail space.

The proposed project would construct 370 residential units (90 affordable units, 1 manager’s unit, and 279 townhouse units) and 3,600 sf of retail, requiring 861 parking spaces. Due to the project’s proximity to the Transit Station, the project applicant is seeking a 20 percent reduction in the required parking spaces. The project applicant is also seeking a density bonus incentive to reduce the number of required parking spaces for the affordable units to be 1 parking space per affordable unit. If approved by the City, the required parking spaces for the project would be reduced to 649 spaces.

FMC Willow and Grand Park Project
8 In PA1, which includes the 90 affordable units plus 1 manager unit and 3,600 sf of retail, 163 parking spaces are required. The proposed project would provide 50 parking spaces within the proposed parking garage, 41 uncovered affordable unit parking spaces within the parking lot adjacent to the west of the mixed-use building, and 18 uncovered retail parking spaces for a total of 109 parking spaces.

Of the 630 parking spaces proposed to be provided for the 279 market-rate, townhouse units in PAs 2, 3, and 4, 558 parking spaces would be off-street garage parking spaces; 40 would be on-street in-tract parking spaces; and 32 would be on-street off-site parking spaces.

A total of 739 parking spaces are proposed to be provided which is 122 parking spaces less than required but 90 parking spaces more than required with City approval of the 20 percent parking reduction requested due to the project’s proximity to the Transit Station and density bonus incentive for the affordable units. A Minor Use Permit would be required to allow for a parking reduction.

Pedestrian Circulation
Sidewalks would be provided along the Enterprise Drive and Willow Street frontages. A system of sidewalks would be provided throughout the project development and each unit would have direct access to a short walking path that connects to the internal sidewalk system. The proposed project would include walkways and crosswalks that would lead to the Transit Station area via Enterprise Drive and Willow Street and connect to off-site sidewalks along the south side of Enterprise Drive.

Fire Access
The minimum width available for driving or turning movements throughout the project site would be 21 feet in the courts throughout the development. The neighborhood streets would be at least 27 feet wide. The project roadway and neighborhood design meet City standards and would provide adequate turning radii and drive areas for fire engines and other emergency vehicles.

Infrastructure
Grading and Drainage
The entire 22.1-acre project site would be disturbed during site preparation and grading. In preparing the site for construction, approximately 42,000 sf of concrete and 296,000 sf of asphalt remaining on the project site would be demolished and removed. Any remaining debris and vegetation within the area to be disturbed would be cleared, and the site would be graded. Site grading and preparation would produce approximately 22,100 cubic yards of cut, although approximately 99,800 cubic yards of fill would be required. Therefore, approximately 77,700 cubic yards of clean soil would be imported to attain the minimum elevation for lots required by the City of Newark. Imported fill material will be subject to an evaluation by a Geotechnical Engineer prior to its use, and the properties of the soil with respect to corrosivity will also be evaluated.

Existing conditions at the project site include approximately 338,000 sf of concrete and asphalt, and the project site is currently considered to be 63.8 percent pervious pre-project. After project construction, approximately 74.6 percent of the project site would be developed with impervious surfaces, consisting of building foundations, parking lots, and paved areas. Approximately 25.4 percent of the site would be FMC Willow and Grand Park Project
9 pervious areas that include the drainage management areas (DMAs), natural self-treating areas, and other green areas. The project site would be graded to achieve 0.5 to two percent slope. Manufactured slopes would be constructed with a maximum 2:1 gradient.

A portion of the project site along the western boundary is within a mapped Federal Emergency Management Agency (FEMA) 100-year Special Flood Hazard Area, Zone AE with a base flood elevation of 11 feet (NAVD 88) (or 8.24 feet NGVD 29) (FEMA 2021). The proposed project design conforms with associated applicable City requirements for construction in flood hazard areas, which require that: (1) residential structures should be elevated to or above the base flood elevation or to a minimum of six inches above the building pad which shall be at a minimum elevation of 11.25 feet (NGVD 29) and (2) the top of curb grades for new residential streets within the noted AE Zone exhibit a minimum elevation of 10 feet (NGVD 29). Based on the noted requirements and related project design conformance, all developed portions of the project site would be elevated above the mapped 100-year floodplain.

An LID storm drain system comprised of bio-retention areas, curbs and gutters along the roadways, and underground storm drainpipes would be installed as part of the proposed project storm water management plan (CBG 2021). The grading described above would delineate the site into 50 DMAs with approximately 23,024-sf of bioretention treatment areas proposed within the project site.

Water Supply
The Alameda County Water District (ACWD) would supply water to the proposed project, as described in the Specific Plan PEIR and the associated Water Supply Assessment. Twelve-inch diameter water mains would be installed throughout the northern and southern portions of the development and cross the Hetch Hetchy ROW underground within the existing utility easement. The proposed 12-inch water main in the northern portion of the development would tie into the existing 12-inch water main in Willow Street and in Enterprise Drive from Court 4 in the southern portion of the development. However, the final determination of the proposed water line sizes would come from ACWD during their plan check review. The ACWD indicated in the adopted Water Supply Assessment for the Specific Plan PEIR that demand associated with the Specific Plan would be consistent with its planning assumptions and is included in its forecast and water supply planning (ACWD 2010).

Sanitary Sewer
The Union Sanitary District would provide sanitary sewer service for the project site. Eight-inch diameter sanitary sewer lines would be installed in the main and ancillary roadways throughout the project site, and wastewater would gravity-flow off-site to the east. The proposed sewer lines in the southern portion of the project site would connect to an existing 10-inch sewer main in Enterprise Drive (which eventually connects to an existing 36-inch sewer main in Willow Street), and the northern portion of the proposed project would connect directly to the existing 36-inch gravity sewer main in Willow Street, which ultimately connects to additional existing gravity mains and flows to the Newark Pump Station near the northwest corner of the Specific Plan area. Wastewater from the Newark Station is then pumped approximately 5 miles to the north to the Alvarado Treatment Plant.

FMC Willow and Grand Park Project
10 Construction and Phasing
The project would be constructed in two phases. Phase 1 would consist of the construction of PA1, PA2, PA3, 66 DU in PA4, and the community building (3,600 sf of retail, 344 residential DU, and 1,485 sf community building). Construction of Phase 1 would commence in April 2023 and be completed in approximately 30 months (September 2025). Phase 2 would consist of the remaining 26 DU in PA4 and the Grand Park. Construction of Phase 2 would commence with grading as early as August 2023 and is anticipated to be complete by December 2025 but could be completed as early as October 2025 (27 months). Phase 2 construction activities would overlap the Phase 1 construction activities.

Approximately 12,680 tons of old asphalt and concrete (338,000 sf) would be exported during site preparation and approximately 77,700 cubic yards of soil would be imported during grading (total grading approximately 22,100 cubic yards of cut and 99,800 cubic yards of fill) to raise the building pad elevations.

Environmental Remediation and Mitigation
The project site has a history of soil and groundwater contamination associated with previous industrial land use, as chemicals were manufactured and stored on-site from 1942 to 1995. The previous land use resulted in adverse impacts to the site’s soil and the groundwater beneath the site.

Soil Remediation
Soil remediation on the project site began in 2002 in a small area in the northeast corner of the project site containing phosphorus impacted soils. Remediation in this area involved isolation using an asphalt cap (P4 Cap). Soil remediation continued in May of 2015 in accordance with Work Order No. R2-2015- 0017 by the San Francisco Regional Water Quality Control Board (RWQCB). Following soil removal activity and P4 cap construction, FMC Corporation submitted a Risk Management Plan (RMP) to the RWQCB in August of 2019 (ERM 2019). The RMP was developed to manage and set procedures for any unexpected threats from soil or groundwater during future site development. The RMP provides for long term protection, inspection, monitoring, and maintenance of the P4 Cap. The RMP was approved in September of 2019 (SWRCB 2020). In December of 2019, the asphalt cap was removed and replaced by a reinforced concrete cap. The new cap, which consists of an 8-inch steel-reinforced concrete cap installed over 24-inch minimum compacted subgrade material and a witness layer, was completed in January 2020 (ERM 2021). FMC, the former property owner of the Willow area, is responsible for site investigation and remediation prior to turning over portions of the site to new owners. FMC is responsible for ensuring that the inspections, maintenance, and reporting required in the operations and maintenance plan are completed by qualified personnel.

Remediation of soils on the remainder of the project site was completed between August 2019 and November 2019, in which all excavated areas were backfilled with approved clean imported material to grades specified in approved workplans. A letter from the RWQCB dated November 27, 2019, stated that concentrations of chemicals in soils at the Willow Parcel soils had reached acceptable risk based cleanup levels and no further remedial action was necessary within the Willow Area (RWQCB 2019).

Remediation of soils on the previously approved Grand Park portion of the project site was conducted between January and October 2020. FMC Corporation submitted a Soil and Shallow Groundwater FMC Willow and Grand Park Project
11 Remedial Action Completion Report – Phase 1 Area to the San Francisco Bay RWQCB on February 5, 2021, that addressed the Grand Park area (referred to as the Park Redevelopment Area) in the report.

The report requests that the San Francisco Bay RWQCB approve the completion of the Phase 1 Area work and issue a No Further Active Remediation for soil letter for this portion of the project site. The San Francisco Bay RWQCB issued a Report Acceptance letter on April 16, 2021, stating that the agency has no concerns with the remedial activities that were performed but prefers not to make a formal determination on further remedial action until all remedies for the Park Redevelopment Area are complete (SWRCB 2021). Soil remediation activities within the Park Redevelopment Area are ongoing.

Groundwater Remediation
FMC Corporation submitted a Shallow Groundwater Interim Remedial Action Completion Report to the San Francisco Bay RWQCB on June 1, 2020, for the FMC Willow portion of the project site (ERM 2020).

Based on the documentation presented in the report, FMC requested that the RWQCB approve the Interim Remedial Action Completion Report and concur that the shallow groundwater Interim Remedial Action is complete for the affected area (including the FMC Willow portion of the project site).

Groundwater remediation activities in the Willow and Park Redevelopment areas are ongoing.

FMC Willow and Grand Park Project
12 4.0 REQUIRED APPROVALS
A listing and brief description of the regulatory permits and/or approvals required to implement the FMC Willow and Grand Park Project are provided below. This environmental document is intended to address the environmental impacts associated with the following discretionary actions and approvals:

City of Newark
• Design Review
• Specific Plan Amendment from Commercial/Retail, Commercial/Office, High Density Residential, Transit Station, Parks & Recreational Open Space to Commercial Mixed Use, Medium/High Density Residential, Transit Station, Restricted Use Areas and Parks & Recreational Open Space.
• General Plan Amendment from Community Commercial, High Density Residential, Parks and Recreational Facilities, and Public Institutional to Medium Density Residential, Commercial Mixed Use, Public Institutional, and Parks and Recreational Facilities. • Zoning Map Amendment from Business and Technology Park and Park to Medium Density Residential - Form Based Code, Commercial/Mixed Use - Form Based Code, Transit Station, Public Facilities, and Park.
• Vesting Tentative Subdivision Map
• Density Bonus Incentive
• Minor Use Permit for parking reduction.
• Consideration of the Environmental Document: The Newark City Council will act as the lead agency as defined by CEQA and will have authority to determine if the environmental document is adequate under CEQA and the State CEQA Guidelines.
• Project Approval: The Newark City Council will consider approval of the project and the entitlements described above.

Agencies
• ACWD: Site plan review of proposed water infrastructure. • San Francisco Bay Regional Water Quality Control Board (RWQCB):
o No Further Remedial Action for soil and groundwater for the Park Redevelopment Area. o No Further Remedial Action for groundwater for the Willow Redevelopment Area. • USD: Site plan review of proposed wastewater infrastructure.

FMC Willow and Grand Park Project
13 5.0 PREVIOUS RELEVANT ENVIRONMENTAL ANALYSIS
A PEIR was prepared for the Specific Plan, pursuant to the 1992 City of Newark General Plan. The Specific Plan required that the General Plan be amended to incorporate the proposed Specific Plan and its allowable land uses, development regulations, design guidelines, and infrastructure improvements.

The City adopted an updated General Plan in December 2013 and the Final PEIR (State Clearinghouse No. 2013012052) addressing the General Plan was published in October 2013. These documents have incorporated the Specific Plan, of which the FMC Willow and Grand Park project is included. The Specific Plan PEIR evaluated the potential impacts of the implementation of the entire Specific Plan, including the development of the FMC Willow and Grand Park project site.

Incorporation of the Previous Relevant Environmental Analysis The EIRs for the City of Newark 2013 Draft Updated General Plan and the Specific Plan are comprehensive documents. These documents provide important context to understanding the environmental analyses that have occurred to date with respect to development in the City of Newark and Specific Plan, therefore, both documents are hereby incorporated by reference pursuant to State CEQA Guidelines Section 15150.

