Agenda packet — Vallejo City Council, March 22, 2022 (part 10 of 12)

B. As referenced in Section 1022 of the DDA, upon Developer’s satisfactory completion of Developer’s Work and fulfillment of certain of its other obligations under the DDA, City is required to furnish Developer or its successors with a Certificate of Completion, which Certificate is required to be in such form as to permit it to be recorded in the Recorder’s Office of Solano County. This Certificate is conclusive determination of Developer’s satisfactory completion of ___________, ______________, and _____________.

C. City has conclusively determined that all such Developer’s Work [Insert: “other than the Site Preparation Work” if that work is addressed in separate recordable agreement] has been satisfactorily completed.

NOW, THEREFORE, City hereby certifies as follows:

1. Developer’s Work consisting of the Soil Testing, Planning Work (including new Specific Plan and Beautification Plan), Beautification Work, Demolition Work, Connolly OAK #4843-5079-9573 v18
Exhibit K Page 2
Corridor Development Work, [and Site Preparation Work] [Insert: “other than the Site Preparation Work” if that work is addressed in separate recordable agreement] has been fully and satisfactorily completed in conformance with the DDA. [Note: Reference to “Site Preparation Work” may be deleted and this Certificate may be recorded prior to completion of such work if Developer’s obligation to perform Site Preparation Work is set forth and memorialized in a separate statutory development agreement or other recordable agreement running with the land.]

2. The DDA is of no further force and effect and, except for those obligations which by their express terms survive termination of the DDA, City and Developer shall have no further rights, duties, obligations or liabilities thereunder. Without limiting the foregoing, the City option to repurchase, reenter and take possession of the Property upon the occurrence of certain events as provided for under DDA Section 806 is hereafter void and of no further force or effect.

3. This Certificate of Completion shall not be deemed or construed to constitute evidence of compliance with or satisfaction of any obligation of Developer to any holder of a mortgage, or any insurer of a mortgage, securing money loaned to finance the development of the Property. This Certificate of Completion is not a notice of completion as referred to in section 3093 of the California Civil Code.

4. All covenants set forth in the Quitclaim Deeds from City to Developer, the Construction Staging Area Irrevocable License, the Water System Reimbursement Agreement, the Sewer and Storm System Reimbursement Agreement, the Irrevocable Offer to Dedicate Roadways and the Agreement for Payment in Lieu of Taxes (PILOT Agreement) between City and Developer recorded in the Recorder’s Office of Solano County on _________, 202__, as Instrument Nos. ____________, ___________, ____________, ___________, and ______________, respectively, and in the _________________________ shall remain in effect and enforceable according to their terms.

IN WITNESS WHEREOF, City has executed this Certificate this ______ day of _________________, 202_.

CITY OF VALLEJO, a California municipal
corporation
By: _______________________________
______________, City Manager
ATTEST:
___________________________________
_______________, City Clerk
OAK #4843-5079-9573 v18
Exhibit K – Attachment No. 1
ATTACHMENT NO. 1

PROPERTY LEGAL DESCRIPTION
Real property in the City of Vallejo, County of Solano, State of California, described as follows:
[to be inserted]
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Exhibit L Page 1

Exhibit L

INSURANCE REQUIREMENTS
A. Developer shall procure and maintain, or as applicable, shall cause its contractor(s) to procure and maintain, for the duration of the DDA insurance policies set forth in subsection B. below. It shall be a requirement under this DDA that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this DDA; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. Such insurance shall not be construed to relieve Developer or its contractor(s) of any liability in excess of such coverages.

B. The required insurance coverages shall include:
(1) Commercial General Liability insurance at least as broad as Insurance Services Office Commercial General Liability form CG 0001 (“occurrence” form). (2) Automobile Liability insurance at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 (any auto). (3) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability insurance: $1,000,000 per accident for bodily injury or disease.
(4) Builder’s Risk insurance in an amount not less than the full insurable cost of the development project improvements and the Backbone Infrastructure on a replacement cost basis.
(5) Pollution and environmental liability insurance, including coverage for damages, cleanup and restoration costs.

C. The limits of the required insurance shall be no less than:
(1) General Liability: $10,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the DDA, or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
(3) Employer’s Liability: $1,000,000 per accident for bodily injury or disease.

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Exhibit L Page 2

(4) Pollution and environmental liability insurance: $5,000,000 per occurrence.

D. Any deductibles or self-insured retentions must be declared to and reasonably approved by the City. At the reasonable discretion of City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City and City Parties; or Developer shall cause its contractor to provide a financial guarantee (including without limitation indemnifications and bonds as applicable) reasonably satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

E. The general liability, automobile liability and pollution and environmental liability insurance policies must contain, or be endorsed to contain, the following provisions:
(1) Each policy shall include City and City Parties as additional insureds with respect to the liability, including defense costs, arising out of (a) work or operations by or on behalf of Developer or its contractor(s) including materials, parts or equipment furnished in connection with such work or operations, and (b) automobiles owned, leased, hired or borrowed by or on behalf of Developer or its contractor(s). The coverage shall contain no special limitations on the scope of protection afforded to the City and City Parties. (2) For any claims related to the DDA, the insurance coverage shall be primary insurance as respects the City and City Parties. Any insurance, self-insurance or joint self-insurance maintained by the City and City Parties shall be excess of the insurance required hereunder and shall not contribute with it.
(3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City and City Parties.
(4) The insurance required to be maintained by Developer or its contractor(s) hereunder shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. (5) Each insurance policy shall be endorsed to state that coverage shall not be cancelled by any party, reduced in coverage or in limits, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City or ten (10) days’ prior written notice by certified mail, return receipt requested for the non-payment of premium.

F. The workers’ compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Developer’s performance under the DDA. The waiver of subrogation rights endorsement in favor of the City of Vallejo shall be attached to the Certificate of Insurance.

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Exhibit L Page 3

G. Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII, unless otherwise agreed by City.

H. Developer shall furnish City with an original certificate of insurance and amendatory endorsements evidencing all required insurance coverage. The endorsements shall be on forms reasonably approved by the City. The certificates of insurance and all endorsements must be signed by a person authorized by the insurer to bind coverage on its behalf. All certificates and endorsements are required to be received and approved by the City before any work commences on the Property. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting coverage required by these specifications at any time. All insurance documents are to be sent to:

City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
Attn: Risk Manager
Phone: (707) 648-4485
With a copy to: City of Vallejo
P.O. Box 3068
555 Santa Clara Street
Vallejo, CA 94590
Attn: Economic Development Program Manager
Phone: (707) 649-5452
Developer shall include or cause its contractor to include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the requirements stated herein.

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Exhibit M

LOCAL ECONOMIC BENEFIT PROGRAM
The following procedures and provisions are intended to maximize local economic benefits to be derived from the Demolition Work, the Site Preparation Work and all future work of constructing and installing Backbone Infrastructure and other horizontal and vertical improvements on the Property (collectively, “Development Activities”), whether undertaken by Developer or its successors or assigns. As used herein the term “Developer” means Developer and its permitted successors and assigns. These procedures and provisions shall apply to all contracting and procurement activities related to performance or implementation of the Development Activities.

Developer and its Qualifying Contractor(s) (defined below) shall make good faith, commercially reasonable efforts to maximize the inclusion of Locally-Owned Business Enterprises and create opportunities for and hire qualified Local Residents. “Qualifying Contractor(s)” means and includes all general contractor(s) and each subcontractor with a contract or contracts to supply materials or labor or perform services in connection with Development Activities the total value of which is $100,000 or more. Developer and its Qualifying Contractors shall each affirm in writing that they will not discriminate against or give preference to any subcontractor or employee based on race, color, religion, age, gender, national origin, ancestry, creed, union membership, sexual orientation, or disability. Developer shall compile documentation of these efforts and provide data regarding the inclusion of Locally-Owned Business Enterprises and Local Residents in an Annual Report (defined below) to the City.

1. LBE Inclusion
Developer shall employ the following processes to ensure that good faith, commercially reasonable efforts are made to achieve the inclusion of LBEs. A “Locally-Owned Business Enterprise” or “LBE” is a firm with a valid business license that has a Substantial Presence (defined below) in the City of Vallejo. As used herein “Substantial Presence” means:

A. Opportunity Facilitation. All development, contracting and subcontracting opportunities shall be evaluated in an effort to package work into separate solicitations (including labor, materials, equipment, etc.) in a way that is practical, cost-effective, and meets the technical needs of the project while also maximizing opportunity and ensuring the competitiveness of LBEs and Local Residents.

B. Opportunity Advertising. Developer and all Qualifying Contractors issuing solicitations for contracts, subcontracts, sub-subcontracts, services or purchase orders shall take actions to ensure that such solicitations are administered in accordance with the following procedures:
• Announcements, including instructions for submission and the names and contact information for the Developer, general contractor(s) and/or contractor(s), shall be posted on a project website.

OAK #4843-5079-9573 v18 Exhibit M Page 2
• Advertisements shall appear in the Vallejo Times Herald, the North Bay Business Journal, and, at Developer’s option, such other periodicals and websites featuring local or regional news at least 30 days before the bid date. • Information regarding upcoming bids shall be made available to community organizations for posting on their respective websites at least 30 days before the bid date.
• Written notifications of bids shall be sent in advance to the City, the Solano County Workforce Development Board (“WDB”), the Solano Small Business Development Center (“SBDC”), and local chambers of commerce and business organizations, including but not limited to organizations listed in Section 6(A) below.

C. Contractor Proposal Evaluation. Each Qualifying Contractor shall be required to prepare and submit to Developer a “Local Business Inclusion Plan” that identifies the scope of work; any part(s) of that scope it intends to subcontract; and how it intends, through subcontracting, joint venturing, or using vendors and suppliers, to include LBEs.

A Local Business Inclusion Plan form is provided as Attachment M-1.

D. Small Business Development Center Consultation. Developer and each Qualifying Contractor with potential to include LBEs as subcontractors, sub-subcontractors, vendors or suppliers shall submit its Local Business Inclusion Plan to the SBDC and schedule a meeting with the SBDC. The meeting will provide the contract awardee the opportunity to learn about opportunities to contract with Vallejo LBEs.

E. Priority Consideration. Qualifying Contractors who submit proposals with LBE firms as partners or in joint ventures shall be given priority consideration for contract awards by the Developer.

As used herein “Substantial Presence” means a fixed and established place where work is carried on a clerical, administrative, and professional or production nature directly pertinent to the business being certified. A temporary location or movable property or one that was established to oversee a project such as a construction project office does not qualify. Businesses with offices both within and outside of the City that seek certification as a LBE must demonstrate the existence of a bona fide local office in accordance with the following criteria:
• The local office can and does function as an independent office site. • The local office maintains a City of Vallejo business license. • The local office serves as the point of sale for taxable transactions originating from or serviced out of that location.
• The local office is not merely a sham operation set up by a non-local business for the purpose of gaining LBE certification;
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• The local office contains all fixtures and/or equipment, including but not limited to, as appropriate, computer(s) software, copy machine(s), furniture, vehicle(s), tools, appliances and/or machinery necessary to operate the business for which the certification is sought; • The local office contains all space necessary to operate the business for which certification is sought, including but not limited to, as appropriate, office space, warehouse space, parking, yard area and/or shop area;
• The local office must be the main office for assigned personnel who conduct a full range of the business’ activities out of the local office including but not limited to, as appropriate, professional, clerical and/or administrative staff assigned and dedicated to the local office as necessary to operate the business for which certification is sought; • The local office functions on a daily basis, or a regular basis as otherwise appropriate, providing all services to operate the business for which certification is sought.

2. Job Creation and Local Workforce Inclusion
Developer shall establish a process for individuals who reside in the incorporated or unincorporated areas within Vallejo City boundaries, or in unincorporated areas within one (1) mile of the City boundary (“Local Residents”) to receive priority consideration for hiring by Developer and Qualifying Contractors working on the development of the Property during predevelopment and development phases of the Project.

A. Workforce Projection Plan. Each Qualifying Contractor submitting a bid or proposal for work shall be required to prepare and submit a “Workforce Projection Plan” to Developer as part of its bid or proposal. The Workforce Projection Plan shall describe the general scope of work under the potential development; its total projected staffing; the projected number of new hires and the type of skills and expertise needed for new hires that will be involved in fulfilling the contract; and a timeline for commencing the work. A form for a Workforce Projection Plan is provided as Attachment M-2.

B. Workforce Development Board Consultation. Each Qualifying Contractor with projected new hires shall also submit its Workforce Projection Plan to the WDB and schedule a meeting with the WDB. The meeting will provide the Qualifying Contractor the opportunity to learn about local workforce resources and employment related services.

C. Local Hiring Policy. Each Qualifying Contractor shall advise the WDB of each job opening associated with the applicable Development Activities and provide a job description including any special requirements. Referrals of qualified Local Residents by the WDB shall receive priority consideration for hiring.

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3. Non-Discrimination Hiring Policy
Developer and each Qualifying Contractor performing work or providing materials, goods or services in connection with the Development Activities shall provide the following “Declaration of Non-Discrimination Hiring Policy” as part of their bid or proposal for work:
• Affirmation that neither the Developer nor Qualifying Contractor, will discriminate on the basis of race, color, religion, age, gender, national origin, ancestry, creed, union membership, sexual orientation, or disability in the award and performance of its contract and/or any sub-contracts that may be needed to perform the work or services for which they are contracted.
• Affirmation that neither the Developer nor Qualifying Contractor will discriminate on the basis of race, color, religion, age, gender, national origin, ancestry, creed, union membership, sexual orientation, or disability with respect to hiring or employment practices.
• Affirmation that the Developer or Qualifying Contractor, as applicable, will comply with all applicable requirements of any federal, state or local law ordinance or regulation relating to equal opportunity and nondiscrimination.

A form for a Declaration of Non-Discrimination Hiring Policy is provided as Attachment M-3.

4. Reporting
A. Reporting to Developer. Following the execution of each applicable contract, Developer shall require each Qualifying Contractor to provide the following to Developer:
a copy of its Local Business Inclusion Plan, a copy of its Workforce Projection Plan, and a signed Declaration of Non-Discrimination Hiring Policy. Developer and each Qualifying Contractor shall maintain a “Record of Local Hiring and Contracting”, stating: (i) the number of all bids or proposals submitted by LBEs and a list of each accepted bid or proposal by a LBE during the period covered by the invoice, and (ii) a record of the number of applications for jobs submitted by Local Residents, the number of offers made, and the number of LBEs hired for the period covered by the invoice. A form for the Record of Local Hiring and Contracting is provided as Attachment M-4.

B. Reporting to the City. Developer shall prepare an Annual Local Economic Benefit Report (“Annual Report”) to be submitted to the City. The Annual Report will provide data on the number and type of LBEs that have received contracts as well as the number of Local Residents that have been hired for work related to the Development Activities based on records submitted by Qualifying Contractors. The Annual Report will also provide information on anticipated contracting and employment opportunities. The first Annual Report will cover the period following Closing through the end of the calendar year in which Closing occurs. Annual reports will be submitted annually no later than April 1.