Evaluation of the FMC Willow and Grand Park Project
This Initial Study evaluates whether the environmental effects of the currently proposed FMC Willow and Grand Park project were adequately addressed in the Specific Plan PEIR. For impacts that were adequately addressed, this IS provides a cross-reference to the relevant discussion in the PEIR. Impacts specific to the FMC Willow and Grand Park project that were not fully addressed in the Specific Plan PEIR are evaluated in detail in this document. This Initial Study also identifies whether changes have occurred to the project or circumstances since the PEIR was certified that require additional analysis in this document.

In January and February 2019, the City Council approved a zoning amendment to rezone the previously proposed, 5-acre Grand Park site from Business and Technology Park (BTP) to Park (PK). With the approval of this project, the easternmost boundary line of the proposed park site would be shifted farther east as part of the proposed FMC Willow and Grand Park project while its northeastern corner would be adjusted to the southwest, and the total size of the proposed Grand Park would remain at five acres. Therefore, the areas of the Grand Park site that are currently zoned for BTP would need to be rezoned by the City to allow for parks and recreational open space use and that action is evaluated in this Initial Study.

Mitigation measures contained in the Bayside Newark TOD Specific Plan Mitigation Monitoring and Reporting Program (MMRP) relevant to the proposed project have been identified and summarized in this Initial Study and are included in Appendix A.

FMC Willow and Grand Park Project
14 6.0 ENVIRONMENTAL FACTORS POTENTIALLY

AFFECTED
The environmental factors checked below would be potentially affected by this project, involving at least one impact that may require mitigation to reduce the impact from “New Significant Impact” to “Less than Significant with Project-level Mitigation Incorporated” as indicated by the checklist on the following pages.

An Initial Study is conducted by a Lead Agency to determine if a project may have a potentially significant effect on the environment (CEQA Guidelines Section 15063). An EIR must be prepared if an Initial Study indicates that further analysis is needed to determine whether a significant impact will occur or if there is substantial evidence in the record that a project may have a significant effect on the environment (CEQA Guidelines Section 15064(f)).
 Aesthetics  Agriculture/Forestry
Resources
 Air Quality
 Biological Resources  Cultural Resources  Geology/Soils  Greenhouse Gas Emissions  Hazards/Hazardous
Materials
 Hydrology/Water Quality
 Land Use/Planning  Mineral Resources  Noise
 Population/Housing  Public Services  Recreation
 Transportation  Utilities/Service Systems  Mandatory Findings of Significance
FMC Willow and Grand Park Project
15 7.0 DETERMINATION
On the basis of this initial evaluation:
 I find that the proposed project COULD NOT have a significant effect on the environment, and an ADDENDUM will be prepared.
 I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because revisions in the project have been made by or agreed to by the project proponent. A MITIGATED NEGATIVE DECLARATION will be prepared.
 I find that the proposed project MAY have a significant effect on the environment, and an environmental impact report is required.
 I find that the proposed project MAY have a “potential impact” or “potentially significant unless mitigated” impact on the environment, but at least one effect I) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that remain to be addressed.
 I find that although the proposed project could have a significant effect on the environment, because all potentially significant effects (a) have been analyzed adequately in an earlier EIR pursuant to applicable standards, and (b) have been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation measures that are imposed upon the proposed project, nothing further is required.

Signature Date
Printed Name: For:

FMC Willow and Grand Park Project
16 8.0 ENVIRONMENTAL INITIAL STUDY CHECKLIST
Pursuant to CEQA Guidelines Section 15162, responses to the following questions and related discussion indicate if the proposed project will have or will potentially have a significant adverse impact on the environment, either individually or cumulatively with other projects. All phases of project planning, implementation, and operation are considered. Mandatory Findings of Significance are discussed in Section 8.XVIII below.

A. “New Significant Impact” is appropriate if there is substantial evidence that an effect may be significant that was not previously identified as a significant impact in the Specific Plan PEIR. If there are one or more “New Significant Impact” entries when the determination is made, an EIR is required.

B. “Less Than Significant with Project-level Mitigation Incorporated” applies where the incorporation of project-level mitigation measures (not including mitigation measures identified in the Specific Plan PEIR) are required to reduce an effect from “New Significant Impact” to a “Less Than Significant Impact.” The lead agency must describe the mitigation measures and briefly explain how they reduce the effect to a less than significant level.

C. “Less Than Significant Impact” applies where the project creates no significant impacts, only less than significant impacts.

D. “No New Impact” applies where a project does not create a new significant impact or result in a substantial increase in the severity of the impact identified in the Specific Plan PEIR for that category. Applicable mitigation measures from the Specific Plan PEIR will be cross-referenced and applied as appropriate.

FMC Willow and Grand Park Project
17 I. AESTHETICS
New
Significant
Impact
Less Than
Significant
with Projectlevel
Mitigation
Incorporated
Less Than
Significant
Impact
No New
Impact
Except as provided in Public Resources Code Section 21099, would the project:
a) Have a substantial adverse effect on a scenic vista?     b) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway?
   
c) Substantially degrade the existing visual character or quality of the site and its surroundings?    
d) Create a new source of substantial light or glare which would adversely affect day or nighttime views in the
area?
   
Environmental Setting
The project site is vacant following soil remediation that removed industrial contaminants that were remnants of prior uses. Terrain on the project site and surrounding area has been altered for industrial development, and most existing topographic relief is the result of fill for the railroad and industrial pads, excavation of artificial basins and channels, and diking of tidelands. The project site consists of leveled industrial pads, asphalt roads, and railroad embankments. Elevations on the project site are between approximately nine feet and twelve feet (NGVD29) from west to east. Terrain in the area surrounding the project site is primarily flat.

The project site is bordered by the SamTrans railroad corridor to the north, the approved Harbor Pointe residential development to the west, Enterprise Drive and planned mixed use developments to the south, and Willow Street to the east. The Hetch Hetchy pipeline ROW, owned and operated by the SFPUC, transects the project site (see Figures 3 and 4 for the site plan and design). Part of the Don Edwards San Francisco Bay National Wildlife Refuge is approximately 1,000 feet northwest of the project site, on the other side of the existing railroad tracks. The surrounding land uses are characterized by existing and former industrial parcels, railroad, and mixed-use development.

Due to the relatively flat terrain and few trees bordering the site, the site is within the viewshed of the nearby residential areas and motorists on Willow Street, Enterprise Drive, and Hickory Street. However, views of the project site are currently screened by chain link fencing with slats. Additionally, vacant lots that lie between the project site and existing residential development are planned for development within the Specific Plan area.

Impacts and Mitigation Measures from the Bayside Newark Transit Oriented Development Specific Plan Certified PEIR
Visual resources (i.e., aesthetics) are discussed in Chapter 4.1 of the PEIR prepared for the Specific Plan (RBF 2011). The PEIR concluded that construction of the project would alter the existing views by FMC Willow and Grand Park Project
18 replacing primarily vacant, disturbed land with urban development, but the development would be consistent with the character of the surrounding development. Further, the Specific Plan contains Site and Architecture Design Guidelines intended to achieve a mixed-use community with a consistent quality and distinct sense of space. Development in the Specific Plan area would be required to comply with the development regulations and design guidelines contained in the Specific Plan to ensure that the development is of quality design and is consistent with the City of Newark 2013 Draft Updated General Plan. No impacts relating to visual resources/aesthetics were identified in the PEIR, and therefore no mitigation measures were required.

Evaluation of Aesthetics
a) Have a substantial adverse effect on a scenic vista? No New Impact. Neither the project site, nor views to or from the project site, have been designated as an important scenic vista by the City of Newark or any other public agency. Therefore, construction of the proposed development would not interfere with or degrade a scenic vista. Impacts would be less than significant, and no new impact would occur.
b) Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway?
No New Impact. There are no State or locally designated scenic highways in the vicinity of the proposed project site (Caltrans 2021). Therefore, implementation of the proposed would not adversely affect scenic resources within a designated scenic highway, and impacts would be less than significant. No new impact would occur.
c) Substantially degrade the existing visual character or quality of public views of the site and its surroundings?
No New Impact. The existing visual character of the area surrounding the project site is defined by the vacant lots of former industrial land uses and ongoing construction and development. The project site is vacant and largely barren. Implementation of the project would result in the construction of a 370-unit multi-family community including a mixed-use area with 3,600 sf of retail and 90 affordable units (plus one manager unit), a 5-acre community park (Grand Park), and a 1,485-sf community building, along with approximately 1.8 acres set aside for a future transit station. Additional proposed site improvements include on- and off-street parking, open space and common areas, drive aisles, LID drainage and water quality treatment structures, lighting, sidewalks, and landscaping. The proposed project would alter the existing visual character to a more community-focused, urban development visual character than is currently experienced by viewers. While the proposed project would result in a change in visual character on-site, the proposed project has been designed to be consistent with the Site and Architecture Design Guidelines contained in the Specific Plan and is expected to integrate with the planned and existing Specific Plan area and surrounding land uses. Impacts to the visual character of the area would be less than significant, and no new impact would occur.

FMC Willow and Grand Park Project
19 d) Create a new source of substantial light or glare that would adversely affect day or nighttime views in the area?
No New Impact. Any new lighting associated with development within the Specific Plan area, including the project site, would be subject to the lighting standards in the Site and Architecture Design Guidelines contained in the Specific Plan. These guidelines contain lighting standards for 1) exterior illumination for streetlights and fixtures; 2) path and stair lighting; 3) building mounted lights; 4) accent lighting; and 5) special event lighting. These guidelines are developed to minimize light spillover and glare to adjacent areas. Compliance with those guidelines would ensure that the proposed project does not introduce substantial light and glare that may pose a hazard or nuisance or result in night sky illumination. Because the project design would comply with the Specific Plan Site and Architecture Guidelines to limit light spillover and intensity, impacts would be less than significant, and no new impact would occur.

FMC Willow and Grand Park Project
20 II. AGRICULTURE AND FORESTRY RESOURCES
New
Significant
Impact
Less Than
Significant
with Projectlevel
Mitigation
Incorporated
Less Than
Significant
Impact
No
New
Impact
Would the project:
a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the
maps prepared pursuant to the Farmland Mapping and
Monitoring Program of the California Resources Agency,
to non-agricultural use?
   
b) Conflict with existing zoning for agricultural use, or a Williamson Act contract?    
c) Conflict with existing zoning for, or cause rezoning of, forest land (as defined in Public Resources Code Section 12220(g)), or timberland zoned Timberland Production (as defined by Government Code Section 51104(g))?
   
d) Result in the loss of forest land or conversion of forest land to non-forest use?    
e) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, to non-agricultural use or conversion of
forest land to non- forest use?
   
Environmental Setting
No agricultural activities or timber management occur on or near the project site, and the project site is not designated for those land uses. The California Important Farmland Finder Interactive Map prepared pursuant to the Farmland Mapping and Monitoring Program of the California Department of Conservation classifies the project site as urban and built-up land, and immediately adjacent areas are also urban and built-up land and other land (CDC 2021). Urban and built-up land is defined by the California Department of Conservation as land occupied by structures or infrastructure with a building density of at least one unit to one and one-half acres, or approximately six structures to a 10-acre parcel. Other land is defined by land that is not included in any other category, which includes areas not suitable for agricultural uses (CDC 2021).

Impacts and Mitigation Measures from the Bayside Newark Transit Oriented Development Specific Plan Certified PEIR
As discussed in Chapter 1.2 of the PEIR prepared for the Specific Plan, agriculture/forestry resources issues were not addressed in the PEIR because it was determined based on substantial evidence that the project would have no impacts to agriculture/forestry resources (RBF 2011).

FMC Willow and Grand Park Project
21 Evaluation of Agriculture and Forestry Services
a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non-agricultural use?
b) Conflict with existing zoning for agricultural use, or a Williamson Act contract? No New Impact. Because no agricultural resources or activities exist on the project site, no new impact would occur for questions a) and b).
c) Conflict with existing zoning for, or cause rezoning of, forest land (as defined in Public Resources Code Section 12220(g)), or timberland zoned Timberland Production (as defined by Government Code Section 51104(g))?
d) Result in the loss of forest land or conversion of forest land to non-forest use? e) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, to non-agricultural use or conversion of forest land to non-forest use?
No New Impact. Because no portions of the City are zoned for forest land, timberland, or zoned Timberland Production, and the project site is not zoned nor used for agriculture, no new impact would occur for questions c), d), and e).