The final report will be submitted following the completion of the Development Activities.

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5. Funding for LBE and Local Resident Outreach
Developer shall make an annual payment of Ten Thousand Dollars ($10,000) to each of the following entities:

Solano Small Business Development Center
500 Chadbourne Road
Fairfield, CA 94534
(707) 646-1071; [email protected]
https://www.solanosbdc.org/
Workforce Development Board of Solano County
1440 Marin Street
Vallejo, CA
Tel: (707) 648-4024; [email protected]
https://www.solanoemployment.org/
The first payments shall be made prior to the submission of the first Annual Report. Payments shall be made annually thereafter in the first quarter of the calendar year, and shall be reported in the Annual Report.

6. Outreach to Business Enterprises and Local Residents Developer will voluntarily conduct outreach to LBEs though the following measures:

A. Requiring advertising of bid solicitations broadly to local and regional chambers of commerce and business associations, including but not limited to the following organizations:

Vallejo Chamber of Commerce
425-A Virginia Street
Vallejo, CA 94590
(707) 644-5551; [email protected]
www.vallejochamber.com
Solano Hispanic Chamber of Commerce
P.O. Box 2118
Fairfield, CA 94533
(707) 280-8771; [email protected]
www.solanohispanicchamber.com
Solano County Black Chamber of Commerce
P.O. Box 149
Vallejo, CA 94590
(707) 704-7426; [email protected]
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www.scbcc.org
Filipino American Chamber of Commerce of Solano County
239 Cassady Street
Vallejo, CA 94590
(707) 556-5800; [email protected]
www.filamchamberatsolano.org
B. Encouraging outreach to trade associations and contractor associations organized by and for women, minorities and underrepresented groups with membership with qualifications relevant to opportunities related to the Property, including but not limited to:

National Association of Minority Contractors, Northern California 8100 Capwell Dr.

Oakland, CA 94621
(877) 791-1630; [email protected]
http://www.namcnc.org/
Tradeswomen, Inc.
337 17th Street, Suite 204
Oakland, CA 94612
(510) 891-1243; [email protected]
https://tradeswomen.org/
National Association of Women in Construction, San Francisco Chapter [email protected]
https://www.nawicsf.org/
Asian American Contractors Association
1167 Mission Street, 4th Floor
San Francisco, CA
(415) 928-5910
https://www.viethhosting.com/aaca/
C. Following up on all Qualifying Contractor bid solicitations directly with the applicable contractors and subcontractors, vendors or service providers expressing interest in current opportunities; and
D. Negotiating in good faith with contractor and subcontractors, vendors and service providers identified through outreach efforts that express interest.

OAK #4843-5079-9573 v18 Exhibit M – Attachment M-1 Page 1 Attachment M-1
Local Business Inclusion Plan
Note: Do not include confidential or sensitive business information. Submit following contract execution. Attach additional page(s) if needed.

Name of Contractor: _______________________________________Date Submitted: ________________ Scope of Proposed Work:

Scope of Work Available for contracting through Locally-Owned Business Enterprises (LBEs), defined as firms with a valid business license that has a substantial presence and a principal place of business in Vallejo:

Is this work being submitted as a partnership or joint venture with a LBE? Yes____ No____ If yes, please provide the name and contact information of the LBE(s):

Are there plans for subcontracting any of this work through LBEs? Yes____ No____ If yes, please describe the planned or potential subcontract(s):

Are there plans for potential joint venture(s) with LBE(s)? Yes____ No____ If yes, please describe the potential joint venture(s):

Are there plans for the potential use of LBEs as vendors or suppliers? Yes____ No____ If yes, please describe plans for LBEs as vendors or suppliers:

Date of Submittal to Solano Small Business Development Center: _________________ Date of meeting with Solano Small Business Development Center: ________________ OAK #4843-5079-9573 v18 Exhibit M – Attachment M-2 Page 1 Attachment M-2
Workforce Projection Plan
Note: Do not include confidential or sensitive business information. Submit following contract execution. Attach additional page(s) if needed.

Name of Contractor: _______________________________________ Date Submitted: ________________
Scope of Proposed Work:

Total Projected Staffing:______
Projected Number of New Hires: _______
Skills and Expertise Needed for New Hires (list number of hire(s) expected for each skill or area of expertise):

Expected timeline for work:
• Expected start of work or contract: _________________ • Date(s) to advertise for new hires (>30 days prior to expected hire(s)): _________________ • Expected hiring date(s): _________________
• Expected end of work or contract: _________________
Date of Submittal to Solano County Workforce Development Board: _________________ Date of meeting with Solano County Workforce Development Board: _________________ OAK #4843-5079-9573 v18 Exhibit M – Attachment M-3 Page 1 Attachment M-3
Declaration of Non-Discrimination Hiring Policy
Note: Submit with signed contract.

On behalf of __________________________ (name of business entity), I, __________________________ (name of authorized signatory), as an owner and/or officer of the above-named business entity, hereby declare and affirm that good faith, commercially reasonable efforts will be used to implement and uphold the following policies with respect to any and all work and business related to the development of the approximately 157-acre property commonly known as North Mare Island and referred to as the “Property” in the Disposition and Development Agreement dated __________, 2021, by and between City of Vallejo and The Nimitz Group, LLC:

The business entity named above will not discriminate on the basis of race, color, religion, age, gender, national origin, ancestry, creed, union membership, sexual orientation, or disability in the award and performance of its contract and/or any sub-contracts that may be needed to perform the work or services for which they are contracted.

The business entity named above will comply with all applicable requirements of any federal, state or local law ordinance or regulation relating to equal opportunity and nondiscrimination.

Signature:___________________________________ Date: ______________ OAK #4843-5079-9573 v18 Exhibit M – Attachment M-4 Page 1 Attachment M-4
Record of Local Contracting and Hiring
Note: Do not include confidential or sensitive business information. Report information for the period covered by the signed contract. Attach additional page(s) if needed.

Name of Contractor: __________________________________Date Submitted: ________________ Period Reported: ______________________
Local Hiring Report
Number of applications for jobs submitted by Local Residents, defined as individuals residing in Vallejo or an unincorporated area within one (1) mile of city limits: ________ Number of offers of jobs made to Local Residents: ________ Number of Local Residents Hired: ________
Local Contracting Report
Number of bids or proposals submitted by Local Business Entities (LBEs), defined as firms with a valid business license that have a substantial presence and a principal place of business in Vallejo: ________

Number LBE bids or proposals accepted: ________
List and describe any contract(s) entered or business conducted with LBEs:

EXHIBIT N
Irrevocable Offer to Dedicate Roadways
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RECORDED AT THE REQUEST OF
AND AFTER RECORDING MAIL TO:

City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Clerk
APNs:_______________________ Space above this line reserved for recorder’s use Exempt from Recording Fees (Government Code §27383)

IRREVOCABLE OFFER TO DEDICATE

ROADWAYS AND ROADWAY EASEMENTS
This Irrevocable Offer to Dedicate Roadways and Roadway Easements (“Offer”) is entered into as of ________________, 202__, by THE NIMITZ GROUP, LLC, a California limited liability company (“Offeror”), to the CITY OF VALLEJO, a California municipal corporation (“City”).

RECITALS:

A. Offeror and City are parties to that certain Disposition and Development Agreement dated ________________, 2022 (“DDA”), which provides for, among other things, conveyance by City to Offeror of City’s interest in certain City-Owned Property and NavyOwned Property comprising a portion of Mare Island Reuse Area 1A (as such terms are defined in the DDA) for purposes of development, including construction and installation of new backbone infrastructure. The DDA was recorded on ____________, 202_ as Instrument No 202_-__________ in the Official Records of the County of Solano, against title to the CityOwned Property and the Navy-Owned Property.

B. Concurrently herewith City is conveying to Offeror all of City’s right, title and interest in [Insert as applicable: “all” or “a portion of”] the [Insert as applicable: “City-Owned Property” or “Navy-Owned Property”] as described in Attachment No. 1 attached hereto (“Property”) pursuant to that certain Quitclaim Deed dated __________, 2022 (“Quitclaim Deed”) recorded in the Official Records of the County of Solano as Instrument No. 2022- _________________.

C. The Property contains certain existing roadways and ancillary improvements (collectively, Roadways as described below) which will be upgraded and/or replaced by Offeror or its successors at such time as the Property is developed. The DDA requires as a condition to City conveying the Property to Offeror that Offeror grant City an irrevocable offer to dedicate the Roadways, together with easements for same, which may or may not be accepted by City or OAK #4843-5079-9573 v18 Exhibit N Page 2
its designee(s) in whole or in part at a future date. The Roadways and easements, including anticipated future replacements thereof, are intended to provide the public, including owners and occupants of other properties on Mare Island with rights of pedestrian and vehicular access over, across and under and ingress and egress to and from the northerly portions of Mare Island, including rights-of-way between G Street and the State Highway 37 interchange.

D. The Parties intend that at such time as Offeror develops the Property, Offeror at its expense will install and dedicate to City, the Vallejo Flood and Wastewater District and other public and governmental agencies new Backbone Infrastructure, including road, street, alley and other customary appurtenant access improvements (including, without limitation, streetlights, curbs, gutters, drain inlets, signs, signals, benches and sidewalks) serving the Property and surrounding properties, together with easements for same, in accordance with the requirements of the New Specific Plan and conditions of approval applicable to Developer’s Future Applications for discretionary approvals. At such time as the new road, street, alley and other customary appurtenant access improvement and easement dedications are accepted by City, this Offer (except as to any Roadways and easements previously accepted by City), shall be deemed to have been rejected and terminated, and upon request by Offeror, City shall execute such documents as are reasonably necessary to memorialize termination of this Offer.

NOW THEREFORE, FOR VALUE RECEIVED, the value, adequacy and receipt of which are hereby acknowledged, the parties agree as follows:

AGREEMENTS:

1. Irrevocable Offer of Dedication. Offeror does hereby irrevocably offer to dedicate to City or a governmental entity designated by the City the road, street, alley and other customary appurtenant access improvements (including, without limitation, streetlights, curbs, gutters, drain inlets, signs, signals, benches and sidewalks) along the routes through the Property generally depicted in Attachment No. 2 attached hereto and by this reference incorporated herein, and as shown in more detail on that certain roadways diagram prepared by LFR Reimer dated March 14, 2002, on file with the City Clerk of the City of Vallejo (collectively, “Roadways”) together with non-exclusive, perpetual rights-of-way and easements for ingress, egress, access over, across and under, and use of, those portions of the Property improved with such Roadways. Upon acceptance of dedication, the City shall be responsible for all maintenance and repair of such Roadways or the applicable portion thereof accepted by City; provided, however, nothing herein shall be deemed to limit City’s ability to impose special taxes to fund such maintenance and repair through assessment or special tax districts established in accordance with applicable law. The Roadways are not and shall not become by virtue of this Offer, dedicated public rights-of-way and are not reserved to or accepted by City as such.

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2. Location of Easements.

2.1 At the time of recordation of this Offer, the exact dimensions of the Roadways and the easements following such Roadways have not yet been determined. Prior to acceptance of this Offer, City shall prepare a legal description of the Roadways and easement areas or portions thereof being accepted, and shall submit such descriptions and related materials to Offeror for its review and comment prior to finalizing such descriptions; provided however the parties agree that all Roadway widths shall be consistent with City standards and not limited by the existing paved dimensions of such Roadways. Offeror agrees that City and its designees may access the Property to complete a legal description prior to acceptance of the Offer.

2.2 Notwithstanding the above, in connection with its development of the Property, Offeror may alter the routes of some or all of the Roadways and/or replace existing Roadways with new Roadways in locations indicated in the New Specific Plan (or other locations approved by City, so long as such altered and/or new Roadways are sufficient in City’s reasonable judgement to provide the public, including owners and occupants of other property on Mare Island, adequate rights-of-way for pedestrian and vehicular access, ingress, and egress to and from northerly portions of Mare Island, including a means of travel between G Street and the State Highway 37 interchange). To the extent the locations of such new or altered Roadways have not yet been memorialized in new recorded offers of dedication, this Offer shall be deemed to apply to the Roadways in their new or altered routes.

3. Responsibility for Roadways Prior to Acceptance of Offer.

3.1 Prior to City’s acceptance of the Offer, Offeror agrees that the Roadways shall remain open and accessible for use by the general public, including owners and occupants of other properties on Mare Island. Offeror shall maintain all Roadways in a safe and usable condition until such time as City accepts the Offer, and Offeror shall not close, block or otherwise interfere with such use of the Roadways by the general public, including owners or occupants of other properties on Mare Island.

3.2 City shall incur no liability with respect to this Offer and shall not assume any responsibility for the Roadways or any portion thereof unless and until accepted by City.

Offeror shall bear all costs and liabilities of any kind related to the operation, upkeep and maintenance of the Roadways until the City has accepted the Offer, and following such acceptance the City will be responsible for the operation, upkeep and maintenance of the Roadways or applicable portion thereof which City has accepted. Notwithstanding the above, without being deemed to have accepted the Offer as to any portion of the Roadways, City, at its option and prior to accepting the Offer, may elect to undertake repairs or maintenance of the Roadways if Offeror fails to do so after being given written notice of the need for and a reasonable time to complete such work, all as City deems reasonably necessary to preserve public use of the Roadways, and Offeror hereby grants City and its contractors and subcontractors a right of entry onto the Property for such work. If, following notice and expiration of applicable cure periods, City undertakes repair and/or maintenance work with respect to the Roadways, Offeror shall reimburse City, within thirty (30) days following receipt of City’s written demand therefor (including copies of cost verification documents), for City’s reasonable out-of-pocket costs incurred in connection with such work.

OAK #4843-5079-9573 v18 Exhibit N Page 4

3.3 Offeror shall indemnify, defend and hold City harmless from all liabilities, claims, demands, damages and costs (including attorneys’ fees and costs) for bodily injury (including death) or property damage arising out of or relating to use of the Roadways, occurring prior to the date City accepts the Offer as to each portion of the Roadways, except to the extent arising from City’s or its employees, agents, or contractors active negligence or willful misconduct; provided, however, that Offeror shall remain obligated to defend City notwithstanding any actual or alleged comparative negligence on the part of City or its employees, agents or contractors until such time as the actual or alleged comparative negligence is adjudicated.

4. Time and Manner of Acceptance. This Offer is irrevocable and shall remain in effect until accepted by the City or terminated as provided below. This Offer may not be terminated, or the right to accept the Offer abandoned, except by Resolution of City’s City Council in the same manner as prescribed for summary vacation of streets or highways by Part 3 (commencing with Section 8300) of Division 9 of the Streets and Highways Code. City or an entity designated by City may accept this Offer in whole or in part by recording an acceptance of the Offer in the Official Records of Solano County. Upon recording of an acceptance, this Offer shall have the effect of a grant of the Roadways, or applicable portion thereof, and associated easement rights to City. Offeror agrees that to the extent permitted by law, City may elect to accept this Offer one or more times as to a portion or portions of the Roadways, and the Offer shall remain in effect as to the remainder of the Roadways.