FMC Willow and Grand Park Project
22 III. AIR QUALITY
New
Significant
Impact
Less Than
Significant
with Projectlevel
Mitigation
Incorporated
Less Than
Significant
Impact
No
New
Impact
Where available, the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to make the following
determinations. Would the project:
a) Conflict with or obstruct implementation of the applicable air quality plan?    
b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation?     c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is in nonattainment under an applicable federal or state ambient air quality standard (including releasing emissions which
exceed quantitative thresholds for ozone precursors)?
   
d) Expose sensitive receptors to substantial pollutant
concentration?    
e) Create objectionable odors affecting a substantial number of people?    
Environmental Setting
The potential air quality impacts associated with implementation of the Specific Plan were evaluated in Chapter 4.2 of the PEIR. Additionally, a project-specific air quality evaluation was completed as part of the Air Quality and Greenhouse Gas Emissions Technical Report for the FMC Willow and Grand Park Project, included as Appendix B to this Initial Study (HELIX 2021a). The results of the air quality evaluation are summarized below.

Climate / Meteorology
The project site is located within the San Francisco Bay Area Air Basin (SFBAAB) in the western portion of Alameda County. The SFBAAB comprises all of Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, and Santa Clara counties, the southern portion of Sonoma County, and the southwestern portion of Solano County.

Temperature inversion layers (inversions; layers of warmer air over colder air) affect air quality conditions because they influence the mixing depth (i.e., the vertical depth in the atmosphere available for diluting air contaminants near the ground). There are two types of inversions that occur regularly in the SFBAAB, and the highest air pollutant concentrations in the SFBAAB generally occur during inversions. Frequent occurrences of elevated inversions in summer and fall months act to cap the mixing depth, limiting the depth of air available for dilution. Elevated inversions are caused by subsiding air from the subtropical high-pressure zone, and from the cool marine air layer that is drawn into the SFBAAB by the heated low-pressure region in the Central Valley. The inversions typical of winter, called radiation inversions, are formed as heat quickly radiates from the earth's surface after sunset, causing FMC Willow and Grand Park Project
23 the air in contact with it to rapidly cool. Radiation inversions are strongest on clear, low-wind, cold winter nights, allowing the build-up of such pollutants as carbon monoxide and particulate matter.

Mixing depths under these conditions can be as shallow as 50 to 100 meters, particularly in rural areas.

There are 11 climatological subregions within the SFBAAB, and the project site is in the Southwestern Alameda County climatological subregion of the air basin. This subregion encompasses the southeast side of San Francisco Bay, from Dublin Canyon to north of Milpitas. The subregion is bordered on the east by the East Bay hills and on the west by the bay. This climate of this subregion is affected by its proximity to San Francisco Bay and, to a lesser extent, by marine air entering through the Golden Gate.

The bay cools the air during warm weather and during cold weather the bay warms the air. The normal northwest wind pattern carries this air onshore during the daytime and draws air from the land offshore at night. Winds are predominantly out of the northwest during the summer months. In the winter, winds are equally likely to be from the east. Wind speeds are moderate in this subregion, with annual average wind speeds close to the bay at about 7 miles per hour. During the summer months, average maximum temperatures are in the mid-70s degrees Fahrenheit (°F). Average maximum winter temperatures are in the high 50s to low 60s °F. Average minimum temperatures are in the low 40s °F in the winter and the mid-50s °F in the summer. Pollution potential is relatively high in this subregion during the summer and fall, and moderate during the winter. Air pollution sources include light and heavy industry, and motor vehicles (BAAQMD 2017a).

Air Quality Regulatory Framework
The United States Environmental Protection Agency (EPA) and the California Air Resources Board (CARB) have established ambient air quality standards for common pollutants. The Bay Area Air Quality Management District (BAAQMD) is responsible for implementing emissions standards and other requirements of federal and state laws in the SFBAAB. As required by the California Clean Air Act, BAAQMD has published Clean Air Plans and adopted rules and regulations to limit the emissions that can be generated by various uses and/or activities to bring the SFBAAB into compliance with the federal and state ambient air quality standards.

Criteria Air Pollutants
Criteria pollutants, defined by state and federal law as a risk to the health and welfare of the general public, include the following compounds:
• Ozone (O3)
• Carbon monoxide (CO)
• Nitrogen dioxide (NO2)
• Particulate matter (PM), which is further subdivided:
o Coarse PM, 10 micrometers or less in diameter (PM10)
o Fine PM, 2.5 micrometers or less in diameter (PM2.5)
• Sulfur dioxide (SO2)
• Lead (Pb)
Criteria pollutants can be emitted directly from sources (primary pollutants; e.g., CO, SO2, PM10, PM2.5, and lead), or they may be formed through chemical and photochemical reactions of precursor pollutants in the atmosphere (secondary pollutants; e.g., ozone, NO2, PM10, and PM2.5). Note that PM10 and PM2.5 FMC Willow and Grand Park Project
24 can be both primary and secondary pollutants. The principal precursor pollutants of concern are reactive organic gases ([ROGs] also known as volatile organic compounds [VOCs])1 and nitrogen oxides (NOX).

Toxic Air Contaminants
Toxic air contaminants (TACs) are a diverse group of air pollutants that may cause or contribute to an increase in deaths or in serious illness, or that may pose a present or potential hazard to human health.

TACs can cause long-term health effects such as cancer, birth defects, neurological damage, asthma, bronchitis, or genetic damage, or short-term acute effects such as eye watering, respiratory irritation (a cough), runny nose, throat pain, and headaches. TACs are considered either carcinogenic or noncarcinogenic based on the nature of the health effects associated with exposure to the pollutant. For carcinogenic TACs, there is no level of exposure that is considered safe, and impacts are evaluated in terms of overall relative risk expressed as excess cancer cases per one million exposed individuals.

Noncarcinogenic TACs differ in that there is generally assumed to be a safe level of exposure below which no negative health impact is believed to occur. These levels are determined on a pollutant-bypollutant basis.

Diesel engines emit a complex mixture of air pollutants, including both gaseous and solid material. The solid material in diesel exhaust is known as diesel particulate matter (DPM). Almost all DPM is 10 microns or less in diameter, and 90 percent of DPM is less than 2.5 microns in diameter (CARB 2018a).

Because of their extremely small size, these particles can be inhaled and eventually trapped in the bronchial and alveolar regions of the lung. In 1998, CARB identified DPM as a TAC based on published evidence of a relationship between diesel exhaust exposure and lung cancer and other adverse health effects. DPM has a significant impact on California’s population—it is estimated that about 70 percent of total known cancer risk related to air toxics in California is attributable to DPM (CARB 2018a).

Ambient Air Quality Standards
Ambient air quality is described in terms of compliance with state and national standards, and the levels of air pollutant concentrations considered safe, to protect the public health and welfare. These standards are designed to protect people most sensitive to respiratory distress, such as asthmatics, the elderly, very young children, people already weakened by other disease or illness, and persons engaged in strenuous work or exercise. The EPA has established national ambient air quality standards (NAAQS) for several air pollution constituents. As permitted by the Clean Air Act, California has adopted more stringent air emissions standards (CAAQS) and expanded the number of regulated air constituents.

The CARB is required to designate areas of the state as attainment, nonattainment, or unclassified for any state standard. An “attainment” designation for an area signifies that pollutant concentrations do not violate the standard for that pollutant in that area. A “nonattainment” designation indicates that a pollutant concentration violated the standard at least once. The area air quality attainment status of the BAAB, including the City of Newark, is shown in Table 2. 1 CARB defines and uses the term ROGs while the USEPA defines and uses the term VOCs. The compounds included in the lists of ROGs and VOCs and the methods of calculation are slightly different. However, for the purposes of estimating criteria pollutant precursor emissions, the two terms are often used interchangeably.

FMC Willow and Grand Park Project
25 TABLE 2.

SAN FRANCISCO BAY AREA AIR BASIN ATTAINMENT STATUS
Pollutant State of California
Attainment Status Federal Attainment Status
Ozone (1-hour) Nonattainment No Federal Standard
Ozone (8-hour) Nonattainment Nonattainment (marginal)
Suspended Particulate Matter (PM10) Nonattainment Attainment/Unclassified Fine Particulate Matter (PM2.5) Nonattainment Nonattainment (moderate) Carbon Monoxide Attainment Attainment/Unclassified
Nitrogen Dioxide Attainment Attainment/Unclassified
Lead Attainment Attainment/Unclassified
Sulfur Dioxide Attainment Attainment/Unclassified
Sulfates Attainment No Federal Standard
Hydrogen Sulfide Unclassified No Federal Standard
Visibility Reducing Particles Unclassified No Federal Standard Sources: BAAQMD 2017a; CARB 2018b.

Monitored Air Quality
The BAAQMD operates a network of ambient air monitoring stations throughout the SFBAAB. The air quality monitoring station most representative of conditions at the project site is the Hayward-La Mesa Monitoring Station, approximately 18 miles north of the project site. The Hayward-La Mesa Station only monitors ozone. Data for the other criteria pollutants were obtained from the San Jose-Jackson Street Monitoring Station, approximately 15 miles southeast of the project site. The are no monitoring stations in the SFBAAB for SO2 or lead. The ambient pollutant concentrations collected at the stations during the last 3 available years (2018 through 2020) are shown in Table 3, Air Quality Monitoring Data. The data indicates exceedance of the state 1-hour ozone standard on 2 days in 2019 and 3 days in 2020, exceedance of the state and federal 8-hour ozone standard on multiple days in 2018 through 2020; exceedance of the PM10 standards on multiple days in 2018 through 2020; and exceedance of the federal PM2.5 standard on multiple days in 2018 and 2020, but none in 2019. Data for NO2 showed no exceedances from 2018 through 2020.

FMC Willow and Grand Park Project
26 TABLE 3.

AIR QUALITY MONITORING DATA
Source: CARB 2021.
ppb = parts per billion; ppm = parts per million; μg/m3 = micrograms per cubic meter.

Methods
Construction Emissions
Criteria pollutant and precursor emissions from the project’s construction activities were calculated using CalEEMod, version 2020.4.0. CalEEMod is a computer model used to estimate air emissions resulting from land development projects throughout the state of California. CalEEMod was developed by CAPCOA in collaboration with the California air quality management and pollution control districts, primarily the South Coast Air Quality Management District (SCAQMD). CalEEMod utilizes emission factors from CARB’s OFFROAD and EMFAC models for off-road equipment and on-road vehicles, respectively. The calculation methodology, source of emission factors used, and default data is described in the CalEEMod User’s Guide Appendices A, D, and E (CAPCOA 2021).

Based on a conservative estimate (earliest and highest intensity of construction activities) of the project construction timeline provided by the project applicant, Phase 1 construction would begin in April 2023 and be completed in September 2025 for a total construction period of 30 months. Construction of Phase 2 buildings would commence in August 2023 and could be completed as early as October 2025 (27 months). Phase 2 construction would overlap the Phase 1 construction period. However, each work crew and their equipment would start Phase 2 construction at the conclusion of their respective Phase 1 activity (there would be no duplication of construction equipment or work crews between Phase 1 and Phase 2). For construction modeling purposes, all Phase 2 construction activities which occur concurrently with Phase 1 construction are included in the Phase 1 construction model, including grading for the Grand Park. Phase 2 construction modeling only includes the unfinished portion of building construction and architectural coatings.

Pollutant Standard 2018 2019 2020
Ozone (O3) Hayward Monitoring Station
Maximum 1-hour concentration (ppm) 0.075 0.106 0.116
Days above 1-hour state standard (0.09 ppm) 0 2 3
Maximum 8-hour concentration (ppm) 0.066 0.085 0.092
Days above 8-hour state standard (0.070 ppm) 0 2 5
Days above 8-hour federal standard (0.070 ppm) 0 2 4
Coarse Particulate Matter (PM10) San Jose Monitoring
Maximum 24-hour concentration (µg/m3) 121.8 77.1 137.1
Estimated Days above state standard (50 µg/m3) 12.2 11.8 29.9 Estimated Days above federal standard (150 µg/m3) 0 0 0 Fine Particulate Matter (PM2.5) San Jose Monitoring Station Maximum 24-hour concentration (µg/m3) 133.9 27.6 120.5
Estimated Days above federal standard (35 µg/m3) 15.5 0 12.0 Nitrogen Dioxide (NO2) San Jose Monitoring Station
Maximum 1-hour concentration (ppb) 86.1 59.8 51.9
Days above state 1-hour standard (180 ppb) 0 0 0
FMC Willow and Grand Park Project
27 Construction activities would include demolition, grading and installation of underground utilities, paving, construction of structures, and architectural coating (e.g., painting). Grading includes site preparation (e.g., grubbing and clearing) using the same equipment. During demolition, an export of approximately 12,680 tons of old concrete/asphalt is anticipated. During grading, an import of approximately 77,700 cubic yards of soil is anticipated. Construction would require heavy equipment during demolition, grading, underground utilities, paving and building construction. Construction equipment estimates are based on information provided by the project applicant/engineer and on default values in CalEEMod.