5. Benefit and Burden. The provisions of this Offer shall run with the land and inure to the benefit of and be binding upon the parties and their heirs, successors or assigns, and any other person claiming an interest through them, whether voluntary or involuntary. All obligations, terms, conditions, and restrictions imposed by this Offer shall be deemed covenants and restrictions running with the land and shall be effective limitations on the use of the Property.

6. Notification upon Conveyance or Transfer. Upon the conveyance or transfer of the Property or a portion thereof or granting of an interest therein, Offeror or its successor, shall advise the purchaser or transferee of the existence of this Offer. Any use of the Property as security for any debt shall be subject to this Offer and City’s rights herein.

7. Notices. Any approval, disapproval, demand, document or other notice which either party may desire to give to the other party under this Offer must be in writing and shall be given by certified mail, return receipt requested and postage prepaid, personal delivery, or reputable overnight courier (but not by facsimile or email), to the party to whom the notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by notice.

CITY: City of Vallejo
P.O. Box 3068
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Manager
Telephone: (707) 648-4576
OAK #4843-5079-9573 v18 Exhibit N Page 5
With a copy to: City of Vallejo
P.O. Box 3068
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Attorney
Telephone: (707) 648-4545
OFFEROR: The Nimitz Group, LLC
_______________________
_______________________
_______________________
Attn.: _________________
Phone: (___) ___-____
With a copy to: _______________________
_______________________
_______________________
_______________________
Attn.: _________________
Phone: (___) ___-____
Any notice shall be deemed received on the date of delivery if delivered by personal service, on the date of delivery or refused delivery as shown by the return receipt if sent by certified mail, and on the date of delivery or refused delivery as shown by the records of the overnight courier if sent via nationally recognized overnight courier. Notices sent by a party’s attorney on behalf of such party shall be deemed delivered by such party. Telephone numbers are provided for convenience but use of such communication method shall not constitute delivery of notice as required by this Section.

8. Severability. If any provision of this Offer or its application is held to be invalid or unenforceable, no other provision shall be affected or impaired by such holding and the remainder of this Offer shall be valid and enforceable to the fullest extent permitted by law.

9. Applicable Law; Venue. The laws of the State of California, without regard to conflict of law principles, shall govern interpretation and enforcement of this Offer. Venue for any legal action shall be in the Superior Court of Solano County, California, or in the Federal District Court for the Northern District of the State of California.

10. Modifications. Any alteration, change or modification of or to this Offer in order to become effective, shall be made in writing and in each instance approved and signed on behalf of each party, and thereafter recorded.

11. Counterparts. This Offer may executed by the parties in counterparts, each of which shall be deemed to be an original and which when signed by the parties shall constitute a binding agreement.

OAK #4843-5079-9573 v18 Exhibit N Page 6

12. Recordation. This Offer shall be recorded in the Official Records of Solano County.

13. Recitals and Exhibits. The above Recitals and attached Exhibits are incorporated in and made part of this Offer.
[Signatures follow on next page]

OAK #4843-5079-9573 v18 Exhibit N Page 7
IN WITNESS WHEREOF, the parties have executed this Offer as of the day and year first written above.

OFFEROR:

THE NIMITZ GROUP, LLC,
a California limited liability company
By:

Name:

Its:

CITY:

CITY OF VALLEJO, a
California municipal corporation
By:

Name:

Its:

ATTEST:

, City Clerk
APPROVED AS TO FORM:

, City Attorney
OAK #4843-5079-9573 v18 Exhibit N – Acknowledgment Page 1

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

State of California )
County of ________________________ )
On ____________________, before me, ____________________________, 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

OAK #4843-5079-9573 v18 Exhibit N – Acknowledgment Page 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
OAK #4843-5079-9573 v18 Exhibit N – Attachment 1 Page 1 ATTACHMENT NO. 1
Legal Description of the Property
OAK #4843-5079-9573 v18 Exhibit N – Attachment 2 Page 1 ATTACHMENT NO. 2
Depiction of the Roadways

OAK #4843-5079-9573 v18 Exhibit O Page 1
Exhibit O

FORM OF WATER SYSTEM REIMBURSEMENT AGREEMENT

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Vallejo
P.O. Box 3068
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Clerk
Record for the Benefit of
the City of Vallejo
Pursuant to Government Code
Section 27383
Space Reserved for Recorder's Use Only

WATER SYSTEM REIMBURSEMENT AGREEMENT
This WATER SYSTEM REIMBURSEMENT AGREEMENT (“Agreement”) is made and entered into as of ______________________, 2022 (“Effective Date”), by and between the CITY OF VALLEJO, a California municipal corporation (“City”), and THE NIMITZ GROUP, LLC, a California limited liability company (“Developer”).

Recitals
The following Recitals are a substantive part of this Agreement.

A. City and Developer are parties to that certain Disposition and Development Agreement (“DDA”) dated ______________, 2022, recorded in the Official Records of the County of Solano as Instrument No. _____________, which provides, among other things, for (i) City’s phased conveyance to Developer of approximately 157 acres of real property comprising a portion of Mare Island Reuse Area 1-A, consisting of the City-Owned Property and NavyOwned Property (collectively, the “Property”), as described in the DDA, excluding certain existing storm drain and sanitary sewer lines and ancillary above and below ground facilities and improvements (collectively, “Sewer Lines”) and existing potable and fire suppression water lines and ancillary above and below ground facilities and improvements (collectively, “Water Lines”) located on and under such Property, which will be retained by Vallejo Flood and Waste Water District (“VFWD”) and City, respectively; (ii) Developer’s construction and installation of new backbone infrastructure improvements, including roadways, pedestrian paths, and other public rights-of-way and public access facilities; potable water, sanitary sewer, storm water, electrical, telephone/cable/data and natural gas lines, conduits and facilities; parks; landscaping; public OAK #4843-5079-9573 v18 Exhibit O Page 2
parking; and lighting; and other public facilities and utilities in connection with Developer’s development of the Property; and (iii) Developer’s commitment, on behalf of itself and its successors and assigns, to reimburse VFWD and City for the costs incurred by VFWD and City in connection with the ongoing maintenance and repair of such existing Sewer Lines and Water Lines, until such time as Developer or its successors or assigns have upgraded and/or replaced the existing Sewer Lines and Water Lines with new storm drain and sanitary sewer facilities and improvements and new potable and fire suppression water lines, facilities and improvements and such new facilities and improvements, together with customary easements for same, have been accepted by VFWD or City, as applicable. Nothing herein shall be deemed to prohibit City and Developer from pursuing alternatives to public dedication of new facilities and improvements, including establishment of privatized utility systems, to the extent acceptable to City and Developer, each in its sole and absolute discretion. Capitalized terms not otherwise defined herein shall have the meanings set forth in the DDA.

B. Concurrently herewith, (i) City is conveying to Developer the City-Owned Property described in Attachment No. 1 attached hereto and incorporated herein so that Developer may undertake certain planning related work and thereafter undertake comprehensive redevelopment of the City-Owned Property and, following Developer’s acquisition of the NavyOwned Property from City as provided in the DDA, the balance of such Property, all as provided in the DDA, and (ii) Developer and VFWD are entering into a Sewer System Reimbursement Agreement setting forth Developer’s commitments to reimburse VFWD for costs to be incurred by VFWD in connection with the ongoing maintenance and repair of the existing Sewer Lines.

C. City has agreed to provide Developer requested flexibility regarding timing of development of the Property on the condition that Developer commit to reimburse City for the ongoing costs to be incurred by City in connection with the maintenance and repair of the existing Water Lines retained by City until such time as Developer or its successors or assigns have upgraded and/or replaced such existing Water Lines with new potable and fire suppression water lines and ancillary facilities and improvements and such new infrastructure improvements, together with customary easements for same, have been accepted by City, all as set forth herein and in the DDA.

D. City has determined that by entering into this Agreement, City will promote orderly growth and quality development on Mare Island in accordance with the goals and policies set forth in the Reuse Plan and the City’s General Plan.

NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the parties hereby agree as follows:

Agreements

1. Term. The term (“Term”) of this Agreement shall commence on the Effective Date set forth above and shall continue in effect until such time as Developer has upgraded and/or replaced all of the existing Water Lines with new potable and fire suppression water lines and ancillary facilities and improvements and such new infrastructure improvements, together with customary easements for same, have been accepted by City. As and when the existing Water Lines are upgraded and/or replaced by Developer and accepted by City, City upon written OAK #4843-5079-9573 v18 Exhibit O Page 3
request of Developer, shall execute and record a notice of termination or other similar instrument evidencing the termination of this Agreement as to the Property or portion thereof, as applicable.

To the extent Water Lines maintenance and repair work is performed by City personnel, Developer shall pay the fully-loaded hourly cost of such personnel at the then current hourly rates for such personnel as reasonably determined by City. For convenience of reference, the fully loaded hourly rates for City Water Department staff as of the Effective Date are listed in the Hourly Rate Sheet attached hereto as Attachment No. 3 and incorporated herein. Developer acknowledges that the rates set forth in the Hourly Rate Sheet will be adjusted annually by City, and upon request by Developer from time to time during the Term the City shall provide Developer with updated copies of City’s then current Hourly Rate Sheet. To the extent Waterline maintenance and repair work is performed by third-party contractors, Developer shall pay the actual out-of-pocket costs of such work, plus an administrative fee equal to 20% of the cost of such work. Developer’s obligation to reimburse City for Eligible Costs incurred by City during the Term shall survive the expiration or termination of this Agreement.

3. Deposit and Payment.
a. Deposit. Upon execution of this Agreement, Developer shall deposit with City the sum of Thirty Thousand Dollars ($30,000) in cash or other immediately available funds (“Deposit”). The Deposit shall be held by City in a non-interest bearing account. The Deposit is not a “source of income” within the meaning of the California Political Reform Act (pursuant to California Government Code Section 87103.6). b. Payment Process. City is authorized to pay or deduct from the Deposit all bills, invoices or demands for Eligible Costs. City shall draw upon the Deposit and pay each Invoice in full, without deduction or offset, within thirty (30) calendar days of the Invoice date (or such longer time period as provided under the applicable Invoice) to the extent sufficient Deposit funds are available. If the amount of any unpaid Invoice(s) exceeds the available Deposit funds, City shall promptly notify Developer in writing, and Developer shall have twenty (20) business days after the date of City’s notice to deposit with City cash or other immediately available funds to cover any such Invoice(s), which notice shall include copies of all applicable cost verification documents.

OAK #4843-5079-9573 v18 Exhibit O Page 4
c. Deposit Replenishment. If the funds in the Deposit amount to less than Ten Thousand Dollars ($10,000), Developer shall replenish the Deposit to the full amount set forth in subsection 3.a. above, by remitting to City cash or other immediately available funds in the required amount within twenty (20) business days following City’s written demand therefor, which demand shall be accompanied by a copy of each invoice, bill, or other evidence or reasonable substantiation of Eligible Costs (“Invoice”) evidencing amounts previously paid by City from Developer’s Deposit. Developer’s failure to timely replenish the Deposit will result in a Late Charge in accordance with Section 3.d.
d. Late Charge. Late replenishment of the Deposit or late payment of any Eligible Costs will cause City to incur additional costs, including administration and collection costs and processing and accounting of expenses (“Delinquency Costs”). If Developer has not timely replenished the Deposit or timely paid Eligible Costs as provided in this Agreement, Developer shall immediately be charged a late charge of five percent (5%) of the delinquent amount (“Late Charge” or “Late Charges”). City is authorized to deduct any and all Late Charges from the Deposit. City and Developer recognize that the expenses City shall suffer as a result of Developer's failure to make timely payments is difficult to ascertain and agree that the five percent (5%) late charge represents a reasonable estimate of the Delinquency Costs that would be incurred by City by reason of late payment by Developer. Late Charges are in addition to any penalties, late charges, and/or interest assessed by third parties under any Invoice. City's acceptance of any Late Charge does not prevent City from exercising any rights and remedies available under this Agreement, at law, or in equity, all of which are and shall remain available to City.
e. Interest on Unpaid Amounts. In the event Developer fails to timely reimburse City for Eligible Costs, any unpaid amount shall accrue interest at 5% per annum, compounded annually, or the maximum amount allowed under applicable law, whichever is less. Interest on unpaid amounts is in addition to any Late Charges assessed by City, as well as late charges, penalties, and/or interest assessed by third parties under any Invoice.
f. Return of Deposit. Within thirty (30) days following expiration or termination of this Agreement, City shall refund that portion of the Deposit (if any) that has not been expended or committed by City.

4. Notice of Maintenance and Repair Work. City shall provide Developer with at least 72-hours prior notice of scheduled Water Lines maintenance and repair work, except in case of emergency repairs, in which case City shall endeavor to provide telephonic notice to Developer prior to commencing such work. City’s failure to provide such prior notice shall not relieve Developer of its obligation to reimburse City for the Eligible Costs of such work.

5. Recording; Amendment upon Acquisition of Navy-Owned Property. This Agreement shall be recorded with the County of Solano Recorder's Office upon execution. Upon City’s acquisition of fee title to the Navy-Owned Property or portion thereof from the Navy and OAK #4843-5079-9573 v18 Exhibit O Page 5
conveyance thereof to Developer pursuant to the DDA, City and Developer, upon request by either party, shall execute and record an amendment to this Agreement to add the Navy-Owned Property or portion thereof to the property which is the subject of this Agreement as of the Effective Date.

6. Covenants Run with the Land. All covenants contained in this Agreement shall be covenants running with the land, but only for the duration of the Term, and thereafter shall be of no further force or effect. All covenants in this Agreement shall be binding for the benefit of the City and such covenants shall run in favor of the City for the Term, without regard to whether the City is or remains an owner of any land or interest therein to which such covenants relate, but only for the duration of the Term.

7. Statement of Good Faith. The parties acknowledge and agree the payment obligations established by this Agreement were negotiated in good faith in recognition of and with due consideration of the cyclical nature of the real estate development business. Each party was represented by counsel in negotiation and preparation of this Agreement and has entered into this Agreement after full and due consideration and with the advice of its counsel and its independent consultants.

8. Notices. All notices, consents, requests, or other communications provided for or permitted to be given hereunder by a party must be in writing and will be deemed to have been properly given or served upon the personal delivery thereof, via courier delivery service or otherwise. Such notices shall be addressed or delivered to the parties at their respective addresses shown below.

To Developer: The Nimitz Group, LLC
c/o Southern Land Company
1195 Walnut Ave
Vallejo, CA 94592
Attn.: Andrea Jones
Telephone: (707) 356-8810
With a copy to: The Nimitz Group, LLC
c/o Southern Land Company
Attn.: Legal Department
3990 Hillsboro Pike, Ste. 400
Nashville, TN 37215
Email: [email protected]
To the City: City of Vallejo
P.O. Box 3068
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Manager
Telephone: (707) 648-4576
OAK #4843-5079-9573 v18 Exhibit O Page 6
With a copy to: City of Vallejo
P.O. Box 3068
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Attorney
Telephone: (707) 648-4545

9. Representations of City. City represents and warrants to Developer (i) it has secured all approvals necessary to duly authorize the execution, delivery and performance of this Agreement and its obligations hereunder, and (ii) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement by the terms, conditions or provisions of any law, any order of any court or other agency or authority of government, or any agreement or instrument to which the City is a party or by which the City is bound, and (iii) this Agreement is a legal, valid and binding obligation of the City and is enforceable in accordance with its terms.