The modeled mitigated construction emissions assume implementation of the BAAQMD basic construction measures, specifically watering exposed areas twice per day and limiting vehicle speeds on unpaved surfaces to 15 miles per hour (mph), as required by the Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-1a and 4.2-1b. The modeled construction emissions also assume implementation of the Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-1b which requires the use of USEPA Tier 4 diesel engine standards for off-road construction equipment with more than 50 horsepower (hp).

Operation Emissions
Criteria pollutant and precursor emissions from long-term operation of the project were estimated using CalEEMod. Operational emissions include area sources, energy sources (on-site energy use), and mobile sources (vehicle trips). Area sources include landscape equipment, consumer products, architectural coatings (e.g., paint), and hearths (e.g., fireplaces, woodstoves). No hearths (including woodstoves and fireplaces) are included in the design of the proposed project. On-site energy source emissions would be from the use of natural gas for appliances and heating and were estimated using CalEEMod defaults.

Emissions associated electricity use and the project requirement for solar electricity generation (in accordance with California Title 24 building energy requirements) are analyzed in Section 8.VII, Greenhouse Gas Emissions. The emissions from mobile sources were calculated using the project average daily trips (ADT) estimate of 1,824 trips after internalization reductions (Fehr & Peers 2021) and CalEEMod default trip lengths. However, it is to be noted that the trip generation analysis used older project data that assumed more residential units (377) and retail space (12,100 SF) than the proposed project. Trip generation rates used in the modeling were calculated from the trip generation data. The trip generation rates include trip reductions for internalization. Therefore, no pass-by or linked trip reductions were included in the modeling.

Impacts to New Sensitive Receptors
The project would site new sensitive receptors near the proposed transit station and train tracks. For the purposes of this study, it is assumed that the Bayside Newark Rail Corridor passenger rail will be constructed in the future and include a transit stop near the project site as planned. Therefore, a health risk assessment (HRA) was completed to estimate the potential risks to future residents for exposure to DPM from potential future trains traveling on the tracks and idling at the transit station platform. The PEIR assumed six commuter rail trains per day would eventually use the corridor and stop at the transit station platform. Since the PEIR was certified, the Bayside Newark Transportation Corridor Study (DTCS) was released in August 2017. This study analyzed 10 transportation alternatives ranging from improvements to existing highways and highway bridges to new tracks and rail bridges that would connect to the Caltrain commuter rail system in Redwood City and continue to San Francisco (San Mateo County Transit District 2017). Environmental review of the DTCS is in progress at the time of this FMC Willow and Grand Park Project
28 analysis, and no preferred alternative from the DTCS has been publicly identified. The HRA was completed for two scenarios. The first scenario analyzed is the 6 trains per day assumed in the PEIR, assuming diesel locomotives pulling passenger cars similar to existing diesel trains in use by Caltrain. The second scenario analyzed is the maximum anticipated rail traffic scenario in the DTCS, which would use diesel or electric multiple-unit trains (self-propelled trains, no locomotives). The earliest anticipated train service in the DTCS would start in 2028.

Emissions factors from the USEPA fact sheet Emission Factors for Locomotives (2009) were used to estimate potential future DPM emissions in the project vicinity for the two train scenarios. Localized concentrations of pollutants were modeled using the Lakes AERMOD View version 9.8.3. The Lakes program utilizes the USEPA’s AERMOD gaussian air dispersion model. Discrete receptors were placed in the model at estimated representative locations of ground level outdoor spaces for the five closest townhome residential buildings facing the train tracks, and the closest second floor affordable housing unit to the train tracks. Health risks resulting from localized concentration of DPM were estimated using the CARB Hotspots Analysis and Reporting Program (HARP), Air Dispersion Modeling and Risk Tool (ADMRT) version 19121. The plot files of localized concentrations from AERMOD were imported into the ADMRT model to determine health risks. The ADMRT conservatively assumes that residents would be standing and breathing on the apartment balconies every day between 17 and 21 hours per day (depending on the age group, starting with fetuses in utero in the third trimester of pregnancy) for 30 years.

Levels of Significance
The BAAQMD has adopted thresholds which lead agencies can use to determine the significance of a development project’s short-term construction and long-term operational pollutant emissions. The BAAQMD’s 2017 thresholds of significance for criteria pollutant and precursors are shown in Table 4, BAAQMD Significance Thresholds (BAAQMD 2017a).

TABLE 4.

BAAQMD SIGNIFICANCE THRESHOLDS
Pollutant
Construction Operation
Average Daily
Emissions
(pounds/day)
Average Daily
Emissions
(pounds/day)
Maximum Annual
Emissions
(tons/year)
Reactive Organic Gasses (ROG) 54 54 10
Nitrogen Oxides (NOX) 54 54 10
Particulate Matter Exhaust (PM10) 82 82 15
Fine Particulate Matter Exhaust (PM2.5) 54 54 10
PM10 and PM2.5 Fugitive Dust BCMMs1 none none
Local Carbon Monoxide (CO) none 9.0 ppm (8-hour average), 20.0 ppm (1- hour average)
Sulfur Oxides (SOX) none none none
Source: BAAQMD 2017a.
ppm = part per million; BCMMs = Basic Construction Mitigation Measures 1 For construction fugitive dust, rather than a numeric threshold BAAQMD recommends that lead agencies consider projects which implement the Basic Construction Mitigation Measures to have a less than significant impact related to fugitive dust.

FMC Willow and Grand Park Project
29 For construction fugitive dust, rather than a numeric threshold, BAAQMD recommends that lead agencies consider projects which implement the Basic Construction Mitigation Measures (BCMMs) to have a less than significant impact related to fugitive dust (BAAQMD 2017b). The Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-1a requires implementation of the BCMMs.

For cancer risks to sensitive receptors as a result of TAC emissions, the BAAQMD has adopted a threshold: any project that has the potential to directly impact a sensitive receptor and results in an increased risk from cancer greater than 10 in 1 million would have a potentially significant impact (BAAQMD 2017a).

Impacts and Mitigation Measures from the Bayside Newark Transit Oriented Development Specific Plan Certified PEIR
Air Quality is discussed in Chapter 4.2 of the PEIR prepared for the Specific Plan. The PEIR concluded that implementation of the Specific Plan could have potentially significant adverse air quality impacts and includes measures to reduce impacts to less than significant.

The PEIR concluded that, due to the extent of the development allowed under the Specific Plan and the amount of earthwork that would be involved, construction emissions have the potential to violate Federal and State ambient air quality standards. Implementation of the Bayside Newark TOD Specific Plan PEIR Mitigation Measures 4.2-1a and 4.2-1b would require implementation of BAAQMD’s BCMMS and BAAQMD’s “additional construction mitigation measures.” Implementation of Bayside Newark TOD Specific Plan PEIR Mitigation Measures 4.2-1a and 4.2-1b would reduce short-term construction emissions of criteria pollutants to a less than significant level.

The PEIR concluded that the Specific Plan would be consistent with the then current air quality plan and that consistency with the 2010 Clean Air Plan control measures would ensure that the Specific Plan would not result in cumulatively considerable air quality impacts in the SFBAAB. Impacts from pollutant emissions resulting from long-term operation of the Specific Plan (including criteria pollutants and precursors, localized carbon monoxide, and odors) would be less than significant.

The PEIR concluded that impacts on new sensitive receptors from existing permitted TAC sources would be less than significant. However, the PEIR concluded that sensitive receptors within the plan area in proximity to the future Bayside Newark Rail Corridor and Transit Station could be exposed to significant levels of DPM from trains. Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-2 requires a health risk analysis for new residences located with 1,000 feet of the proposed Transit Station, and appropriate filtered air supply systems for any new residences determined to have health risks above the BAAQMD thresholds.

Evaluation of Air Quality
a) Conflict with or obstruct implementation of the applicable air quality plan? No New Impact. Consistency with the air quality plan is determined by whether the project would hinder implementation of control measures identified in the air quality plan or would result in growth of population or employment that is not accounted for in local and regional planning. The BAAQMD’s Clean Air Plan is the applicable air quality plan for the SFBAAB and the City. Since the PEIR was certified in FMC Willow and Grand Park Project
30 2010, the BAAQMD’s 2010 Clean Air Plan was superseded by the 2017 Clean Air Plan, adopted on April 19, 2017 (BAAQMD 2017c).

Implementation of the project would result in the construction of 370 residential units, approximately 3,600 sf of retail space, and the Grand Park. The City of Newark zoning designation is BTP for the project site, which is inconsistent with the proposed land uses for the project. Therefore, an amendment to the zoning map is required to rezone the project site to allow for medium density residential-form based code (MDR-FBC), commercial mixed use-form based code (CMU-FBC), transit station (TS), Public Facilities (PF), and Park (PK).

The Specific Plan allows for an adjustment of land uses within the Specific Plan area without necessitating a Specific Plan Amendment as long as the total gross acreage of a land use planning area does not change by more than 20 percent from the original gross acreage approved under the Specific Plan and the net increase does not exceed the total DU permitted by the Specific Plan (2,500 units). As of June 2022, a total of 2,171 DU have been approved or are pending approval in the Specific Plan area, including the proposed FMC Willow and Grand Park project (see Table 1 in Section 2.0) which is below the 2,500 DU threshold. However, the proposed project would change the total gross acreage of a land use planning area by more than 20 percent from the original gross acreage approved under the Specific Plan by eliminating commercial/office and high density land uses and reducing commercial/retail land uses for medium density residential. The project’s mixed-use development and location is consistent with the Specific Plan’s intent for TOD, and the project site’s regional designation as a Priority Development Area. Therefore, the project would be consistent with the local and regional growth assumptions used in developing the 2017 Clean Air Plan.

As described in the 2017 Clean Air Plan, the 2010 TCMs were carried forward into the 2017 Clean Air Plan, although the measure descriptions and numbering were updated. In addition, 8 of the 10 Mobile Source Measures (MSMs), all 6 of the Land Use Measures (LUMs), and all 4 Energy and Climate Measures (ECMS) from 2010 were carried forward into the 2017 plan (BAAQMD 2017c). The MSMs primarily address vehicles and their components as they relate to emissions and are not directly applicable to the project. The project would be required to comply with the building energy efficiency standards of 2019 Title 24 part 6, including the requirement for new residential building to install on-site photovoltaic (solar) electricity generation systems, and Title 24 part 11 (CALGreen). The Title 24, part 6 residential solar requirement is discussed further in Section 8.VII, Greenhouse Gas Emissions, below.

Therefore, the project would not conflict with or obstruct implementation of the 2017 Clean Air Plan and the impact would be less than significant and would not exceed the significance of the impact in the PEIR. No new impact would occur.
b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation?
No New Impact.

Construction Emissions. The results of the modeling of the project’s construction emissions of criteria pollutants and precursors for Phases 1 and 2, and for the combined Phase 1 building construction, Phase 2 architectural coatings, and Phase 2 building construction (which would overlap) are shown in Table 5, Unmitigated Maximum Daily Construction Emissions. For informational purposes, the analysis provides the project-specific emissions without incorporation of required mitigation measures from the PEIR. The FMC Willow and Grand Park Project
31 data are presented as the maximum anticipated daily emissions for comparison with the BAAQMD thresholds.

TABLE 5.

UNMITIGATED MAXIMUM DAILY CONSTRUCTION EMISSIONS
Construction Activity ROG NOX CO SOX
Fugitive
PM10
Exhaust
PM10
Fugitive
PM2.5
Exhaust
PM2.5
Phase 1 and 2 Demolition 5.2 56.4 39.2 0.1 19.8 2.1 3.2 1.9 Phase 1 and 2 Grading 8.1 94.3 57.8 0.2 20.4 3.4 7.8 3.1 Phase 1 and 2 Underground
Utilities 1.9 15.9 18.6 0.0 0.2 0.7 0.1 0.6
Phase 1 and 2 Paving 3.4 20.9 24.3 0.1 0.7 0.8 0.2 0.8
Phase 1 Building
Construction 9.5 74.2 86.1 0.2 3.8 3.5 1.0 3.4
Phase 1 Architectural
Coating 28.1 1.4 3.5 0.0 0.6 0.1 0.2 0.1
Phase 2 Building
Construction 7.4 61.4 77.4 0.1 1.2 2.6 0.3 2.5
Phase 2 Architectural
Coatings 14.5 1.3 2.3 0.0 0.2 0.1 0.1 0.1
Concurrent Activities
2023 Building Construction +
Underground Utilities 10.7 84.0 103.4 0.2 4.0 3.7 1.1 3.5 2024 Building Construction +
Paving 17.7 138.2 169.9 0.4 7.5 6.1 2.0 5.9
2025 Phase 1 Building
Construction + Phase 1
Architectural Coating

31.5 22.3 27.8 0.1 1.3 0.9 0.3 0.8
2025 Phase 2 Building
Construction + Phase 2
Architectural Coating

21.9 62.6 79.7 0.2 1.4 2.7 0.4 2.6
Maximum Daily Emissions 31.5 132.8 169.9 0.4 7.5 6.1 2.0 5.9 BAAQMD Thresholds 54 54 none none BMPs 84 BMPs 54
Exceed Thresholds? No Yes No No No No No No
Source: CalEEMod (output data is provided in Appendix B).

As shown in Table 5, unmitigated maximum daily emissions of ROG would occur concurrent with Phase 1 building construction and architectural coating. Maximum daily emissions of NOX would occur during grading, and maximum daily emissions of constructional other pollutants would occur during concurrent 2023 building construction and underground utilities. Emissions of NOX during Phase 1 grading would be 138.2 pounds per day and would exceed the BAAQMD threshold of 54 pounds per day. All other emissions would be below the BAAQMD thresholds. Bayside Newark TOD Specific Plan Mitigation Measure 4.2-1b (see below) from the PEIR requires implementation of the BAAQMD’s “additional construction mitigation measures” which includes requirements for reductions of NOX and exhaust PM and implementation of best available control technology for reduction of heavy-duty diesel engine emissions.

FMC Willow and Grand Park Project
32 To meet the requirements of the Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-1b, modeling assumptions included use of off-road equipment on the project site with diesel engines with 50 or more HP to be USEPA Tier 4 certified or be retrofitted with equivalent CARB approved emissions reduction systems. Table 6, Mitigated Maximum Daily Construction Emissions, shows the mitigated construction emissions for Phase 1 and Phase 2 with implementation of Tier 4 equipment, as well as the fugitive dust reduction required by Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-1a, specifically watering all exposed areas a minimum of twice per day and enforcing a 15-mph speed limit on all unpaved surfaces.

TABLE 6.

MITIGATED MAXIMUM DAILY CONSTRUCTION EMISSIONS
Construction Activity ROG NOX CO SOX Fugitive
PM10
Exhaust
PM10
Fugitive
PM2.5
Exhaust
PM2.5
Phase 1 and 2 Demolition 1.5 18.7 49.3 0.1 9.8 0.3 1.7 0.3 Phase 1 and 2 Grading 2.2 22.7 69.4 0.2 10.2 0.4 3.8 0.4 Phase 1 and 2 Underground
Utilities 0.7 3.2 25.3 0.0 0.2 0.1 0.1 0.1
Phase 1 and 2 Paving 2.1 6.3 29.9 0.1 0.7 0.1 0.2 0.1
Phase 1 Building Construction 3.9 20.8 92.7 0.2 3.8 0.5 1.0 0.5 Phase 1 Architectural Coating 28.0 0.3 3.5 0.0 0.6 0.0 0.2 0.0 Phase 2 Building Construction 2.7 16.7 84.6 0.1 1.2 0.4 0.3 0.4 Phase 2 Architectural Coatings 14.3 0.2 2.3 0.0 0.2 0.0 0.1 0.0 Concurrent Activities
2023 Building Construction +
Underground Utilities 4.3 22.8 117.0 0.2 4.0 0.5 1.1 0.5 2024 Building Construction +
Paving 7.3 40.2 183.8 0.4 7.5 0.9 2.0 0.9
2025 Phase 1 Building
Construction + Phase 1
Architectural Coating

30.0 6.6 33.4 0.1 1.3 0.1 0.3 0.1
2025 Phase 2 Building
Construction + Phase 2
Architectural Coating

17.0 16.9 87.0 0.2 1.4 0.4 0.4 0.4
Maximum Daily Emissions 30.0 40.2 183.8 0.4 7.5 0.9 2.0 0.9 BAAQMD Thresholds 54 54 none none BMPs 84 BMPs 54
Exceed Thresholds? No No No No No No No No
Source: CalEEMod (output data is provided in Appendix B).

As shown in Table 6, with implementation of the Bayside Newark TOD Specific Plan PEIR Mitigation Measures 4.2-1a and 4.2-1b, the project’s construction period emissions of criteria pollutant and precursors would not exceed the BAAQMD thresholds. The impact related to emissions of criteria pollutants and precursors during project construction activities would be less than significant with mitigation incorporated and would not exceed the significance determination in the PEIR. No new impact would occur.

Operation Emissions. The results of the modeling of the project’s operational emissions of criteria pollutants and precursors for Phases 1 and 2 are shown in Table 7, Maximum Daily Operational Emissions, and Table 8, Annual Operational Emissions. The data are presented as the maximum FMC Willow and Grand Park Project
33 anticipated daily emissions and annual operational emissions for the first full year of operation (2026) for comparison with the BAAQMD thresholds.

TABLE 7.

MAXIMUM DAILY OPERATIONAL EMISSIONS (POUNDS PER DAY)
Source Category ROG NOX CO SOX
Fugitive
PM10
Exhaust
PM10
Fugitive
PM2.5
Exhaust
PM2.5
Phase 1
Area 14.0 0.3 29.0 <0.1 - 0.2 - 0.2
Energy 0.2 1.5 0.7 <0.1 - 0.1 - 0.1
Mobile 3.6 4.5 37.4 <0.1 8.9 <0.1 2.4 <0.1
Phase 1 Subtotal1 17.9 6.8 66.5 <0.1 8.9 0.3 2.4 0.3
Phase 2
Area 1.3 <0.1 2.1 <0.1 - <0.1 - <0.1
Energy <0.1 0.1 <0.1 <0.1 - <0.1 - <0.1
Mobile 0.3 0.4 2.7 <0.1 0.6 <0.1 0.2 <0.1
Phase 2 Subtotal1 1.6 0.5 4.9 <0.1 0.6 <0.1 0.2 <0.1
Operational Total1 19.4 7.4 71.4 <0.1 9.5 0.4 2.5 0.4
BAAQMD Thresholds 54 54 none none none 84 none 54
Exceed Thresholds? No No No No No No No No
Source: CalEEMod (output data is provided in Appendix B). 1 Total may not sum due to rounding.

TABLE 8.

ANNUAL OPERATIONAL EMISSIONS (TONS PER YEAR)
Source Category ROG NOX CO SOX
Fugitive
PM10
Exhaust
PM10
Fugitive
PM2.5
Exhaust
PM2.5
Phase 1
Area 2.5 <0.1 2.6 <0.1 - <0.1 - <0.1
Energy <0.1 0.3 0.1 <0.1 - <0.1 - <0.1
Mobile 0.7 0.9 6.4 <0.1 1.6 <0.1 0.4 <0.1
Phase 1 Subtotal1 3.2 1.2 9.0 <0.1 1.6 <0.1 0.4 <0.1
Phase 2
Area 0.2 <0.1 0.2 <0.1 - <0.1 - <0.1
Energy <0.1 <0.1 <0.1 <0.1 - <0.1 - <0.1
Mobile <0.1 <0.1 0.5 <0.1 0.1 <0.1 <0.1 <0.1
Phase 2 Subtotal1 0.3 <0.1 0.7 <0.1 0.1 <0.1 <0.1 <0.1
Operational Total1 3.4 1.3 9.7 <0.1 1.7 <0.1 0.4 <0.1
BAAQMD Thresholds 10 10 none none none 15 none 10
Exceed Thresholds? No No No No No No No No
Source: CalEEMod (output data is provided in Appendix B). 1 Total may not sum due to rounding.

Because Phase 1 could become operational during construction of Phase 2, the concurrent maximum daily emissions from Phase 2 building construction and architectural coating and Phase 1 operation are presented in Table 9, Concurrent Daily Emissions (Pounds Per Day), and compared to the BAAQMD thresholds.

FMC Willow and Grand Park Project
34 TABLE 9.

CONCURRENT DAILY EMISSIONS (POUNDS PER DAY)
Source Category ROG NOX CO SOX
Fugitive
PM10
Exhaust
PM10
Fugitive
PM2.5
Exhaust
PM2.5
Phase 2 Mitigated
Building Construction

2.7 16.7 84.6 <0.1 1.2 0.4 0.3 0.4
Phase 2 Mitigated
Architectural Coating

14.3 0.2 2.3 <0.1 0.2 <0.1 0.1 <0.1
Phase 1 Operational 17.9 6.8 66.5 <0.1 8.9 0.3 2.4 0.3
Total1 34.9 23.5 151.3 <0.1 10.3 0.7 2.8 0.7
BAAQMD Thresholds 54 54 none none none 84 none 54
Exceed Thresholds? No No No No No No No No
Source: CalEEMod (output data is provided in Appendix B). 1 Total may not sum due to rounding.

As shown in Tables 7, 8, and 9, the maximum daily and annual operational criteria pollutant and precursors emissions, and the concurrent daily emissions would not exceed the BAAQMD thresholds.

The impact related to emissions of criteria pollutants and precursors during long term operation of the project would be less than significant and would not exceed the significance determination in the PEIR.

No new impact would occur.

Bayside Newark TOD Specific Plan Mitigation Measure 4.2-1a Prior to issuance of any Grading Permit, the Public Works Director and the Building Official shall confirm that the Grading Plan, Building Plans, and specifications stipulate that, in compliance with the BAAQMD CEQA Air Quality Guidelines, the following basic construction mitigation measures shall be implemented for all construction projects:
• All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas and unpaved access roads) shall be watered two times per day.
• All haul trucks transporting soil, sand, or other loose material off-site shall be covered. • All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited.
• All vehicle speeds on unpaved roads shall be limited to 15 mph. • All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. • Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to five 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.

FMC Willow and Grand Park Project
35 • All construction equipment shall be maintained and properly tuned in accordance with manufacturer’s specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation. • A publicly visible sign with the telephone number and person to contact at the lead agency regarding dust complaints shall be posted. 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.

Bayside Newark TOD Specific Plan Mitigation Measure 4.2-1b Prior to issuance of any Grading Permit, the Public Works Director and the Building Official shall confirm that the Grading Plan, Building Plans, and specifications stipulate that, in compliance with the BAAQMD CEQA Air Quality Guidelines, the following additional construction mitigation measures shall be implemented for all construction projects:
• All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent. Moisture content can be verified by lab samples or moisture probe. • All excavation, grading, and/or demolition activities shall be suspended when average wind speeds exceed 20 mph.
• Wind breaks (e.g., trees, fences) shall be installed on the windward side(s) of actively disturbed areas of construction. Wind breaks should have at maximum 50 percent air porosity.
• Vegetative ground cover (e.g., fast-germinating native grass seed) shall be planted in disturbed areas as soon as possible and watered appropriately until vegetation is established.
• The simultaneous occurrence of excavation, grading, and ground disturbing construction activities on the same area at any one time shall be limited. Activities shall be phased to reduce the amount of disturbed surface at any one time. • All trucks and equipment, including their tires, shall be washed off prior to leaving the site. • Site accesses to a distance of 100 feet from the paved road shall be treated with a 6 to 12- inch compacted layer of wood chips, mulch, or gravel.
• Sandbags or other erosion control measures shall be installed to prevent silt runoff to public roadways from sites with a slope greater than one percent. • Minimizing the idling time of diesel-powered construction equipment to two minutes. • The project shall develop a plan demonstrating that the off-road equipment (more than 50 hp) to be used in the construction project (i.e., owned, leased, and subcontractor vehicles) would achieve a project wide fleet-average 20 percent NOX reduction and 45 percent PM reduction compared to the most recent CARB fleet average. Acceptable options for reducing FMC Willow and Grand Park Project
36 emissions include the use of late model engines, low-emission diesel products, alternative fuels, engine retrofit technology, after-treatment products, add-on devices such as particulate filters, and/or other options as such become available. • Use low VOC (i.e., ROG) coatings beyond the local requirements (i.e., Regulation 8, Rule 3:

Architectural Coatings).
• Requiring that all construction equipment, diesel trucks, and generators be equipped with Best Available Control Technology for emission reductions of NOX and PM.2 • Requiring all contractors use equipment that meets CARB’s most recent certification standard for off-road heavy-duty diesel engines.3
c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality standard? No New Impact. In developing project-level thresholds of significance for air pollutants, BAAQMD considered the emission levels for which a project’s individual emissions would be cumulatively considerable. If a project exceeds the identified significance thresholds, its emissions would be cumulatively considerable, resulting in significant adverse air quality impacts to the region’s existing air quality conditions. Therefore, additional analysis to assess cumulative impacts is unnecessary (BAAQMD 2017b). As discussed in question b), above, the project’s short-term construction emissions and longterm operational emissions would not exceed the BAAQMD threshold with mitigation incorporated.