10. Representations and Covenants of Developer. Developer represents and warrants to City (i) it is duly organized and is authorized to conduct business in the State of California, and (ii) it is authorized and has the power under the laws of the State of California to enter into this Agreement and the transactions contemplated hereby, and to perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and (iii) the performance of its obligations hereunder will not violate, result in a breach of, or constitute a default under, any agreement or instrument to which such Developer is a party or by which Developer is bound, and this Agreement is a legal, valid and binding obligation of such Developer enforceable in accordance with its terms. During the Term of this Agreement, Developer will not voluntarily seek to invalidate this Agreement.

11. City’s Enforcement Rights; Mortgagee Protection. In the event that Developer fails to make any payment to City by the date such payment is due, the City shall have a lien on the Property, or applicable portion thereof, for the amount of such Eligible Costs, which lien shall be perfected by the recordation of a “Notice of Claim of Lien” against the Property or applicable portion thereof. Any lien in favor of the City created or claimed hereunder is expressly made subject and subordinate to any mortgage or deed of trust made in good faith and for value, recorded on title to the Property, or applicable portion thereof, as of the date of the recordation of the Notice of Claim of Lien, and no such lien shall in any way defeat, invalidate, or impair the obligation or priority of any such mortgage or deed of trust. City may also pursue any and all other remedies available in law or equity in the event of a breach of Developer’s obligations and covenants set forth herein.

OAK #4843-5079-9573 v18 Exhibit O Page 7
(b) Attorneys’ Fees. If, by reason of any default on the part of any party in the performance of its respective obligations hereunder, the non-defaulting party employs one or more attorneys, the defaulting party shall pay the non-defaulting party’s reasonable costs, expenses, and attorneys’ fees reasonably expended or incurred by the non-defaulting party in connection therewith, whether or not suit is instituted. (c) Non-Waiver. The failure of any party to exercise any of its rights under this Agreement or to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any such right or of any subsequent default of the same or a similar nature.
(d) Severability. Invalidation of any one of the provisions of this Agreement shall in no way affect any other provision each of which shall remain in full force and effect.
(e) Entire Agreement. This Agreement, together with the DDA, is fully integrated and contains the entire agreement between the parties as to the subject matter hereof. There are no representations, inducements or promises of any kind other than expressly stated herein. This Agreement may not be modified except by a writing signed by all parties.
(f) Construction and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of California, without reference to choice of laws principles, and, unless otherwise required by applicable law, the parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state court located in Solano County, California, or, if there is federal jurisdiction, the United States District Court (Eastern District) Sacramento. This Agreement is deemed to be joint work product of the parties, and shall not be construed against any particular party as the drafter.
(g) Captions. The captions in this Agreement are for convenience and ease of reference only, and in no way define or limit the intent of this Agreement. (h) Incorporation of Recitals and Attachments. The recitals of this Agreement and the attachments hereto are hereby incorporated into the body of this Agreement as though fully set forth herein.
(i) Independent Representation. Each of the parties to this Agreement is equally sophisticated. Each has conducted an independent investigation of all facts and circumstances they consider necessary or desirable. And each has consulted with its respective attorneys and advisors, to the extent it considers necessary or desirable, before entering into this Agreement.

OAK #4843-5079-9573 v18 Exhibit O Page 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above.

CITY:

City of Vallejo, a California municipal
corporation
By:__________________________________
Michael Malone, Interim City Manager
[Signature must be notarized]
ATTEST:
_________________________________
Dawn G. Abrahamson, City Clerk
APPROVED AS TO FORM:
_________________________________
Veronica Nebb, City Attorney
DEVELOPER:

THE NIMITZ GROUP, LLC, a California
limited liability company
By: ______________________________
[Signature must be notarized]
Print Name: ________________________
Its: _________________________
OAK #4843-5079-9573 v18 Exhibit O – Notary

NOTARY ACKNOWLEDGMENTS
To be inserted
OAK #4843-5079-9573 v18 Exhibit O – Attachment 1
ATTACHMENT NO. 1

PROPERTY LEGAL DESCRIPTION
To be inserted
OAK #4843-5079-9573 v18 Exhibit O – Attachment 2
ATTACHMENT NO. 2

ILLUSTRATIVE LIST OF MAINTENANCE AND REPAIR SERVICES
• Water main repairs, including but not limited to sheer, longitude or holes in main line, contractor hitting pipelines while excavating cutting in all types fittings to reconnect water main or services
• Service laterals including fire services up to the point of service ( from main to meter/ backflow device repairs, replacement, hit by contractor • Repair/Replace (R/R) valves, curb stops, corporation stops, angle stops, gate and butterfly valves.
• R/R Meter, backflow set, meter spud leaks
• R/R Air relief valves
• R/R Backflow devices
• Install/test new backflow devices
• Cross connection surveys
• Backflow repairs and subsequent testing
• Leak detection
• R/R fire hydrants. knock overs, nozzles, operating nuts and leaking • Fire flow testing
• Service/main abandonments
• Hot taps
• Bacteriological sampling after repairs
• Valve exercising
• First responder duties that include triage of leaks, turn on/ shutoffs, water quality complaints after hour responses
• Soil testing/haul off if applicable
• Underground Service Alerts (USA’s locating services).. • R/R damaged meter boxes, valve cans clusters
• R/R blow off assemblies and related appurtenances.

OAK #4843-5079-9573 v18 Exhibit O – Attachment 3
ATTACHMENT NO. 3

HOURLY RATE SHEET
(IN EFFECT FOR FISCAL YEAR 2021/22)
Position Hourly Rate
Distribution - for repairs and planned maintenance
Water Distribution Superintendent $117.05
Assistant Water Distribution Superintendent $97.80
Utility Supervisor $117.74
Senior Water Distribution Technician $89.38
Water Distribution Technician $62.86
Heavy Equipment Operator $74.93
Water Maintenance Worker $64.36
Senior Meter Mechanic $74.93
Meter Mechanic $68.75
Water Quality Sampling- for main breaks and
periodic routine required sampling
Laboratory Supervisor $100.11
Water Quality Analyst $64.22
Laboratory Analyst $71.87
Engineering - in case of complex main break requiring re-routing of water Water Engineering Manager $128.40
Senior Civil Engineer $112.97
Associate Civil Engineer $103.09
Assistant Civil Engineer $103.09
Senior Engineering Tech $95.68
Engineering Tech II $64.22
GIS Specialist $92.91
Facilities Maintenance – applicable if main break involves a pump station Senior Utility Mechanic $83.68
Utility Mechanic II $83.30
Senior Instrumentation Technician $101.48
Instrumentation Technician I/II $87.19
OAK #4843-5079-9573 v18
Exhibit P Page 1

Exhibit P

ARBITRATION PROCEDURES
(A) In the event of any dispute with respect to (i) the matters set forth in Sections 601 through 606, or (ii) the amount of Developer’s Project Hard Costs (collectively the “Arbitration Disputes”), if any Arbitration Disputes are not resolved by the Initial Dispute Resolution Process (defined below), then without limiting any other remedy permitted hereunder, either party may elect to refer such matter to arbitration by a single arbitrator (the “Arbiter”) and may compel the matter to be arbitrated as provided herein. The parties shall agree and designate the Arbiter within ten (10) business days of a written request therefor. The Arbiter shall be an experienced professional with a background and/or education in engineering, architecture or other fields relevant to the subject matter of the dispute and familiar with the development and construction of projects comparable to the Developer’s proposed development of the Property. If the parties cannot agree on an Arbiter within ten (10) business days after a request for arbitration hereunder, then either party may, on behalf of both parties, request that the appointment of an Arbiter be designated by JAMS in San Francisco, California, and the other party shall not raise any questions as to such person’s full power and jurisdiction to entertain the application for and make the appointment. Notwithstanding the foregoing, prior to submitting any Arbitration Disputes to arbitration in accordance with the foregoing, the parties shall first be required to meet and confer with the appropriate employees and representatives of each party, as well and the parties’ respective senior management, in an effort to resolve the applicable Arbitration Dispute (such process, the “Initial Dispute Resolution Process”). The Initial Dispute Resolution Process shall be conducted in good faith and within a reasonable period of time given the circumstances, but not to exceed thirty (30) days. If the Arbitration Dispute is not resolved during the Initial Dispute Resolution Process, then the parties may proceed with arbitration in accordance with this Exhibit.
(B) The Developer and the City shall each initially advance fifty percent (50%) of the required arbitration fee. Within fifteen (15) days following the appointment of the Arbiter the parties shall each state their respective arguments in writing, and attach such supporting statements and materials as it shall deem appropriate, and deliver such statement with attachments to the Arbiter and to the other party. If a party does not so deliver such statement or if a party fails to appear at the hearing, the Arbiter may enter a default award against such party, provided said party received actual notice of the hearing. In order to obtain a default award, the complaining party need not first seek or obtain an order to arbitrate the controversy pursuant to Code of Civil Procedure §1281.2 or any other relevant law. (C) The Arbiter shall issue its opinion within ten (10) business days after his or her receipt of the statements. If the Arbiter refuses to or fails to act within such time, JAMS shall appoint a successor Arbiter. The Arbiter may order specific, reasonable actions and procedures, in the form of a temporary restraining order, preliminary injunction or permanent injunction, to mitigate the effects of the non-compliance and/or to bring the non-compliant party into compliance.

OAK #4843-5079-9573 v18
Exhibit P Page 2

(D) Except as otherwise provided, the Arbiter shall have no power to add to, subtract from, disregard, modify or otherwise alter the terms of the this Agreement, or any other agreement between the parties, or to negotiate new agreements or provisions among the parties.

The inquiry of the Arbiter shall be restricted to the particular Arbitration Dispute at issue. (E) A decision of the Arbiter issued hereunder shall be final and binding upon the parties.
(F) The losing party in arbitration shall pay the Arbiter’s fees and related costs of arbitration. Each party shall pay its own attorneys’ fees and costs provided that fees may be awarded to the prevailing party if the Arbiter finds that the request was frivolous or that the arbitration action was otherwise instituted or litigated in bad faith. Judgment upon the Arbiter’s decision may be entered in any court of competent jurisdiction. (G) Applicable California laws, including the California Arbitration Act, shall govern all arbitration proceedings.

OAK #4843-5079-9573 v18
Exhibit Q Page 1

Exhibit Q

CONSTRUCTION STAGING AREA IRREVOCABLE LICENSE
Recording Requested By
And When Recorded Mail To:

City of Vallejo
P.O. Box 3068
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Clerk
)
)
)
)
)
)
)
)
(Space Above This Line for Recorder’s Use Only)
[Exempt from recording fee per Gov. Code § 27383]
This CONSTRUCTION STAGING AREA IRREVOCABLE LICENSE (this "Agreement") is made as of_______________, 202___, by and between [THE NIMITZ GROUP, LLC, a California limited liability company] (“Licensor”) and the CITY OF VALLEJO, a California municipal corporation (“Licensee”) with reference to the following facts:

Recitals
A. Licensor and Licensee are parties to that certain Disposition and Development Agreement (“DDA”) dated ______________, 2022, recorded in the Official Records of the County of Solano as Instrument No. _____________, which provides, among other things, for Licensee’s phased conveyance to Licensor of approximately 157 acres of Property comprising a portion of Mare Island Reuse Area 1A, as described in the DDA. Capitalized terms not otherwise defined herein shall have the meanings set forth in the DDA.

B. Concurrently herewith, Licensee is conveying to Licensor a portion of the Property so that Developer may undertake certain planning related work and thereafter undertake comprehensive redevelopment thereof, all as provided in the DDA. The portion of the Property conveyed to Licensor includes the real property located in the City of Vallejo, California described in Attachment No. 1 attached hereto (the “Licensor Property”).

C. Pursuant to Section 317 of the DDA, Licensor is obligated to grant Licensee an irrevocable floating license to use, from time to time, a portion consisting of no more than three (3) acres of the Licensor’s Property for the sole and limited purpose of a construction lay down area for storage of equipment and materials for repair and maintenance work on the Mare Island Causeway Bridge that City will perform or cause to be performed from time to time. The portion of Licensor’s Property which is subject to the floating license (“Potential License Area”) is generally depicted in Attachment No. 2 attached hereto OAK #4843-5079-9573 v18
Exhibit Q Page 2

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as follows:

Agreement

1. GRANT OF FLOATING LICENSE: Licensor hereby grants to Licensee, at no cost to Licensee, an irrevocable floating license (“License”) to access and use an area within the Potential License Area not to exceed three (3) acres in size (“License Area”) to be mutually agreed upon by the parties from time to time as provided herein for intermittent repair and maintenance work on the Mare Island Causeway Bridge that City will perform or cause to be performed from time to time (the “Permitted Use”).

2. PROCESS FOR IDENTIFICATION OF SPECIFIC LICENSE AREA. Not less than sixty (60) days prior to the date on which Licensee requires use of the License Area, Licensee shall provide written notice (“Lay-Down Notice”) to Licensor detailing the nature and anticipated duration of the repair or maintenance project (“Project”), the required term (“Term”) of use of the License Area for such Project, the size of the laydown area required by Licensee in connection with the Project, and any other factors that may be relevant to identification of a mutually acceptable License Area location. Within ten 10 business days following receipt of such Lay-Down Notice Licensor (or, if Licensor includes more than one person or entity, the various persons and entities comprising Licensor) shall provide written notice to Licensee identifying the proposed License Area to be made available for Licensee’s Project which License Area shall be consistent with the parameters specified by Licensee in its initial Lay-Down Notice. If Licensee determines that the License Area as proposed by Licensor is not reasonably acceptable for Licensee’s use, the parties shall meet and confer and work together in good faith to identify a mutually acceptable License Area location.

3. PROJECT SPECIFIC LIMITED TERM LICENSE AGREEMENTS. Either party, at its option, may require for any particular Project that the Term and location of the specific License Area and other rights and obligations of the parties, be memorialized in an unrecorded Projectspecific license agreement which shall be consistent in all material respects with this Agreement,

4. LICENSOR RESERVED RIGHTS. Licensor retains the right to access and use the Licensor Property for any purpose which is not inconsistent with the floating License granted herein and so long as such access and use by Licensor does not unreasonably interfere with Licensee’s intermittent Permitted Use of a mutually acceptable License Area for each Project.

Licensee shall have no right to access any portion of the Licensor’s Property outside of the License Area; provided, however, Licensee shall have the right of vehicular and pedestrian access over and across those areas (“Access Areas”) that Licensee and Licensee Parties (defined below) need to cross to gain access to and from the License Area and the nearest street or roadway.