Therefore, the project’s emissions of criteria pollutants and precursors would be less than cumulatively considerable. The impact would be less than significant and would not exceed the significance of the impact in the PEIR. No new impact would occur.
d) Expose sensitive receptors to substantial pollutant concentrations? No New Impact.

Construction Emissions. Implementation of the project would result in the use of heavy-duty construction equipment, haul trucks, on-site generators, and construction worker vehicles. These vehicles and equipment could generate the TAC DPM. Generation of DPM from construction projects typically occurs in a localized area (e.g., at the project site) for a short period of time. Because construction activities and subsequent emissions vary depending on the phase of construction (e.g., grading, building construction), the construction-related emissions to which nearby receptors are exposed to would also vary throughout the construction period. Concentrations of mobile-source DPM emissions are typically reduced by 70 percent at approximately 500 feet (CARB 2005). 2 To meet the requirements of Mitigation Measure 4.2-1b for reduced diesel engine emissions, Best Available Control Technology, and CARB certification standards for off-road heavy-duty diesel engines, all off-road dieselpowered equipment with 50 or more hp shall be USEPA Tier 4 certified or be retrofitted with CARB approved equivalent diesel exhaust emissions reduction devices.
3 See footnote above.

FMC Willow and Grand Park Project
37 The dose (of TAC) to which receptors are exposed is the primary factor used to determine health risk.

Dose is a function of the concentration of a substance in the environment and the extent of exposure a person has with the substance; a longer exposure period to a fixed amount of emissions would result in higher health risks. Current models and methodologies for conducting cancer health risk assessments are associated with longer-term exposure periods (typically 30 years for individual residents based on guidance from OEHHA) and are best suited for evaluation of long duration TAC emissions with predictable schedules and locations. These assessment models and methodologies do not correlate well with the temporary and highly variable nature of construction activities. Cancer potency factors are based on animal lifetime studies or worker studies where there is long-term exposure to the carcinogenic agent. There is considerable uncertainty in trying to evaluate the cancer risk from projects that will only last a small fraction of a lifetime (Office of Environmental Health Hazard Assessment [OEHHA] 2015).

In addition, with implementation of Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-1b, the project would be required to use USEPA certified Tier 4 (or equivalent) off road construction equipment. Tier 4 engines are required to have systems which reduce DPM emissions by approximately 90 percent compared to non-certified engines (40 CFR Part 1039). Considering this information, the highly dispersive nature of DPM, and the fact that construction activities would occur at various locations throughout the project site, it is not anticipated that construction of the project would expose sensitive receptors to substantial DPM concentrations. The impact would be less than significant with mitigation incorporated and would not exceed the significance determination in the PEIR. No new impact would occur.

Localized Carbon Monoxide
Vehicle exhaust is the primary source of CO, and in an urban setting, the highest CO concentrations are generally found in close proximity to congested intersections. Under typical meteorological conditions, CO concentrations tend to decrease as distance from the emissions source (i.e., congested intersection) increase. Project-generated traffic has the potential of contributing to localized “hot spots” of CO offsite. Because CO is a byproduct of incomplete combustion, exhaust emissions are worse when fossilfueled vehicles are operated inefficiently, such as in stop-and-go traffic or through heavily congested intersections. Because CO disperses rapidly, hotspots are most likely to occur in areas with limited vertical mixing such as tunnels, long underpasses, or below-grade roadways. The BAAQMD CEQA guidelines provide that, if a project is consistent with the applicable congestion management plan and would not increase traffic volumes at intersections to more than 44,000 vehicles per hour for regular intersections or would not increase traffic volumes at intersections to more than 24,000 vehicles per hour for intersections with limited vertical mixing zones, the impacts from CO hotspots would be less than significant (BAAQMD 2017a).

The project trip generation analysis concluded that the project would generate approximately 1,824 daily trips external to the Specific Plan area (Fehr & Peers 2021). These project-related trips would not result in hourly intersection traffic volumes above the 6,000 vehicles per hour analyzed in the PEIR and would not result in intersections with more than 44,000 vehicles per hour, or 24,000 vehicles per hour for intersections with limited mixing zones. Impacts related to CO hotspots would be less than significant and would not exceed the significance determination in the PEIR. No new impact would occur.

FMC Willow and Grand Park Project
38 Exposure of Project Residents to TACs
In accordance with the Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-2, a project specific HRA was completed as described above. The incremental excess cancer risk is an estimate of the chance a person exposed to a specific source of a TAC may have of developing cancer from that exposure beyond the individual’s risk of developing cancer from existing background levels of TACs in the ambient air. For context, the average cancer risk from TACs in the ambient air for an individual living in an urban area of California is 830 in 1 million (CARB 2015). Cancer risk estimates do not mean, and should not be interpreted to mean, that a person will develop cancer from estimated exposures to toxic air pollutants.

The potential health risks to future project residents from exposure to DPM emissions from potential future trains on the Bayside Newark Corridor right-of-way was evaluated as described in the methodology, above. The resulting highest predicted incremental increased cancer risk for the residential building closest to the proposed Transit Station and railroad tracks buildings is shown in Table 10, Project Residential Increased Incremental Cancer Risk from Train DPM.

TABLE 10.

PROJECT RESIDENTIAL INCREASED INCREMENTAL CANCER RISK FROM TRAIN DPM Receptor ID Increased Cancer Risk Increased Cancer Risk 6 Commuter Trains 25 DMU Trains
R1 1.2 in 1 million 0.6 in 1 million
R2 1.3 in 1 million 0.6 in 1 million
R3 1.2 in 1 million 0.6 in 1 million
R4 1.1 in 1 million 0.6 in 1 million
R5 1.1 in 1 million 0.6 in 1 million
R6 1.1 in 1 million 0.6 in 1 million
R7 1.1 in 1 million 0.6 in 1 million
R8 1.0 in 1 million 0.6 in 1 million
R9 1.0 in 1 million 0.6 in 1 million
R10 1.1 in 1 million 0.6 in 1 million
R11 0.6 in 1 million 0.3 in 1 million
BAAQMD Risk Threshold 10 in 1 million 10 in 1 million
Exceed Threshold? No No
Source: AERMOD and HARP ADMRT, modeling data is provided in Appendix B.

Notes: Totals may not sum due to rounding.

MT = metric ton; CO2e = carbon dioxide equivalent.

As shown in Table 10, the highest estimated incremental increase in cancer risk to future project residents from train DPM emissions would be 1.3 in 1 million for Scenario 1 (six daily commuter trains per day). The highest estimated incremental increase in cancer risk for Scenario 2 (25 DMU trains per day) would be 0.6 in 1 million. These estimated increases in risk would be below the BAAQMD threshold of 10 in 1 million. The estimated risk assumes an individual standing and breathing outside the residential building every day between 17 and 21 hours per day for 30 years. The risk estimate does not account for future reductions of DPM emissions from commuter trains as more stringent USEPA diesel locomotive engine emissions standards take effect and older locomotives are retired. The risk estimate also does not account for the likelihood that any future passenger rail service on the Bayside Newark Rail Corridor would utilize electric powered trains, consistent with the electrification program in FMC Willow and Grand Park Project
39 progress on the Caltrain lines from San Jose to San Francisco. Therefore, new sensitive receptors sited by the project would not be exposed to substantial concentrations of DPM from trains, and no mitigation would be required for future project residences. The impact would be less than significant and would not exceed the significance determination in the PEIR. No new impact would occur.

A bus stop would be located in the transit station north of the PA1 mixed-use building. The closest project residence to the proposed bus stop would be approximately 50 feet south on floors two through six of the PA1 mixed use building. The details of future bus service and schedules serving the transit station were not known at the time of this analysis. Future bus service would be provided by Alameda County Transit (AC Transit), which primarily operates diesel-powered buses. All on-road diesel engines sold in the US since 2015 are required to be USPEA Tier 4 certified. Tier 4 certified engines are required to have DPM emissions 90 percent lower than non-certified engines (40 CFR Part 1039). According to AC Transit, all of their older diesel-powered buses have been retrofitted with filter systems which reduce DPM by 85 percent (AC Transit 2020a). Future bus service to the transit station would likely comprise the closest two existing bus routes (lines 200 and 251) which provide a combined 48 buses per day and up to 3 buses per hour (AC Transit 2020b). Each bus would only be in the project vicinity (driving on Hickory Street or idling at the bus stop) for a few minutes. The dose (of TAC) to which receptors are exposed is the primary factor used to determine health risk. Considering the limited number of buses per hour, the short duration buses would be in the project vicinity and the reduced DPM emissions of the AC Transit bus fleet, new sensitive receptors sited by the project would not be exposed to substantial concentrations of DPM from buses, and no mitigation would be required for future project residences. The impact would be less than significant and would not exceed the significance determination in the PEIR. No new impact would occur.

Bayside Newark TOD Specific Plan Mitigation Measures
Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-1b would reduce impacts from construction-related emissions of DPM to less than significant, see above.

An HRA was completed in accordance with the Bayside Newark TOD Specific Plan PEIR Mitigation Measure 4.2-2. Because the health risks to future project residents from train emissions would be less than significant, residential air filtration systems specified in the mitigation measure would not be necessary.
e) Create objectionable odors affecting a substantial number of people? No New Impact. Construction of the project would require the use of diesel-powered equipment, and the application of asphalt and paint, all of which can be a temporary source of odors. Due to the temporary and intermittent nature of construction activities, and due to the distance to the nearest sensitive receptors (single-family homes approximately 190 feet southeast), construction of the project would not result in emissions leading to odors that would adversely affect substantial numbers of people. Long-term operation of the project would not be a substantial source of odors, nor would the project exacerbate existing odors from tidal wetlands. Therefore, implementation of the project would not result in emissions leading to odors that would adversely affect substantial numbers of people, and the impact would be less than significant and would not exceed the significance of the impact in the PEIR. No new impact would occur.

FMC Willow and Grand Park Project
40 IV. BIOLOGICAL RESOURCES
New
Significant
Impact
Less Than
Significant
with Projectlevel
Mitigation
Incorporated
Less Than
Significant
Impact
No
New
Impact
Would the project:
a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the
California Department of Fish and Wildlife or U.S. Fish and Wildlife Service?
   
b) Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations, or by the California Department of Fish and Wildlife or US Fish and Wildlife Service?
   
c) Have a substantial adverse effect federally protected wetlands as defined by Section 404 of the Clean Water
Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means?
   
d) Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with
established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites?
   
e) Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance?
   
f) Conflict with the provisions of an adopted Habitat
Conservation Plan, Natural Community Conservation
Plan, or other approved local, regional, or state habitat conservation plan?
   
Environmental Setting
A project-specific biological resources technical report (BTR) was prepared by HELIX (Appendix C; HELIX 2021c), and the methods and results are summarized in the following subsections.

Regulatory Framework Related to Biological Resources
Federal Requirements
Federal Endangered Species Acts
The United States Fish and Wildlife Service (USFWS) enforces the provisions stipulated in the Federal Endangered Species Act of 1973 (FESA, 16 USC Section 1531 et seq.). Species identified as threatened or FMC Willow and Grand Park Project
41 endangered (50 CFR Section 17.11, and 17.12) are protected from take, which is defined as direct or indirect harm, unless a Section 10 permit is granted to an entity other than a federal agency or a Biological Opinion with incidental take provisions is rendered to a federal lead agency via a Section 7 consultation. Pursuant to the requirements of the FESA, an agency reviewing a proposed project within its jurisdiction must determine whether any federally-listed species may be present on the project site and determine whether the proposed project will have a potentially significant impact on them. Under the FESA, habitat loss is considered to be a potential impact to a species. In addition, the USFWS is required to determine whether the project is likely to jeopardize the continued existence of any species that is proposed for listing under the FESA or to result in the destruction or adverse modification of critical habitat proposed to be designated for such species (16 USC 1536[3], [4]). Therefore, project related impacts to those species or their habitats would be considered significant and would require mitigation. Other federal agencies designate species of concern (species that have the potential to become listed), that are evaluated during environmental review although they are not otherwise protected under the FESA. Impacts to those species or their habitats would likewise be considered significant and would require mitigation.

Migratory Bird Treaty Act
The Migratory Bird Treaty Act (MBTA) of 1918 established federal responsibilities for the protection of nearly all species of birds, their eggs, and nests. The Migratory Bird Treaty Reform Act of 2004 further defined species protected under the act and excluded all non-native species. Section 16 U.S.C. 703–712 of the Act states “unless and except as permitted by regulations, it shall be unlawful at any time, by any means or in any manner, to pursue, hunt, take, capture, kill, attempt to take, capture, or kill” a migratory bird. A migratory bird is any species or family of birds that live, reproduce or migrate within or across international borders at some point during their annual life cycle. Currently, there are 836 migratory birds protected nationwide by the MBTA, of which 58 are legal to hunt. The U.S. Court of Appeals for the 9th Circuit (with jurisdiction over California) has ruled that the MBTA does not prohibit incidental take (952 F 2d 297 – Court of Appeals, 9th Circuit 1991).

State Requirements
California Endangered Species Act
The California Endangered Species Act (CESA; California Fish and Game Code Section 2050 to 2097) is similar to the FESA. The California Fish and Game Commission is responsible for maintaining lists of threatened and endangered species under the CESA. CESA prohibits the take of listed and candidate (petitioned to be listed) species. “Take” under California law means to hunt, pursue, catch, capture, or kill, or attempt to hunt, pursue, catch capture, or kill (California Fish and Game Code Section 86). The California Department of Fish and Wildlife (CDFW) can authorize take of a state-listed species under Section 2081 of the California Fish and Game Code if the take is incidental to an otherwise lawful activity, the impacts are minimized and fully mitigated, funding is ensured to implement and monitor mitigation measures, and CDFW determines that issuance would not jeopardize the continued existence of the species. A CESA permit must be obtained if a project will result in the take of listed species, either during construction or over the life of the project. For species listed under both the FESA and the CESA requiring a Biological Opinion under Section 7 of the FESA, CDFW may also authorize impacts to CESA species by issuing a Consistency Determination under Section 2080.1 of the Fish and Game Code.

FMC Willow and Grand Park Project
42 California Code of Regulations and California Fish and Game Code The official listing of endangered and threatened animals and plants is contained in the California Code of Regulations Title 14 Section 670.5. A state candidate species is one that the California Fish and Game Code has formally noticed as being under review by CDFW for inclusion on the state list pursuant to Sections 2074.2 and 2075.5 of the California Fish and Game Code.

Legal protection is also provided for wildlife species in California that are identified as “fully protected animals.” These species are protected under Sections 3511 (birds), 4700 (mammals), 5050 (reptiles and amphibians), and 5515 (fishes) of the California Fish and Game Code. These statutes prohibit take or possession of fully protected species at any time. CDFW is unable to authorize incidental take of fully protected species when activities are proposed in areas inhabited by these species. CDFW has informed non-federal agencies and private parties that they must avoid take of any fully protected species.

However, Senate Bill 618 (2011) allows CDFW to issue permits authorizing the incidental take of fully protected species under the CESA, so long as any such take authorization is issued in conjunction with the approval of a Natural Community Conservation Plan that covers the fully protected species (California Fish and Game Code Section 2835).

California Environmental Quality Act
Under CEQA (Public Resources Code Section 21000 et seq.), lead agencies analyze whether projects would have a substantial adverse effect on a candidate, sensitive, or special-status species (Public Resources Code Section 21001(c)). These “special-status” species generally include those listed under the FESA and the CESA, and species that are not currently protected by statute or regulation, but would be considered rare, threatened, or endangered under the criteria included in the State CEQA Guidelines Section 15380. Therefore, species that are considered rare are addressed regardless of whether they are afforded special protection through any other statute or regulation. CDFW, in consultation with the California Native Plant Society (CNPS), assigns a California Rare Plant Rank (CRPR) to native species according to rarity; plants with a CRPR of 1A, 1B, 2A, 2B, or 3 are generally considered special-status species under CEQA.

Although threatened and endangered species are protected by specific federal and state statutes, State CEQA Guidelines Section 15380(d) provides that a species not listed on the federal or state list of protected species may be considered rare if it can be shown to meet certain specified criteria. Those criteria have been modeled after the definition in FESA and the section of the California Fish and Game Code dealing with rare or endangered plants and animals. Section 15380(d) allows a public agency to undertake a review to determine if a significant effect on species that have not yet been listed by either the USFWS or CDFW (i.e., candidate species) would occur. Thus, CEQA provides an agency with the ability to protect a species from the potential impacts of a project until the respective government agency has an opportunity to designate the species as protected, if warranted.

California Native Plant Protection Act
The California Native Plant Protection Act of 1977 (California Fish and Game Code Section 1900-1913) empowers the Fish and Game Commission to list native plant species, subspecies, or varieties as endangered or rare following a public hearing. To the extent that the location of such plants is known, CDFW must notify property owners that a listed plant is known to occur on their property. Where a FMC Willow and Grand Park Project
43 property owner has been so notified, the owner must notify CDFW at least 10 days in advance of any change in land use (other than changing from one agricultural use to another), in order that CDFW may salvage listed plants that would otherwise be destroyed. Currently, 64 taxa of native plants have been listed as rare under the act.

Nesting and Migratory Birds
California Fish and Game Code Subsections 3503 and 3800 prohibit the possession, take, or needless destruction of birds, their nests, and eggs, and the salvage of dead nongame birds. California Fish and Game Code Subsection 3503.5 protects all birds in the orders of Accipitriformes, Falconiformes, and Strigiformes (birds of prey). Fish and Game Code Subsection 3513 states that it is unlawful to take or possess any migratory nongame bird as designated in the MBTA or any part of such migratory nongame bird except as provided by rules and regulations adopted by the Secretary of the Interior under provisions of the MBTA. The Attorney General of California has released an opinion that the Fish and Game Code prohibits incidental take.

Local Requirements
Bayside Newark Transit Oriented Development Specific Plan The proposed project is within the Specific Plan area and for most parcels within the Specific Plan area (including the proposed project site), the evaluation conducted for the Specific Plan EIR was programmatic. That EIR requires project-specific studies and documentation to be completed for subsequent development in the Specific Plan area consistent with the requirements of CEQA. The Specific Plan EIR also contains in its MMRP measures to avoid, minimize, or mitigate potential impacts to biological resources that are required to be implemented by applicants proposing future projects in the Specific Plan area.

Trees
The City of Newark protects trees as windbreaks essential to public health and safety. The City of Newark Municipal Code Chapter 8.16.02 requires that a permit be obtained from the Public Works Director to cut down, destroy, remove, or move trees when growing on any parcel except developed residential parcels less than ten thousand square feet in area. A tree is defined in the ordinance as any live perennial woody plant with at least one well-defined stem 6 inches or greater in diameter measured at 48 inches above grade (diameter at breast height, or dbh).

Jurisdictional Waters
Clean Water Act
Any person, firm, or agency planning to alter or work in “waters of the U.S.,” including the discharge of dredged or fill material, must first obtain authorization from the U.S. Army Corps of Engineers (USACE) under Section 404 of the Clean Water Act (CWA; 33 USC 1344). Permits, licenses, variances, or similar authorization may also be required by other federal, state, and local statutes. Section 10 of the Rivers and Harbors Act prohibits the obstruction or alteration of navigable waters of the U.S. without a permit from USACE (33 USC 403).

FMC Willow and Grand Park Project
44 On April 21, 2020, the Environmental Protection Agency (EPA) and USACE published the Navigable Waters Protection Rule to define “Waters of the United States” in the Federal Register. On June 22, 2020, the Navigable Waters Protection Rule: Definition of “Waters of the United States” (NWPR) became effective in 49 states, including California, and in all US territories.

The NWPR regulates traditional navigable waters and perennial or intermittent tributary systems, and defines four categories of regulated waters including:
• The territorial seas and traditional navigable waters; • Perennial and intermittent tributaries to those waters; • Certain lakes, ponds, and impoundments; and
• Wetlands adjacent to jurisdictional waters.

The NWPR also defines 12 categories of exempted aquatic resources:
• Waters not listed as WOTUS
• Groundwater
• Ephemeral features
• Diffuse stormwater run-off
• Ditches not identified as WOTUS
• Prior converted cropland (PCC)
• Artificially irrigated areas
• Artificial lakes and ponds
• Water-filled depressions incidental to mining or construction activity • Stormwater control features
• Groundwater recharge, water reuse, and wastewater recycling structures • Waste treatment systems
With non-tidal waters, in the absence of adjacent wetlands, the extent of USACE jurisdiction extends to the ordinary high water mark (OHWM) – the line on the shore established by fluctuations of water and indicated by a clear, natural line impressed on the bank, shelving, changes in soil character, destruction of terrestrial vegetation, or the presence of litter and debris. Wetlands are defined in 33 CFR Part 328 as:
“those areas that are inundated or saturated by surface or ground water at a frequency and duration to support, and that under normal circumstances do support, a prevalence of vegetation typically adapted for life in saturated soil conditions.” Federal and state regulations pertaining to waters of the U.S., including wetlands, are discussed below.

Clean Water Act (33 USC 1251-1376). The CWA provides guidance for the restoration and maintenance of the chemical, physical, and biological integrity of the nation’s waters.

Section 401 requires that an applicant for a federal license or permit that allows activities resulting in a discharge to waters of the U.S. must obtain a state certification that the discharge complies with other provisions of CWA. The Regional Water Quality Control Board (RWQCB) administers the certification program in California and may require State Water Quality Certification before other permits are issued.

FMC Willow and Grand Park Project
45 Section 402 establishes a permitting system for the discharge of any pollutant (except dredged or fill material) into waters of the U.S.

Section 404 establishes a permit program administered by USACE that regulates the discharge of dredged or fill material into waters of the U.S. (including wetlands). Implementing regulations by USACE are found at 33 CFR Parts 320-332. The Section 404 (b)(1) Guidelines were developed by the USEPA in conjunction with USACE (40 CFR Part 230), allowing the discharge of dredged or fill material for non-water dependent uses into special aquatic sites only if there is no practicable alternative that would have less adverse impacts.

Regional Water Quality Control Board
Any action requiring a CWA Section 404 permit, or a Rivers and Harbors Act Section 10 permit, must also obtain a CWA Section 401 Water Quality Certification. The State of California Water Quality Certification (WQC) Program was formally initiated by the State Water Resources Control Board (SWRCB) in 1990 under the requirements stipulated by Section 401 of the Federal CWA. Although the Clean Water Act is a Federal law, Section 401 of the CWA recognizes that states have the primary authority and responsibility for setting water quality standards. In California, under Section 401, the State and Regional Water Boards are the authorities that certify that issuance of a federal license or permit does not violate California’s water quality standards (i.e., that they do not violate Porter-Cologne and the Water Code).

The WQC Program currently issues the WQC for discharges requiring USACE's permits for fill and dredge discharges within Waters of the United States, and now also implements the State's wetland protection and hydromodification regulation program under the Porter Cologne Water Quality Control Act.

On April 2, 2019, the SWRCB adopted a State Wetland Definition and Procedures for Discharges of Dredged or Fill Material to Waters of the State (Procedures), for inclusion in the forthcoming Water Quality Control Plan for Inland Surface Waters and Enclosed Bays and Estuaries and Ocean Waters of California. The Procedures consist of four major elements: 1) a wetland definition; 2) a framework for determining if a feature that meets the wetland definition is a water of the state; 3) wetland delineation procedures; and 4) procedures for the submittal, review, and approval of applications for Water Quality Certifications and Waste Discharge Requirements for dredge or fill activities. The Office of Administrative Law approved the Procedures on August 28, 2019, and the Procedures became effective May 28, 2020.

Under the Procedures and the State Water Code (Water Code §13050(e)), “Waters of the State” are defined as “any surface water or groundwater, including saline waters, within the boundaries of the state.” Unless excluded by the Procedures, any activity that could result in discharge of dredged or fill material to Waters of the State, which includes Waters of the U.S. and non-federal Waters of the State, requires filing of an application under the Procedures.

The Porter-Cologne Water Quality Control Act (Porter-Cologne Act, Water Code Section 13000 et seq.) is California’s statutory authority for the protection of water quality in conjunction with the federal CWA.

The Porter-Cologne Act requires the SWRCB and RWQCBs under the CWA to adopt and periodically update water quality control plans, or basin plans. Basin plans are plans in which beneficial uses, water quality objectives, and implementation programs are established for each of the nine regions in California. The Porter-Cologne Act also requires dischargers of pollutants or dredged or fill material to notify the RWQCBs of such activities by filing Reports of Waste Discharge and authorizes the SWRCB and FMC Willow and Grand Park Project
46 RWQCBs to issue and enforce waste discharge requirements, National Pollution Discharge Elimination System (NPDES) permits, Section 401 water quality certifications, or other approvals.