5. USE OF THE LICENSE AREA: During the Term of each intermittent Permitted Use, the License Area may be used by Licensee and Licensee’s employees, agents, guests, contractors, subcontractors, and invitees (collectively, the “Licensee Parties”) solely for the OAK #4843-5079-9573 v18
Exhibit Q Page 3

Permitted Use, and for no other purposes. Licensee agrees to comply with all reasonable rules and regulations that Licensor may establish for the use of the License Area and Access Areas (including without limitation commercially reasonable security procedures), and Licensee agrees to abide by all such rules, regulations, and procedures. Licensee further agrees, at its cost, to comply with all applicable laws, ordinances, codes, orders, rules, regulations and directions of governmental authorities with respect to its use and/or occupancy of the License Area, and not allow or permit the use of the License Area or Access Areas for any unlawful purpose. The parties hereby acknowledge and agree that Licensee shall not be allowed to bring upon, store, or use any hazardous substances or materials on the License Area other than paints and similar materials of a type and in quantities typically used in connection with maintenance work that is similar to the work Licensee is performing in connection with Licensee’s Project, subject to the foregoing provisions of this Section 5 and any other applicable provisions of this Agreement.

6. INDEMNIFICATION AND RELEASE:

6.1 Licensee, as a material part of the consideration for this Agreement, waives any and all claims against Licensor, its directors, officers, employees and agents (individually, a “Licensor Party” and, collectively, the “Licensor Parties”) for damages by reason of any death of or injury to any person or persons, including Licensee, any other Licensee Parties, or any other third persons, in or about the License Area, or any injury to property of any kind whatsoever and to whomsoever belonging, including, without limitation, property of any Licensee Party, arising or in any way connected with Licensee’s use of the License Area, except to the extent such result from the negligence or willful misconduct of a Licensor Party. The preceding notwithstanding, in no event shall Licensor be liable to Licensee under any circumstances for any claims of lost profits, loss of business or lost income, or consequential or punitive damages.

6.2 Licensee shall defend, indemnify and hold harmless Licensor and the other Licensor Parties from and against any and all claims, demands, liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, losses, costs and expenses, including without limitation, court costs and attorneys’ fees (collectively “Claims”) arising from or relating to (i) any loss of life, damage or injury to person, property or business occurring in or from the License Area to the extent caused (in whole or in part) by Licensee or any other Licensee Party, (ii) any violation of this Agreement by any Licensee Party, and (iii) any hazardous materials or substances brought onto the License Area by Licensee or any Licensee Party during the Term of each intermittent Permitted Use; in each case except to the extent such Claims are the result of the negligence or willful misconduct of a Licensor Party. Licensee will give prompt written notice to Licensor of any casualty or accident on or about the License Area.

6.3 The provisions of this Section 6 will survive the expiration of the Term of each intermittent Permitted Use.

7. INSURANCE: At its sole cost and expense, Licensee shall maintain, and cause any contractors performing any work at the License Area to maintain, in full force and effect during the Term of each intermittent Permitted Use (i) general liability insurance coverage, including property damage and contractual liability coverage, with minimum limits of $1,000,000 per occurrence; $3,000,000 general aggregate, for bodily injury, personal injury, and property OAK #4843-5079-9573 v18
Exhibit Q Page 4

damage insuring against claims which may arise in connection with the use of the License Area, and (ii) Workers' Compensation Insurance and Employers liability insurance with statutory limits. Licensor may satisfy the foregoing insurance requirements through participation in joint self-insurance pool with other public agencies. Any insurance carried by Licensor shall be for the sole benefit of Licensor as to claims brought under this Agreement. All insurance policies herein to be procured by Licensee or its contractors shall (a) be provided by reputable insurers qualified in the State of California or be authorized to self-insure per State of California regulations; (b) be written as primary policy coverage and not contributing with or in excess of any coverage which Licensor may carry; and (c) name the Licensor and such other parties reasonably designated by Licensor as additional insured as its (their) interests may appear (general liability only). Neither the issuance of any insurance policy required hereunder, nor the minimum limits specified herein, shall be deemed to limit or restrict in any way Licensee’s liability arising under or out of this Agreement. The term "insurance policy" as used in this Agreement shall be deemed to include any extensions or renewals of such insurance or joint pool self-insurance policy. Licensee shall provide Licensor with reasonable proof of such insurance or joint pool self-insurance coverages (such as a certificate of insurance or coverage) and endorsements showing additional insured status prior to the start of each Project and thereafter upon request.

8. AGREEMENT RUNS WITH THE LAND. All covenants contained in this Agreement shall be covenants running with the Licensor Property, and the benefits and burdens of this Agreement and the floating License will inure to and be binding upon the parties and their respective heirs, successors and assigns. All covenants in this Agreement shall be binding for the benefit of the City and shall run in favor of the City, without regard to whether the City is or remains an owner of any land or interest therein to which such covenants relate.

9. ASSIGNMENT: Licensee may not transfer, assign, sublet or otherwise delegate this Agreement or any of its rights and obligations hereunder without the prior written consent of Licensor, which may be withheld in Licensor’s sole discretion.

10. CONDITION OF LICENSE AREA: The License Area is being delivered to Licensee in “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS” condition, and Licensor shall have no obligation to Licensee to make any other improvements, alterations, or repairs thereto. Licensee shall not make any permanent alterations, improvements, or additions to the License Area without Licensor’s prior written consent, which may not be unreasonably withheld. During the Term of each intermittent Permitted Use, Licensee, at its sole cost and expense, shall maintain the License Area established for the Project in good condition and repair and shall promptly repair any damage to the License Area caused by any Licensee Party. Upon the expiration of the Term of each intermittent Permitted Use, Licensee shall, at Licensee's sole cost and expense, (i) remove any and all equipment, supplies, materials, and other property of any Licensee Party from the License Area, repair any and all damage caused by the removal of such items, clean or cause to be cleaned the Licensed Area and place the Licensed Area in at least as clean a condition as when Licensee's use thereof commenced, and (ii) return the License Area to Licensor in the condition received, normal wear and tear and damage from casualty excluded.

Any property of a Licensee Party that is not removed from the License Area on or before the expiration of the Term of each intermittent Permitted Use shall be deemed abandoned by OAK #4843-5079-9573 v18
Exhibit Q Page 5

Licensee, and Licensor may remove and/or dispose of such in any way it chooses. In the event Licensee's repair or clean-up is not reasonably satisfactory to Licensor, or is not performed in a timely manner, Licensor shall be entitled (but not required) to perform such obligation(s) on Licensee's behalf, at the sole cost and expense of Licensee. Licensee agrees to reimburse Licensor for Licensor's reasonable costs incurred in performing such obligations on Licensee's behalf upon receipt of an invoice therefor, which obligation shall survive the expiration of the Term of each intermittent Permitted Use.

11. DEFAULT: Licensee shall be in default hereunder if at any time Licensee fails to perform any of its obligations hereunder, or otherwise fails to observe all of the terms and conditions of this Agreement, where such failure is not cured within thirty (30) days after receipt of written notice from Licensor; provided such 30-day cure period shall only be ten (10) days with respect to a failure to maintain insurance or joint pool self-insurance as required above. At any time Licensee is in default hereunder, beyond the notice and cure periods above, Licensor may elect (in its sole discretion) to perform such obligation on Licensee’s behalf, and at Licensee’s reasonable expense. Such remedies shall be cumulative and in addition to any remedies that Licensor may have at law or in equity due to such default, and Licensor may elect such remedies without the need of prior notice to Licensee. If Licensor performs any obligation on Licensee’s behalf, then it shall be entitled to recover all reasonable costs incurred therewith plus a ten percent (10%) administrative fee to compensate Licensor for the administrative costs associated with such performance. The waiver by Licensor of any agreement, condition, or provision contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision, nor will any custom or practice which may grow up between the parties in the administration of the terms of this Agreement be construed to waive or to lessen the right of Licensor to insist upon the performance by the Licensee of all such agreements, conditions or obligations in strict accordance with the terms of this Agreement.

12. NOTICES: Notices pursuant to this Agreement will be given by either party in connection with this Agreement via registered or certified mail, postage prepaid, return receipt requested, or by courier service addressed to the other party at its address set forth below, or, at such other address as the party shall specify in writing. All notices will be deemed given upon proof of receipt.

Licensor:
____________________
____________________
____________________
Attn:________________
Licensee:
____________________
____________________
____________________
Attn:________________

13. GENERAL PROVISIONS. If any provision of this Agreement or the application of any provision of this Agreement to any person or circumstance is, to any extent, held to be invalid or unenforceable, the remainder of this Agreement or the application of that provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected, and each provision of this Agreement will be valid and be enforced to the fullest extent permitted by law. The applicable provisions of the DDA and this Agreement constitute the final, OAK #4843-5079-9573 v18
Exhibit Q Page 6

complete, and exclusive statement between the parties to this Agreement pertaining to the License Area, supersedes all prior and contemporaneous understandings or agreements of the parties, and is binding on and inures to the benefit of their respective heirs, representatives, successors, and assigns. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement. Any agreement made after the date of this Agreement is ineffective to modify, waive, release, terminate, or effect an abandonment of this Agreement, in whole or in part, unless that agreement is in writing, is signed by the parties to this Agreement, and specifically states that such agreement modifies this Agreement. This Agreement will be governed by and in all respects construed in accordance with the laws of the State of California without reference to its choice of law provisions. If Licensor consists of more than one person or entity the obligations of Licensor shall be joint and several. The Exhibits attached hereto are hereby incorporated by reference into this Agreement. This Agreement may be executed in any number of counterparts and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any counterpart signature pages may be detached and assembled to form a single original document. If any action or proceeding is brought by either party against the other pertaining to or arising out of this Agreement, the finally prevailing party (i.e., the party that recovers the greater relief as a result of the action or proceeding) shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred on account of such action or proceeding. Subject to the provisions hereof pertaining to assignment, the covenants and agreements of this Lease shall be binding upon the heirs, legal representatives, successors and assigns of the parties hereto. In the event of a dispute between any of the parties hereto over the meaning of this Agreement, both parties shall be deemed to have been the drafter hereof, and any applicable law that states that contracts are construed against the drafter shall not apply.

Remainder of page intentionally left blank.

Signatures on the following page.

OAK #4843-5079-9573 v18
Exhibit Q Page 7

IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement as of the date first shown above.

Licensor:
_______________________ [name]
a(n) ____________ [state] _______________ [entity type] By: ____________________________
Name: ____________________________
Title: ____________________________
[Signature must be acknowledged]
Licensee:

CITY OF VALLEJO,
a California municipal corporation
By: ____________________________
Name: ____________________________
Title: ____________________________
[Signature must be acknowledged]
OAK #4843-5079-9573 v18
Exhibit Q - Notary
Acknowledgments

NOTARY ACKNOWLEDGEMENTS
To be inserted
OAK #4843-5079-9573 v18
Exhibit Q - Attachment 1

ATTACHMENT NO. 1

DESCRIPTION OF LICENSOR PROPERTY
OAK #4843-5079-9573 v18
Exhibit Q - Attachment 2

ATTACHMENT NO. 2

POTENTIAL LICENSE AREA
OAK #4843-5079-9573 v18 Exhibit R Page 1
Exhibit _R

FORM OF SEWER SYSTEM REIMBURSEMENT AGREEMENT

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Vallejo Flood and Wastewater District
450 Ryder Street
Vallejo, CA 94590
Attn: District Manager
Record for the Benefit of
Vallejo Flood and Wastewater District
Pursuant to Government Code
Section 27383
Space Reserved for Recorder's Use Only

SEWER AND STORM DRAIN SYSTEM REIMBURSEMENT AGREEMENT
This SEWER AND STORM DRAIN SYSTEM REIMBURSEMENT AGREEMENT (“Agreement”) is made and entered into as of ______________________, 2022 (“Effective Date”), by and between the VALLEJO FLOOD AND WASTEWATER DISTRICT, a sanitation and flood control district created by the State of California (“VFWD”), and THE NIMITZ GROUP, LLC, a California limited liability company (“Developer”).

Recitals
The following Recitals are a substantive part of this Agreement.

A. The City of Vallejo (“City”) and Developer are parties to that certain Disposition and Development Agreement (“DDA”) dated ______________, 2022, recorded in the Official Records of the County of Solano as Instrument No. _____________, which provides, among other things, for (i) City’s phased conveyance to Developer of approximately 157 acres of real property comprising a portion of Mare Island Reuse Area 1-A, consisting of the City-Owned Property and Navy-Owned Property (collectively, the “Property”), as described in the DDA, excluding certain existing storm drain and sanitary sewer lines and ancillary above and below ground facilities and improvements, including but not limited to sanitary sewer lift stations, storm drain lines, and storm drain pump stations (collectively, “Sewer/Storm Facilities”) located on and under such Property; (ii) Developer’s construction and installation of new backbone infrastructure improvements, including roadways, pedestrian paths, and other public rights-of-way and public access facilities; potable water, sanitary sewer, storm water, electrical, telephone/cable/data and OAK #4843-5079-9573 v18 Exhibit R Page 2
natural gas lines, conduits and facilities; parks; landscaping; public parking; and lighting; and other public facilities and utilities in connection with Developer’s development of the Property; and (iii) Developer’s commitment, on behalf of itself and its successors and assigns, to reimburse VFWD for the costs incurred by VFWD in connection with the ongoing maintenance and repair of such existing Sewer/Storm Facilities, until such time as Developer or its successors or assigns have either confirmed with VFWD that the existing Sewer/Storm Facilities are adequate and/or have upgraded or replaced the existing Sewer/Storm Facilities with new storm drain and sanitary sewer facilities and improvements and such new facilities and improvements, together with customary easements for same, have been accepted by VFWD. Nothing herein shall be deemed to prohibit VFWD and Developer from pursuing alternatives to public dedication of new facilities and improvements, including establishment of privatized utility systems, to the extent acceptable to VFWD and Developer, each in its sole and absolute discretion. Capitalized terms not otherwise defined herein shall have the meanings set forth in the DDA.

B. Concurrently herewith, City is conveying to Developer the City-Owned Property described in Attachment No. 1 attached hereto and incorporated herein so that Developer may undertake certain planning related work and thereafter undertake comprehensive redevelopment of the City-Owned Property and, following Developer’s acquisition of the Navy-Owned Property from City as provided in the DDA, the balance of such Property, all as provided in the DDA.

C. City has agreed to provide Developer requested flexibility under the DDA regarding timing of development of the Property on the condition that Developer commit to reimburse VFWD for the ongoing costs to be incurred by VFWD in connection with the maintenance and repair of the existing Sewer/Storm Facilities until such time as Developer or its successors or assigns have either confirmed with VFWD that the existing Sewer/Storm Facilities are adequate and/or have upgraded or replaced such existing Sewer/Storm Facilities with new storm drain and sanitary sewer lines and ancillary above and below ground facilities and improvements and such new facilities and improvements, together with customary easements for same, have been accepted by VFWD, all as set forth herein and in the DDA.

NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the parties hereby agree as follows:

Agreements

1. Term. The term (“Term”) of this Agreement shall commence on the Effective Date set forth above and shall continue in effect until such time as Developer has upgraded and/or replaced all of the existing Sewer/Storm Facilities with new storm drain and sanitary sewer lines and ancillary above and below ground facilities and improvements and such new facilities and improvements, together with required easements for same, have been accepted by VFWD. As and when all of the existing Sewer/Storm Facilities are upgraded and/or replaced by Developer and accepted by VFWD, VFWD upon written request of Developer, shall execute and record a notice of termination or other similar instrument evidencing the termination of this Agreement as to the Property or portion thereof, as applicable.

OAK #4843-5079-9573 v18 Exhibit R Page 3

2. Reimbursement Obligation. For the Term of this Agreement, Developer, at its sole cost and expense, shall bear all actual labor and materials costs and expenses directly or indirectly incurred or payable by VFWD in connection with maintenance and repair of the existing Sewer/Storm Facilities (“Eligible Costs”); provided, that such Eligible Costs shall not exceed $175,000.00 in any calendar year (the "Eligible Cost Cap”); provided further, that the Eligible Cost Cap shall be inclusive of any and all taxes and fees paid by Developer to VFWD. By way of example only, if Developer pays $100,000 in fees to VFWD during a calendar year, Developer shall be obligated to reimburse VFWD for $75,000 in Eligible Costs (i.e., the Eligible Cost Cap minus feed paid by Developer to VFWD). VFWD shall prepare a detailed annual budget of anticipated Eligible Costs (the “Annual Budget”) and shall present such Annual Budget to Developer for approval no later than 90 days before the end of the then-current calendar year. Any Eligible Costs not included in the Annual Budget (i.e., in excess of the Eligible Cost Cap) must be mutually agreed upon by Developer and VFWD. The scope of anticipated maintenance and repair work includes, by way of illustration and without limitation, the tasks and services described in Attachment No. 2 attached hereto and incorporated herein. Developer acknowledges that the existing Sewer/Storm Facilities may be well beyond their anticipated useful life and that Developer’s decision to delay development of the Property and associated upgrading and/or replacement of the existing Sewer/Storm Facilities is likely to result in escalating maintenance and repair costs over time. VFWD shall have the right to perform Sewer/Storm Facilities maintenance and repair work with its own staff and/or outside contractors as reasonably determined by VFWD if such maintenance and repair work is covered in the Annual Budget. If VFWD utilizes outside contractors to perform such work, those contractors will be properly licensed and insured and selected through applicable VFWD contracting procedures, including competitive bidding to the extent applicable. To the extent Sewer/Storm Facilities maintenance and repair work is performed by VFWD personnel, Developer shall pay the fully-loaded hourly cost of such personnel at the then current hourly rates for such personnel as reasonably determined by VFWD. For convenience of reference, the fully loaded hourly rates for VFWD staff as of the Effective Date are listed in the Hourly Rate Sheet attached hereto as Attachment No. 3 and incorporated herein. Developer acknowledges that the rates set forth in the Hourly Rate Sheet will be adjusted annually by VFWD and VFWD, upon request by Developer from time to time during the Term, shall provide Developer with a copy of VFWD’s then current Hourly Rate Sheet.

To the extent Sewer/Storm Facilities maintenance and repair work is performed by third-party contractors, Developer shall pay the actual out-of-pocket costs of such work, plus an administrative fee equal to 20% of the cost of such work. Developer’s obligation to reimburse VFWD for Eligible Costs incurred by VFWD during the Term, subject to the Eligible Cost Cap, shall survive the expiration or termination of this Agreement.

3. Deposit and Payment.
a. Deposit. Upon execution of this Agreement, Developer shall deposit with VFWD the sum of Fifty Thousand Dollars ($50,000) in cash or other immediately available funds acceptable to VFWD (“Deposit”). The Deposit shall be held by VFWD in a non-interest bearing account. The Deposit is not a “source of income” within the meaning of the California Political Reform Act (pursuant to California Government Code Section 87103.6).

OAK #4843-5079-9573 v18 Exhibit R Page 4
b. Payment Process. VFWD is authorized to pay or deduct from the Deposit all reasonably incurred Eligible Costs, whether incurred for work performed by a third-party contractor or for work performed by VFWD personnel. VFWD shall maintain reasonably detailed records of all Eligible Costs, which shall be available for review by the Developer upon the Developer’s request. If the Eligible Costs are incurred for work performed by a third-party contractor, such records will consist of bills, invoices or demands for payment prepared by the third-party contractor describing in reasonable detail the work performed and the costs for such work. If the Eligible Costs are incurred for work performed by VFWD personnel, such records will consist of a reasonably detailed description of the work, the VFWD personnel that performed the work, and the Hourly Rate(s) of the VFWD personnel that performed the work. Such records of Eligible Costs, whether received from a third-party contractor or prepared by VFWD, are referred to herein as “Invoices.” VFWD may draw upon the Deposit to pay any Invoice within thirty (30) calendar days of the Invoice date (or such longer time period as provided under the applicable Invoice) to the extent sufficient Deposit funds are available. If the amount of any unpaid Invoice(s) exceeds the available Deposit funds, VFWD shall promptly notify Developer in writing, and Developer shall have twenty (20) business days after the date of VFWD’s notice to deposit with VFWD cash or other immediately available funds reasonable acceptable to VFWD to cover any such Invoice(s), which notice shall include copies of applicable Invoices. Notwithstanding anything to the contrary contained herein, Developer shall only be obligated to deposit the amount of the Eligible Cost Cap each calendar year.
c. Deposit Replenishment. If at any time the funds in the Deposit amount to less than Twenty-Five Thousand Dollars ($25,000), Developer shall replenish the Deposit to the full amount set forth in subsection 3.a. above, by remitting to VFWD cash or other immediately available funds reasonably acceptable to VFWD in the required amount within twenty (20) business days following VFWD’s written demand therefor. Developer’s failure to timely replenish the Deposit will result in a Late Charge in accordance with Section 3.d.
d. Late Charge. Late replenishment of the Deposit, or late payment by VFWD of any Eligible Costs due to the insufficiency of the Deposit, will cause VFWD to incur additional costs, including administration and collection costs and processing and accounting of expenses (“Delinquency Costs”). If Developer has not timely replenished the Deposit or timely paid Eligible Costs as provided in this Agreement, Developer shall immediately be charged a late charge of ten percent (10%) of the delinquent amount (“Late Charge” or “Late Charges”). VFWD is authorized to deduct any and all Late Charges from the Deposit. VFWD and Developer recognize that all expenses VFWD may suffer as a result of Developer's failure to make timely payments is difficult to ascertain and agree that the ten percent (10%) late charge represents a reasonable estimate of the Delinquency Costs that would be incurred by VFWD by reason of late payment by Developer. Late Charges are in addition to any penalties, late charges, and/or interest assessed by third parties under any Invoice. VFWD's acceptance of any Late Charge does not prevent VFWD from exercising any rights and remedies available under this Agreement, at law, or in equity, all of which are and shall remain available to VFWD.

OAK #4843-5079-9573 v18 Exhibit R Page 5
e. Interest on Unpaid Amounts. In the event Developer fails to timely reimburse VFWD for Eligible Costs, any unpaid amount shall accrue interest at ten percent (10%) per annum, compounded annually, or the maximum amount allowed under applicable law, whichever is less.

Interest on unpaid amounts is in addition to any Late Charges assessed by VFWD, as well as late charges, penalties, and/or interest assessed by third parties under any Invoice. f. Return of Deposit. Within thirty (30) days following expiration or termination of this Agreement, VFWD shall refund that portion of the Deposit (if any) that has not been expended or committed by VFWD.

4. Notice of Maintenance and Repair Work. VFWD shall provide Developer with at least forty-eight (48) -hours prior notice of scheduled Sewer/Storm Facilities maintenance and repair work, except in case of (i) routine maintenance work (i.e., work that occurs on a regular schedule), in which case, VFWD shall only be required to notify Developer at the outset of such work, or (ii) emergency repairs, in which case VFWD shall endeavor to provide e-mail notice to Developer prior to commencing such work.

VFWD’s failure to provide such prior notice shall not relieve Developer of its obligation to reimburse VFWD for the Eligible Costs of such work. Developer shall provide contact information for notification by VFWD that will be the Developer’s responsibility to keep updated.

5. Recording; Amendment upon Acquisition of Navy-Owned Property. This Agreement shall be recorded with the County of Solano Recorder's Office upon execution. Upon City’s acquisition of fee title to the Navy-Owned Property or portion thereof from the Navy and conveyance thereof to Developer pursuant to the DDA, VFWD and Developer, upon request by either party, shall execute and record an amendment to this Agreement to add the Navy-Owned Property or portion thereof to the property which is the subject of this Agreement as of the Effective Date.

6. Covenants Run with the Land. All covenants contained in this Agreement shall be covenants running with the land, but only for the duration of the Term, and thereafter shall be of no further force or effect. All covenants in this Agreement shall be binding for the benefit of the VFWD and such covenants shall run in favor of the VFWD for the Term, without regard to whether the VFWD is or remains an owner of any land or interest therein to which such covenants relate, but only for the duration of the Term.

8. Notices. All notices, consents, requests, or other communications provided for or permitted to be given hereunder by a party must be in writing (which may include email) and will be deemed to have been properly given or served upon the personal delivery thereof, via courier delivery service, upon actual OAK #4843-5079-9573 v18 Exhibit R Page 6
receipt of an email, or otherwise. Such notices shall be addressed or delivered to the parties at their respective addresses shown below.

To Developer: The Nimitz Group, LLC
c/o Southern Land Company
1195 Walnut Ave
Vallejo, CA 94592
Attn.: Andrea Jones
Telephone: (707) 356-8810
Email: [email protected]
With a copy to: The Nimitz Group, LLC
c/o Southern Land Company
Attn.: Legal Department
3990 Hillsboro Pike, Ste. 400
Nashville, TN 37215
Email: [email protected]
To VFWD: Vallejo Flood and Wastewater District
450 Ryder Street
Vallejo, CA 94590
Attn: Melissa Morton, District Manager
Telephone: (707) 644-8949
Email: ________________
With a copy to: Daniel P. Doporto
The Law Office of Daniel P. Doporto
3478 Buskirk Avenue, Suite 1000
Pleasant Hill, CA 94523
Telephone: 510-368-6413
Email: [email protected]

9. Representations of VFWD. VFWD represents and warrants to Developer (i) it has secured all approvals necessary to duly authorize the execution, delivery and performance of this Agreement and its obligations hereunder, and (ii) it is not prohibited from entering into this Agreement and discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement by the terms, conditions or provisions of any law, any order of any court or other agency or authority of government, or any agreement or instrument to which VFWD is a party or by which VFWD is bound, and (iii) this Agreement is a legal, valid and binding obligation of VFWD and is enforceable in accordance with its terms.

10. Representations and Covenants of Developer. Developer represents and warrants to VFWD (i) it is duly organized and is authorized to conduct business in the State of California, and (ii) it is authorized and has the power under the laws of the State of California to enter into this Agreement and the transactions contemplated hereby, and possesses the necessary capacity, expertise, and financial and other resources to perform and carry out all covenants and obligations on its part to be performed under and OAK #4843-5079-9573 v18 Exhibit R Page 7
pursuant to this Agreement, and (iii) the performance of its obligations hereunder will not violate, result in a breach of, or constitute a default under, any agreement or instrument to which such Developer is a party or by which Developer is bound, and this Agreement is a legal, valid and binding obligation of such Developer enforceable in accordance with its terms. During the Term of this Agreement, Developer will not voluntarily seek to invalidate this Agreement.

11. VFWD’s Enforcement Rights; Mortgagee Protection. In the event Developer fails to make any payment to VFWD by the date such payment is due, VFWD shall have a lien on the Property, or applicable portion thereof, for the amount of such Eligible Costs, which lien shall be perfected by the recordation of a “Notice of Claim of Lien” against the Property or applicable portion thereof. Any lien in favor of VFWD created or claimed hereunder is expressly made subject and subordinate to any mortgage or deed of trust made in good faith and for value, recorded on title to the Property as of the date of the recordation of the Notice of Claim of Lien, and no such lien shall in any way defeat, invalidate, or impair the obligation or priority of any such mortgage or deed of trust. VFWD may also pursue any and all other remedies available in law or equity in the event of a breach of Developer’s obligations and covenants set forth herein.

12. Miscellaneous.
(a) Relationship. Nothing contained herein, shall be construed as creating a relationship of principal and agent, employer or employee, partnership, joint venture, or other relationship between VFWD and Developer.
(b) Attorneys’ Fees. If, by reason of any default on the part of any party in the performance of its respective obligations hereunder, the non-defaulting party employs one or more attorneys, the defaulting party shall pay the non-defaulting party’s reasonable costs, expenses, and attorneys’ fees reasonably expended or incurred by the non-defaulting party in connection therewith, whether or not suit is instituted.
(c) Non-Waiver. The failure of any party to exercise any of its rights under this Agreement or to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any such right or of any subsequent default of the same or a similar nature.
(d) Severability. Invalidation of any one of the provisions of this Agreement shall in no way affect any other provision each of which shall remain in full force and effect. (e) Entire Agreement. This Agreement is fully integrated and contains the entire agreement between the parties as to the subject matter hereof. There are no representations, inducements or promises of any kind other than expressly stated herein. This Agreement may not be modified except by a writing signed by all parties.
(f) Construction and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of California, without reference to choice of laws principles, and, unless otherwise required by applicable law, the parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state court located in Solano County, California, or, if there is federal jurisdiction, the United States District Court (Eastern District) Sacramento. This Agreement is OAK #4843-5079-9573 v18 Exhibit R Page 8
deemed to be joint work product of the parties, and shall not be construed against any particular party as the drafter.
(g) Captions. The captions in this Agreement are for convenience and ease of reference only, and in no way define or limit the intent of this Agreement. (h) Incorporation of Recitals and Attachments. The recitals of this Agreement and the attachments hereto are hereby incorporated into the body of this Agreement as though fully set forth herein.
(i) Independent Representation. Each of the parties to this Agreement is equally sophisticated. Each has conducted an independent investigation of all facts and circumstances they consider necessary or desirable. And each has consulted with its respective attorneys and advisors, to the extent it considers necessary or desirable, before entering into this Agreement. [Remainder of page intentionally left blank]
[Signatures on next page]
OAK #4843-5079-9573 v18 Exhibit R Page 9
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above.