California Department of Fish and Wildlife
CDFW is a trustee agency that has jurisdiction under Section 1600 et seq. of the California Fish and Game Code. Under Sections 1602 and 1603, a private party must notify CDFW if a proposed project will “substantially divert or obstruct the natural flow or substantially change the bed, channel, or bank of streambeds…except when the department has been notified pursuant to Section 1601.” Additionally, CDFW asserts jurisdiction over native riparian habitat adjacent to aquatic features, including native trees over four inches in dbh. If an existing fish or wildlife resource may be substantially adversely affected by the activity, CDFW may propose reasonable measures that will allow protection of those resources. If these measures are agreeable to the parties involved, they may enter into an agreement with CDFW identifying the approved activities and associated mitigation measures. Generally, CDFW recommends submitting an application for a Streambed Alteration Agreement (SAA) for any work done within the lateral limit of water flow or the edge of riparian vegetation, whichever is greater.

Methods
Studies conducted in preparation of the BTR included a desktop evaluation and background research to identify special-status species and other biological resources (e.g., wetlands) with the potential to occur on the project site or be impacted by the proposed project, as well as biological field surveys to document baseline conditions and special-status species and/or their habitats present on the site.

Biological surveys conducted at the project site include biological reconnaissance surveys, protocol-level burrowing owl surveys, a tree inventory, and special-status plant surveys. The report detailing the findings of these surveys, titled “FMC Willow and Grand Park Biological Resources Technical Report”, can be found in Appendix C. WRA Environmental Consultants mapped aquatic resources on the project site and prepared a Delineation of Potential Jurisdictional Wetlands and “Other Waters” Under Section 404 of the Clean Water Act in April 2013; the delineation report can also be found in Appendix C.

Project Setting
The FMC Willow and Grand Park project site is vacant following soil remediation to remove industrial contaminants that were remnants of prior uses. The project site is barren except for remnant cement pads and cement and asphalt roads. The project site is bordered by the SamTrans railroad corridor to the north, residential development to the west, Enterprise Drive and planned mixed use developments to the south, and Willow Street to the east. Part of the Don Edwards San Francisco Bay National Wildlife Refuge is approximately 1,000 feet northwest of the project site, on the other side of the existing railroad tracks. The surrounding land uses are characterized by existing and former industrial parcels, railroad, and mixed use and residential developments. Terrain in the area surrounding the project site is flat. Elevations on the project site are between approximately 9 feet and 12 feet (NGVD29) from west to east.

Following remediation, the site is barren except for some remnant cement pads and cement and asphalt roads. The site contains no natural biological communities. According to the USGS T-sheets for this area (www.sfei.org/tsheets/), the site is outside the historic boundary of tidal marshes in San Francisco Bay.

FMC Willow and Grand Park Project
47 The project site falls within the Plummer Creek-Frontal San Francisco Bay Estuaries watershed (HUC12 180500040702). Plummer Creek is a tidal channel 0.5-mile south of the project site that is connected to San Francisco Bay which lies approximately 2.3 miles westward via Newark Slough. There are no waterways on the project site that directly connect to Plummer Creek or Newark Slough. Precipitation and municipal water are the only sources of water for the project site. Elevations are generally lowest in the west, and there is no clear pattern of drainage. The average annual rainfall for the City of Newark is

14.1 inches.

Results
Vegetation Communities and Land Cover
Following extensive soil remediation that included the export of contaminated soils and import of clean fill, the majority of the FMC Willow and Grand Park site is disturbed but is vegetated by weedy species typical of the region. Currently, the project site supports three vegetation communities/land covers:
ruderal/disturbed, developed, and seasonal wetland (Table 11). The majority of the plant species on the site are non-native. Refer to Figure 5 for the distribution of the habitat types on the site.

TABLE 11.

EXISTING VEGETATION COMMUNITIES AND LAND COVER TYPES IN THE PROJECT SITE Vegetation Community/Land Cover Type Area (acres)
Ruderal/Disturbed 16.39
Developed 5.72
Seasonal Wetland 0.015
Total 22.125
Ruderal/Disturbed
Ruderal/disturbed habitat occurs in areas that are heavily disturbed by past or ongoing human activities but retain a soil substrate. Ruderal/disturbed areas may be sparsely to densely vegetated but do not support a recognizable community or species assemblage. Vegetative cover is usually herbaceous and dominated by a wide variety of weedy non-native species or a few ruderal native species. The habitat in the project site is either unvegetated post-remediation or heavily dominated by a dense cover of nonnative annual grasses with small patches of non-native forbs. Portions of this habitat are still subject to on-going remediation in the western portion of the site.

Ruderal/disturbed habitat provides low-quality habitat for wildlife, typically supporting only transient individuals using the area for dispersal, because of the sparse vegetation and lack of species diversity.

Ruderal/disturbed habitat in the project site supports a large population of rodents such as Botta’s pocket gopher (Thomomys bottae) and California ground squirrel (Otospermophilus beecheyi), which in turn provide a prey base and suitable burrow habitat for special-status birds of prey (burrowing owl) that could occur in the project site.

Figure 5
Habitat Map
S:\PROJECTS\I\IntegralCommunities_00357\IPQ-37 Willow\GIS\MXD\Fig5_Habitat.mxd Source: Esri 2019, Alameda County 2021, HELIX 2021 K
FMC Willow and Grand Park
0 250 Feet

SAMTRANS TRACKS
Willow Street
Enterprise Drive
Project Boundary
Habitat
Developed (5.72 Acres)
Ruderal/Disturbed (16.39 Acres)
Wetlands (0.015 Acre)
FMC Willow and Grand Park Project
48 Developed
Developed areas are scattered throughout the project site interspersed with ruderal/disturbed habitat.

The developed areas consist of paved areas with asphalt or concrete and are either former foundations for structures that are no longer present or remediation sites. Graveled and paved roads also occur in the project site. These areas are heavily disturbed and consist mostly of bare ground, paved surfaces, and/or landscaped vegetation. Landscaped vegetation may provide habitat for wildlife such as nesting birds.

Developed habitat provides low-quality habitat for wildlife, typically supporting only transient individuals using the area for dispersal, because of the sparse vegetation and lack of species diversity.

California ground squirrels were observed burrowing in developed habitat, especially in areas paved with asphalt. Burrows in asphalt seemed to originate from cracks in the asphalt or along the margins of the asphalt. Burrows in developed habitat could provide habitat for special-status species such as burrowing owl.

Seasonal Wetland
There is one seasonal wetland in the project footprint; this area totals 0.015 acre and is described in detail in the delineation prepared in April 2013 by WRA Environmental Consultants and provided as part of Appendix C of this Initial Study. The seasonal wetland in the project site occurs within a constructed ditch formed as a result of former construction activity that holds water for sufficient duration to form wetland conditions. The seasonal wetland contains facultative (FAC) and facultative wetland (FACW) hydrophytic species such as salt grass (Distichlis spicata) and rabbit’s foot grass (Polypogon monspeliensis). The seasonal wetland provides low-quality habitat for wildlife, typically supporting only transient individuals using the area for dispersal, because of the sparse vegetation and lack of species diversity. Waterfowl and other wildlife were observed using the small wetland.

The seasonal wetland does not qualify as potential waters of the U.S. or State and is not regulated by the USACE or the RWQCB. Additionally, the seasonal wetland in the project site does not meet the definition of a lake or stream under Section 1602 of the Fish and Game Code.

Special Status Species and Protected Habitats with Potential to Occur on the Project Site Wildlife observed on the project site were common urban species tolerant of human presence, such as California ground squirrel, black phoebe (Sayornis nigricans), red-tailed hawk (Buteo jamaicensis), American crow (Corvus brachyrhynchus), Canada goose (Branta canadensis), killdeer (Charadrius vociferous), western meadowlark (Sturnella neglecta) and gray fox (Urocyon cinereoargenteus). Specialstatus species observed flying overhead during biological surveys include white-tailed kite (Elanus leucurus) and golden eagle (Aquila chrysaetos), both of which are CDFW fully protected species. Both birds were observed foraging and quickly passed through the site.

Special Animal Status Species
Database queries for regionally-occurring special-status animal species are included in the BTR (Appendix C). The habitat affinities of each of these species were compared to the habitats present in the project site to determine the potential for each of these species to occur in the project site. Two FMC Willow and Grand Park Project
49 special-status animal species were determined to have the potential to occur in the project site or otherwise be affected by development of the proposed project (Table 12). In addition, salt marsh harvest mouse is discussed in this section due to requirements of the MMRP in the Specific Plan EIR, although it has no potential to occur in the project site or be impacted by the proposed project and is not included in Table 12 below (see Appendix G of the BTR for the salt marsh harvest mouse habitat assessment prepared for this project).

TABLE 12.

REGIONAL SPECIAL-STATUS SPECIES WITH POTENTIAL TO OCCUR IN THE PROJECT SITE Scientific Name/
Common Name

FESA/CESA/
CRPR or Other State Status* Habitat Suitability
Birds
Athene cunicularia
burrowing owl --/--/SSC
There is marginal suitable habitat in the project site
consisting of foraging habitat and ground squirrel
burrows for nesting. This species has been documented
on or adjacent to the site in the CNDDB.

Elanus leucurus
white-tailed kite --/--/FP
There is potential habitat for nesting and foraging in the project site. This species was observed on site and an old nest that could provide habitat is present on site.
*SSC – state species of special concern; FP – state fully protected Burrowing Owl (Athene cunicularia)
Federal Status – None
State Status – SSC
Other – None
Burrowing owls are often found in open, dry grasslands, agricultural and range lands, and desert habitats. They can also inhabit grass, forb, and shrub stages of pinyon and ponderosa pine habitats.

Burrowing owls occur at elevations ranging from 200 feet below mean sea level to over 9,000 feet amsl.

In California, the highest elevation where burrowing owls are known to occur is 5,300 feet amsl in Lassen County. In addition to natural habitats, burrowing owls can be found in urban habitats such as at the margins of airports and golf courses and in vacant urban lots. Burrowing owls nest in burrows and commonly perch on nearby fence posts or mounds. The owls also use ground squirrel burrows, badger dens or artificial burrows such as abandoned pipes or culverts (CDFW 2012).

Although the more northern burrowing owl populations migrate seasonally, burrowing owls are yearround residents in much of California. The owls often form loose colonies, with nest burrows approximately 50 and up to 3,000 feet apart (ICF 2012). The nesting season for burrowing owl can begin as early as February 1 and continue through August 31. Burrowing owls forage in adjacent grasslands and other suitable habitats with low vegetation primarily for insects and small mammals, and less often for reptiles, amphibians, and other small birds.

Survey History
All biological surveys included searching for burrowing owls, including transects of the site on April 4, 2019. Protocol surveys were conducted on May 2, May 23, and June 18, 2019. Protocol burrowing owl surveys were repeated the following year on February 28, 2020, and May 13, 2020. In addition, FMC Willow and Grand Park Project
50 biological reconnaissance surveys that included searching for burrowing owl and/or sign were conducted on June 3, 2020, April 26, 2021, September 22, 2021, October 26, 2021, November 9, 2021, December 1, 2021, January 4, 2022, and January 31, 2022. Burrowing owls, burrows, or sign were not observed on the project site during any of the surveys. All burrows were either abandoned, collapsed, or occupied by California ground squirrels or gray fox. Potential perch sites such as bollards were also inspected, however no indication of burrowing owl using the site was detected.

The nearest reported occurrence in CNDDB of burrowing owl is located approximately 0.5-mile north of the project site. The occurrence is from 1950 and is presumed to be extirpated. The occurrence considers the development of the vacant fields a possible cause and notes a steady decline of burrowing owls in Newark (CDFW 2020). There is another reported occurrence approximately 0.5-mile northwest from 1978 and 1979 (CDFW 2020). Burrowing owl was documented on site on January 17, 2012, in an unprocessed CDFW record (CDFW 2020). The record states that burrowing owl was observed foraging, and it does not identify any occupied burrows.

Habitat Suitability/Potential to Occur in the Project Site The project site provides suitable nesting, foraging and wintering habitat for this species. However, due to the high level of noise and human presence on the site due to ongoing remediation as well as in the immediate vicinity of the site resulting from the surrounding development activities, the site is not highly suitable for burrowing owl. The project site contains several California ground squirrel burrows that could be used by burrowing owl for nesting or stopover during winter migration. California ground squirrel burrows are scattered all over the site, with most burrows located adjacent to the site within the Hetch Hetchy ROW. Burrows are also present along the edge of compromised paved surfaces and along other dirt berms. No burrowing owls or sign (whitewash, feathers, pellets) were detected during protocol surveys or any other biological surveys. All burrows appeared to be vacant or occupied by California ground squirrel.

White-tailed Kite (Elanus leucurus)
Federal Status – None
State Status – Fully Protected
Other – None
White-tailed kite is a year-round resident in California in coastal areas and lowlands in the Central Valley. Population sizes increase during the non-breeding season due to over-wintering migrants.

Newark City CouncilJuly 23, 2026

Newark City Council
July 23, 2026