VFWD:

VALLEJO FLOOD AND WASTEWATER
DISTRICT, a sanitation and flood control district
created by the State of California
By:__________________________________
Print Name:___________________________
Its:__________________________________
[Signature must be notarized]
ATTEST:
_________________________________
_____________, District Secretary
APPROVED AS TO FORM:
_________________________________
Daniel P. Doporto, Special Counsel
DEVELOPER:

THE NIMITZ GROUP, LLC, a California limited
liability company
By: ______________________________
[Signature must be notarized]
Print Name: ________________________
Its: _________________________
OAK #4843-5079-9573 v18 Exhibit R Page 10

NOTARY ACKNOWLEDGMENTS
To be inserted
OAK #4843-5079-9573 v18 Exhibit R Page 11
ATTACHMENT NO. 1

PROPERTY LEGAL DESCRIPTION
To be inserted
OAK #4843-5079-9573 v18 Exhibit R Page 12
ATTACHMENT NO. 2

ILLUSTRATIVE LIST OF MAINTENANCE AND REPAIR SERVICES
Sanitary Sewer and Storm Drain Systems
• Corrective Maintenance
• Preventative Maintenance (provided such work is detailed in the Annual Budget and agreed to by Developer)
• Jetting/Cleaning
• CCTV/Inspection
• Repairs
o Pipe break
o Blockage/obstruction
o Pipe burst
o CIPP
o Remove and replace
o Surveying
o Maintenance Hole rehabilitation/coating/replacement
• Lift Station - L Street, DOM 2, and Pump Station - Storm 15 o Pump maintenance and repair and, if needed, rehabilitation/replacement  Pump parts maintenance and repair and, if needed,
rehabilitation/replacement
o Motor maintenance and repair and, if needed, rehabilitation/replacement OAK #4843-5079-9573 v18 Exhibit R Page 13
ATTACHMENT NO. 3

HOURLY RATE SHEET
(IN EFFECT FOR FISCAL YEAR 2021/22)
OAK #4843-5079-9573 v18 Exhibit R Page 14
OAK #4843-5079-9573 v18 Exhibit S Page 1
Exhibit S
BUILDING 571 REMEDIATION AGREEMENT
This BUILDING 571 REMEDIATION AGREEMENT (“Agreement”) is made and entered into this ___ day of ____________, 202__ (the "Effective Date") by and between THE NIMITZ GROUP, LLC, a California limited liability company ("Developer”) and the CITY OF VALLEJO, a California municipal corporation (“City”). Developer and City are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS
A. The Developer and City are parties to that certain Disposition and Development Agreement (“DDA”), dated as of __________, 2022, and recorded in the Official Records of the County of Solano (“Official Records”) on ___________, 2022, at Instrument No. 2022________.

B. For purposes of this Agreement, defined terms as used in the DDA are hereby incorporated herein among the provisions of this Agreement as if set forth in full.

C. The DDA provides, among other things, the terms and conditions related to the transfer of City-Owned Property and Navy-Owned Property from City to Developer.

D. As provided in section 210.1 of the DDA, due diligence work undertaken by Developer identified the presence of PCB Contaminated Debris in soils within the upper most levels of and across the surface of the site of former Building 571 (“Building 571 Site”). The Building 571 Site is located on a portion of the City-Owned Property depicted on the map in Attachment 1 attached hereto and legally described in Attachment 2 attached hereto.

E. City has notified the contractors and subcontractors responsible for performance of Building 571 demolition work, including pre-demolition building inspection, that the failure to properly identify and abate PCB materials within the building prior to demolition has resulted in the distribution of PCB Contaminated Debris across the surface of the Building 571 Site. As provided in the DDA, from and after the Closing, the City shall retain all rights and remedies City has or may have against such contractors and subcontractors, including the right to recover damages from and against such contractor and subcontractors, and Developer shall have no right to share in any damage awards or settlements that City may receive, if any, in connection with City’s pursuit of claims against such contractors and subcontractors.

F. Concurrently herewith, City is conveying to Developer the City-Owned Property as the Initial Conveyance. Because the Building 571 Remediation Work at the Building 571 Site has not been completed, City and Developer, as contemplated by Section 210.1 of the DDA desire to enter into this Agreement to memorialize City’s post-closing obligation to complete the Building 571 Remediation Work at its expense (except to the extent City recovers all or a portion of the costs from the contractors and subcontractors noted above) in accordance with the terms of this Agreement.

OAK #4843-5079-9573 v18 Exhibit S Page 2
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. The Recitals set forth above are true and correct and are hereby incorporated herein among the operative provisions of this Agreement as if set forth in full.

2. [Alt 1: If Remedial Work Plan has not been completed and submitted to DTSC as of Effective Date then insert: “City, at its expense, shall prepare and submit, or cause to be prepared and submitted, a draft work plan governing the Building 571 Remediation Work (“Draft Remedial Work Plan”) to Developer for its review and comment. City shall use good faith efforts to submit the Draft Remedial Work Plan to Developer within one hundred twenty (120) calendar days following the Effective Date of this Agreement.

Developer shall use good faith efforts to conduct its review of the Draft Remedial Work Plan and provide comments thereon to City within 45 calendar days following receipt of the Draft Remedial Work Plan. If requested by either Party, City and Developer shall convene a meeting to consider and discuss Developer’s comments to the Draft Remedial Work Plan. Following the receipt of Developer’s comments and any meeting thereon, City shall modify the Draft Remedial Work Plan, as it deems reasonably necessary. City shall use good faith efforts to complete its modification of the Draft Remedial Work Plan, if any, within sixty (60) calendar days following City’s receipt of Developer’s comments and any meeting thereon and thereafter shall submit such Draft Remedial Work Plan to DTSC for its review and approval.”]
[Alt 2; If Remedial Work Plan has been completed and submitted to DTSC as of Effective Date then insert: “Prior to the Effective Date, City has prepared and submitted to DTSC the Draft Remedial Work Plan prepared by _________, dated, _______, 2022”]
City shall utilize good faith efforts to secure DTSC approval within one hundred eight (180) calendar days following submission of the Draft Remedial Work Plan. However, the Parties acknowledge that review and approval of the Draft Remedial Work Plan by DTSC may be subject to further environmental review pursuant to the requirements of the California Environmental Quality Act (“CEQA”). Accordingly, while the Parties believe the actions to be authorized by the Draft Remedial Work Plan will either be covered by the existing CEQA documents for the Mare Island Specific Plan and DDA or be determined to be exempt from environmental review pursuant to State CEQA Guidelines Section 15330, City cannot dictate or control the determination to be made by DTSC, as lead agency, in accordance with CEQA, nor the time in which the Draft Remedial Work Plan will be approved by DTSC.

3. City shall include Developer in all communications to DTSC regarding the Building 571 Site and request that DTSC include Developer in all of its communications to City regarding the Building 571 Site. In the event City notes that Developer has not been included in a communication regarding the Building 571 Site as between DTSC and City, City shall promptly provide said communication to Developer.

OAK #4843-5079-9573 v18 Exhibit S Page 3

4. The Draft Remedial Work Plan, which the Parties anticipate to be required by DTSC, shall include, at a minimum, the following: (i) the excavation, loading, transportation and off-site disposal at an appropriately licensed facility of PCB Contaminated Debris located within the top 12 inches of the soil within the boundaries of the 20’ x 20’ sampling grids within the footprint of former Building 571 (“PCB Excavation Areas”), as delineated in Attachment 3 attached hereto, (ii) collection of samples from the sidewalls and floor of the PCB Excavation Areas and testing of said samples to confirm the removal of PCB Contaminated Debris in accordance with DTSC’s then prevailing remediation standards for commercial/industrial use, (iii) preparation and implementation of dust and odor control plan, ambient air monitoring, transportation plan, and site health and safety plan, (iv) backfill of PCB Excavation Areas with clean fill (collectively, “Remediation Activities”), and (v) a process for DTSC to confirm the completion of Remediation Activities in accordance with the Final Remedial Work Plan, defined below, through DTSC’s approval of (A) an Interim Remedial Completion Report, defined below, and (B) a Backfill Completion Report, defined below.

5. Upon approval of the Draft Remedial Work Plan by DTSC (hereinafter, the “Final Remedial Work Plan”), (i) City shall, at its expense, implement the Remediation Activities set forth in the Final Remedial Work Plan, excluding the backfill of PCB Excavation Areas with clean fill, and (ii) following DTSC’s approval of the Interim Remedial Completion Report, as defined below, Developer shall, at its expense, implement the backfill of the PCB Excavation Areas with clean fill in accordance with the requirements of the Final Remedial Work Plan.

6. Upon approval of the Final Remedial Work Plan, Developer shall grant permission to City, including its employees, contractors, subcontractors and agents, to enter the Building 571 Site at mutually agreeable times to conduct Remediation Activities, as set forth in the Final Remedial Work Plan; accordingly, the Parties shall execute an addendum to this Agreement setting forth a mutually agreeable timeframe for commencement and completion of Remediation Activities. The Remediation Activities will be performed under the independent oversight of DTSC. All work will be conducted between Monday and Saturday from 7:00 a.m. to 7:00 p.m. For workplace safety reasons, Developer will not have access to the Building 571 Site while Remediation Activities are taking place; the foregoing notwithstanding, Developer reserves the right, at its expense, to engage appropriate licensed and trained environmental consultants to independently observe Remediation Activities undertaken by City or its contractors on the Building 571 Site.

7. City shall procure and maintain, or cause its contractors to procure and maintain, insurance as set forth in Attachment 4, prior to their entry on the Building 571 Site and at all times during the implementation of Remediation Activities on the Building 571 Site.

8. Any PCB Contaminated Debris and spoils taken from the Building 571 Site pursuant to the Remediation Activities, will be removed and disposed of by City, at its expense, and in accordance with all federal, state and local laws and regulations. Further, City shall prepare and sign all waste manifests required in connection with the removal and OAK #4843-5079-9573 v18 Exhibit S Page 4
disposal of PCB Contaminated Debris and related spoils taken from the Building 571 Site, and City shall be identified as the generator thereof.

9. Following conclusion of the Remediation Activities, excepting the backfill of PCB Excavation Areas with clean fill, City shall, at its expense, prepare and submit to Developer for its review and comment a completion report regarding the results of the Remediation Activities, excepting the backfill of PCB Excavation Areas with clean fill ("Interim Remedial Completion Report”). City shall thereafter address any comments provided by Developer and submit the Interim Remedial Completion Report to DTSC for its review and approval, as provided by the Final Remedial Work Plan.

10. Upon DTSC’s approval of the Interim Completion Report, Developer, at its expense, shall backfill the PCB Excavation Areas with clean fill in accordance with any requirements set forth in the Final Remedial Work Plan.

11. Following completion of the backfill of PCB Excavation Areas with clean fill, Developer, at its expense, shall prepare and submit to City for its review and comment a completion report regarding the results of the backfill of PCB Excavation Areas with clean fill ("Backfill Completion Report”). Developer shall thereafter address any comments provided by City and submit the Backfill Completion Report to DTSC for its review and approval, as provided by the Final Remedial Work Plan.

12. During the course of the Remediation Activities, City will limit its Remediation Activities to PCB Contaminated Debris identified within the PCB Excavation Areas.

However, City may discover debris or soils contaminated with Hazardous Materials other than PCB Contaminated Debris from the Building 571 demolition activities (“nonPCB Contaminated Material”), from other sources on the Building 571 Site below or beyond the PCB Excavation Areas.

13. If, during the course of Remediation Activities undertaken by City, PCB Contaminated Debris are found below or beyond the PCB Excavation Areas on the Building 571 Site, City, at its expense, shall (i) pay all costs, fees and expenses of excavation, transportation and disposal required to remediate said PCB Contaminated Debris pursuant to any local, state or federal environmental remediation program or as otherwise required by a local, state or federal regulatory agency, and (ii) said areas shall be included within the PCB Excavation Areas for purposes of the Final Removal Work Plan and this Agreement.

14. If, during the course of Remediation Activities undertaken by City, non-PCB Contaminated Material is found below or beyond the PCB Excavation Areas on the Building 571 Site, City will inform Developer and contact the DTSC’s project manager overseeing the Final Remedial Work Plan. Developer shall thereafter work with the DTSC project manager to determine how the findings related to non-PCB Contaminated Material should be addressed by Developer. In no event shall the remedy related to such non-PCB Contaminated Material agreed to by Developer and DTSC involve a revision, modification, supplement or amendment of the Final Remedial Work Plan and shall be addressed in a separate and distinct remedial document.

OAK #4843-5079-9573 v18 Exhibit S Page 5

15. City shall be responsible for obtaining all permits and approvals necessary for the Remediation Activities, excepting the backfill of PCB Excavation Areas with clean fill and any separate plan or work relating to non-PCB Contaminated Material. City will indemnify, defend, and hold Developer harmless from any claims, loss or liability, including attorneys’ fees and costs (collectively, “Developer Claims”) caused by or alleged to arise from the Remediation Activities undertaken by City or City’s contractors, subcontractors, or agents, on the Building 571 Site, except for Developer Claims arising from the sole negligence, intentional acts, or willful misconduct of Developer or its agents, employees, contractors or subcontractors.

16. Developer shall be responsible for obtaining all permits and approvals necessary for the backfill of PCB Excavation Areas with clean fill and all work, if any, related to non-PCB Contaminated Material. Developer will indemnify, defend, and hold City harmless from any claims, loss or liability, including attorneys’ fees and costs (collectively, “City Claims”) caused by or alleged to arise from the backfill of PCB Excavation Areas with clean fill undertaken by Developer or Developer’s contractors, subcontractors or agents, on the Building 571 Site, except for City Claims arising from the sole negligence, intentional acts, or willful misconduct of City or its agents or employees.

17. Upon approval of the Interim Completion Report by DTSC, City shall have no further duty, obligation, responsibility, or liability related to the PCB Contaminated Debris, whether pursuant to the terms of the DDA, this Agreement or the Final Remedial Work Plan, and as of the date of DTSC’s approval of the Interim Remedial Completion Report, Developer hereby waives, releases and discharges forever the City Parties from any and all present and future Claims arising out of or in any way connected with the condition of the Building 571 Site, any Hazardous Materials, including PCB Contaminated Debris, on, under or about the Building 571 Site however they came to be placed there, or the release of Hazardous Materials, including PCB Contaminated Debris, from the Building 571 Site. Developer is aware of and familiar with the provisions of California Civil Code section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT

THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR

HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
As such relates to this Section 17, Developer hereby waives and relinquishes all rights and benefits that it may have under California Civil Code section 1542.

18. This Agreement shall be governed by the laws of the State of California, and may not be amended except by a written agreement executed by both City and Developer. Venue for any proceeding to enforce or interpret this Agreement shall be in the Superior Court of the County of Solano, California.

OAK #4843-5079-9573 v18 Exhibit S Page 6

19. This Agreement may be executed in any number of counterparts, all of which together shall constitute one original Agreement. By signing this agreement, City and Developer confirm that they have the authority to sign.

20. This is an Agreement, not an admission of responsibility by City or Developer for any contamination at or beneath the Building 571 Site. This Agreement shall not be construed or interpreted as an admission or concession of liability on the part of City or Developer. Nothing in this Agreement shall be construed to be a waiver by City of any rights City may have with respect to PCB Contaminated Debris or non-PCB Contaminated Material on or about the Building 571 Site.

CITY:

CITY OF VALLEJO, a California municipal corporation
By: ______________________
Print Name: ________________
Its: City Manager
Date: ________________, 202__
APPROVED AS TO FORM:
____________________________
Veronica Nebb, City Attorney
DEVELOPER:

THE NIMITZ GROUP, LLC, a California limited liability company By: ___________________________
Print Name: ____________________
Its: ___________________________
Date: ____________________, 202__
OAK #4843-5079-9573 v18 Exhibit S - Attachment 1 Page 1 ATTACHMENT 1
Map of Building 571 Site
OAK #4843-5079-9573 v18 Exhibit S - Attachment 2 Page 1 ATTACHMENT 2
Legal Description of
Building 571 Site
OAK #4843-5079-9573 v18 Exhibit S - Attachment 3 Page 1 ATTACHMENT 3
PCB Excavation Areas
OAK #4843-5079-9573 v18 Exhibit S - Attachment 4 Page 1 ATTACHMENT 4
Insurance Requirements
City shall procure and maintain, or cause its agents and contractors to procure and maintain, prior to entry on the Building 571 Site and at all times during the implementation of Remediation Activities on the Building 571 Site, insurance insuring against claims on account of bodily injury or death, personal injury, property damage, and contractual liability that may arise from, or be related to, use of the Building 571 Site as provided for hereunder by City and its agents, representatives, employees, or subcontractors, as more particularly set forth below.

All policies shall be written on an occurrence basis and provided by and/or written by companies that are authorized to write business in the State of California and have, at all times, a Best’s rating of “A- VIII” (A minus VIII) or better by AM Best & Company, and with coverage and policy limits as follows (unless otherwise specified herein):
(i) Commercial General Liability insurance written on Insurance Services Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG 00 01 or another Commercial General Liability “occurrence” form providing equivalent coverage and including Broad Form Comprehensive General Liability coverage, blanket contractual liability coverage, Independent Contractors coverage, coverage for bodily injury (including death and mental anguish), property damage (including loss of use thereof) and products and completed operations with limits of not less than $2,000,000 per occurrence, $5,000,000 in the annual aggregate, and $2,000,000 for products / completed operations coverage. All coverage shall be written on a per location or per project basis. Products / completed operations coverage must be carried up to the applicable statute of limitations and / or repose in the state of California; (ii) Comprehensive auto liability insurance for all owned, hired and non-owned vehicles brought onto the Building 571 Site with combined single limits of not less than $1,000,000 per occurrence;
(iii) Worker’s Compensation insurance as required by the State of California; (iv) Employer’s liability insurance on all employees, for occupational accidents or disease, with limits of not less than $1,000,000 per accident, $1,000,000 per disease, and $1,000,000 policy limit;
(v) Contractor’s Pollution Legal Liability Insurance for liabilities caused by or resulting from a release of hazardous materials or other pollution conditions (including, but not limited to, remediation of soil, groundwater or other contaminants) in connection with work within the Building 571 Site pursuant to this Agreement, whether such operations be by City or its contractors, subcontractors, consultants or suppliers, with minimum liability limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate. The policy shall provide coverage for or be specifically endorsed to include coverage for pollution conditions resulting in, arising from or in connection with: (i) bodily injury (including death), property damage and environmental cleanup costs (on-site and off-site) resulting from any work within the Building 571 Site pursuant to this Agreement; (ii) the use or operation of motor vehicles (whether owned, non-owned or leased) in connection with work within the Building 571 Site pursuant to this Agreement, including transportation of any hazardous materials to or from the OAK #4843-5079-9573 v18 Exhibit S - Attachment 4 Page 2 Building 571 Site, including any interim or temporary storage or transfer sites (the transportation coverage also shall include loading/unloading of materials); (iii) claims by third parties (other than disposal sites) arising out of any disposal location or facility, both final and temporary, to which any waste is delivered that is generated in connection with the performance of any work within the Building 571 Site pursuant to this Agreement; all such disposal locations/facilities, both final and temporary, shall be scheduled to the foregoing policy as non-owned disposal sites for coverage under the foregoing policy. The policy shall be written on an occurrence form and shall be maintained without lapse for, or contain an extended reporting period up to the applicable statute of limitations/repose. The policy definition of “Covered Operations” or any other such designation of services or operations performed by City or its contractors, subcontractors, consultants and suppliers must include all work or services performed by City and its contractors, subcontractors, consultants, and suppliers under or in connection with the work within the Building 571 Site pursuant to this Agreement.
(vi) Under the policies required in clauses (i), (ii) and (v) above, City shall name Developer as an Additional Insured and with respect to clauses (i) and (v) herein, such coverage shall be provided via endorsement CG 20 10 (04/13) or the equivalent thereof. (vii) All policies shall provide for (a) at least thirty (30) days written notice to Developer prior to cancellation, and (b) at least ten (10) days written notice to Developer for cancellation due to nonpayment of applicable premiums. (viii) City’s insurance coverage shall be the primary insurance with respect to any other insurance or self-insurance programs maintained by the Developer and such other insurance or self-insurance programs of the Developer shall be excess and non-contributory. (ix) City shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. For Commercial General Liability coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. (x) City shall furnish Developer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Developer prior to the commencement of any Remediation Activities on the Building 571 Site. However, failure to provide the required documents prior to the commencement of any Remediation Activities on the Building 571 Site shall not waive Developer’s right to require them, nor City’s obligation to provide them. (xi) City hereby grants Developer a waiver of subrogation which any insurer may acquire against Developer, its officers, officials or employees, from City by virtue of the payment of any loss. City agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation from its insurer, but this provision applies regardless of whether or not the City has obtained and Developer has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Developer for all work performed by City and its contractors, employees, agents, and subcontractors.
1 OAK #4881-7392-1032 v2

SEVENTH AMENDMENT TO AMENDED AND RESTATED

EXCLUSIVE NEGOTIATION AGREEMENT
This SEVENTH AMENDMENT TO AMENDED AND RESTATED
EXCLUSIVE NEGOTIATION AGREEMENT ("Seventh Amendment") dated March 22, 2022, is entered into by and between the CITY OF VALLEJO, a California municipal corporation ("City"), and THE NIMITZ GROUP, LLC, a California limited liability company ("Developer").

Recitals:

A. City and Developer entered into an Exclusive Negotiating Agreement dated July 31, 2018, as amended by First, Second, Third and Fourth Amendments thereto (as amended, the “Original ENA”). On December 15. 2020, City and Developer entered into a Fifth Amended and Restated Exclusive Negotiation Agreement (the “Amended and Restated ENA”) to replace the Original ENA and outline a process to further explore, research, refine, revise and define the proposed development of the Property, and ultimately lead toward a negotiated Disposition and Development Agreement or Purchase and Sale Agreement for sale and development of the Property. The Amended and Restated ENA has been further amended by a Sixth Amendment dated December 14, 2021. The Amended and Restated ENA as further amended by the Sixth Amendment is referred to herein as the “ENA”.

B. [Insert as applicable: “The parties’ negotiating teams anticipate presenting a proposed [revised final] DDA together with various ancillary agreements to the City Council for consideration of approval within the next approximately ___ days” or “The parties anticipate executing the DDA, as approved by the City Council on March 22, 2022, within the next approximately ____ days”].

C. The parties now desire to enter into this Seventh Amendment to further extend the Negotiation Period to allow additional time for finalization of the proposed DDA and ancillary documents.

NOW, THEREFORE, in consideration of the mutual covenants and conditions identified herein, City and Developer hereby agree as follows:

Agreements:
2 OAK #4881-7392-1032 v2

1. Negotiation Period. The Negotiation Period, as set forth in Section 1 of the ENA, is hereby extended for an additional nine months (9) months until December 31, 2022.

2. Ratification. Except as expressly amended hereby, the terms and conditions of the ENA shall remain in full force and effect.

3. Counterparts. This Seventh Amendment may be executed in one or more counterparts, which, when taken together, shall constitute a single instrument.

4. Electronic Signatures. Facsimile or electronic signatures may be used in place of original signatures on this Seventh Amendment. Each party intends to be bound by the signatures on the facsimile or electronic document, is aware that the other party will rely on the facsimile or electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Seventh Amendment based on the use of a facsimile or electronic signature.

IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment as of the date first set forth above.

ATTEST:
______________________________
Dawn G. Abrahamson, City Clerk
CITY OF VALLEJO, a California municipal
corporation
By: __________________________________
Mike Malone, Interim City Manager
“CITY”
APPROVED AS TO FORM:
______________________________
Veronica A.F. Nebb, City Attorney
THE NIMITZ GROUP, LLC, a California
limited liability company
By: __________________________________
Print Name: ___________________________
Its: __________________________________
“DEVELOPER”

Page 1 of 4 ends

Comparison of Term Sheet and DDA - Key Agreement Terms
Term 2019 Initial Term Sheet 2020 Updated Term Sheet
2020 term in
DDA? DDA terms
Public Meetings Nimitz to hold 4 public meetings per year. N/A. N/A Although not part of the 2020 term sheet, Nimitz is committed to continue holding public community meetings and maintaining their website detailing activities on the Island. Nimitz held 5 public workshop meetings in 2020 and 7 public workshop meetings in 2021, more than the original term sheet’s 4 meetings per year commitment.

Development
[Requirements]
Phased development: 100,000 SF substantially
completed in years 5, 8 & 11.

N/A. Updated Nimitz has already executed new commercial leases for approximately 300K square feet (SF) since it assumed ownership of development rights to the Island.

Of these new leases, it has rehabilitated approximately 100K SF (Factory OS Expansion) and is in the process of rehabilitating an additional 170K SF. At the end of this current rehab work, Nimitz anticipates they will have spent approximately $10M on development on the Island. Nimitz is also obligated under the DDA to construct and develop the Connolly Corridor Development site within 60 months after Initial Closing. This mixed-use development includes approximately 74K SF of retail/office space, approximately 194K SF of open space, up to 373 residential units, and a hotel with up to 200 rooms.

Possessory Interest
Taxes
Lease Agreement would create a taxable
leasehold possessory interest and Nimitz would
pay those taxes.

Nimitz to own and therefore all taxes apply and
will be paid by Nimitz from and after closing.

Yes All taxes will be paid by Nimitz after closing.

Beautification Plan Implementation of interim Beautification & Security Plan within 18 months.

Nimitz to implement Phase 1 of the Beautification
Plan (installation of security fencing and lighting)
by 3/31/2021. Purchase agreement will have
milestones to complete a comprehensive
Beautification Plan.

Updated Nimitz has already implemented security patrols and installed security fencing on NMI. Per the DDA Scope of Work and Performance Schedule in Exhibits C and D, Nimitz is to submit a Beautification Plan within 8 months after the Initial Closing. The first phase of the work, focused on the Causeway Bridge and Highway 37 entry points, is to be installed within 8 months following approval of the Beautification Plan. The second phase, consisting of work on the remaining key areas of the Island, including NMI, is to be installed within 24 months following approval of the Beautification Plan.

Backbone
Infrastructure
Nimitz to submit plan before expiration of first
ENA extension. Terms and requirements to
complete the Backbone Infrastructure TBD.

Nimitz’s new Specific Plan is to be submitted
within 24 months of Disposition Development
Agreement or Purchase Sale Agreement
(DDA/PSA), including Backbone Infrastructure
Plan.

Yes Per the Schedule of Performance, within 24 months following initial closing, Nimitz is to submit a new Specific Plan and Backbone Infrastructure Plan for the entire Island that will include a plan for phased installation and construction of new Backbone Infrastructure.

Security &
Maintenance
Nimitz to assume maintenance and security upon
execution.

Nimitz to assume security per new Security
License Agreement. Nimitz to assume all
maintenance costs at transfer.

Yes Nimitz has already implemented security patrols and installed security fencing on NMI per a non-exclusive license with the City. Upon initial transfer, Nimitz, as owner, would continue providing security and would assume all maintenance responsibilities for NMI.

HUD Loan Nimitz to pay loan principal and interest, equal to ~$240K/year. Nimitz to pay off loan at transfer.

The $3M Purchase Price will be used by City to
pay the outstanding HUD loan balance which was
approximately $2.5M at the time of the 2020
Term Sheet.

Yes At initial conveyance, City’s HUD Loan outstanding amount is to be paid in full using the proceeds from the $3M initial transfer. The current HUD Loan balance is approximately $2.3M plus interest.

Page 2 of 4 ends

Term 2019 Initial Term Sheet 2020 Updated Term Sheet
2020 term in
DDA? DDA terms
Navy Property Nimitz to sublease until transfer. Nimitz to sublease until transfer. Nimitz to reimburse cost to annex Navy lands into CFD upon
transfer.

Yes With the initial conveyance, Nimitz will sublease the Navy's ~32 acre site on NMI per Exhibit E, the Sub-LIFOC. Once the Navy conveys this property to the City, Nimitz is obligated to take ownership of this additional land. When the Navy lands are annexed into the CFD, Nimitz will reimburse the costs of such annexation per Section 309 of the DDA.

Local Use Tax Permit
[Construction and
Equipment Sales and
Use Tax]
Nimitz to require contractors with contracts
valued at $5M-plus to designate NMI as the place
of use. This ensures the City will receive the local
portion of sales and use tax rather than Countywide pool.

No change from 2019 term sheet. Yes Construction contracts valued at $5M or more will designate NMI as the place of use to ensure the City receives the local portion of sales and use tax rather than the smaller amount City would receive if such taxes were collected and distributed through the County-wide pool.

Local Economic
Benefits
TBD DDA/PSA to include goals for local and minority
hiring and purchasing of construction materials
and supplies for development of the Property.

Yes Nimitz is to comply with the program and reporting requirements in Exhibit M (Local Economic Benefit Program Requirements) regarding job creation, work force development and inclusion of minority, women and locally owned businesses and enterprises.

Purchase Price Fair Market Value less public improvement costs, but no less than cost to pay off HUD loan.
$3M. Will cover City’s initial carrying costs plus
the payoff of the remaining HUD Loan, which was
approximately $2.5M at the time of the 2020
Term Sheet.

Yes The purchase price for the NMI Property is $3M and will be paid at initial closing, less any deposit. The City will apply these funds to the outstanding HUD loan.

The current HUD Loan balance is approximately $2.3M plus interest.

Property Acquisition Ground Lease with Option to Purchase. Disposition and Development Agreement or Purchase Sale Agreement.

Yes Disposition and Development Agreement.

Term 3 year ground lease with extensions: 3, 3 and 10
years, totaling 19 years.

Initial closing of City-owned 125 acres anticipated
to occur within 120 days after DDA/PSA approval.

Yes The initial closing of the City-owned 125 acres is anticipated to occur within 30 days after City and Nimitz approval of pre closing conditions, but no later than 120 days after the date of the DDA.

Site Transfer
Conditions
Requires demonstration to start demo of existing
improvements, construction of Backbone
infrastructure and HUD loan payoff.

Requires implementation of initial Beautification
Plan (Security improvements), grading and
demolition permits, and finalizing of demolition
agreements. HUD loan payoff part of purchase
price.

Updated Nimitz has already performed the security improvements (patrols and fencing) on NMI. Nimitz obligations prior to Initial Transfer include deposit of the purchase price (to be used to pay off the HUD loan), submission of demo permits, obtaining Navy approval for demo of Navy-owned buildings, execution of demo contract, and posting of demo work performance or completion bonds.

As the fill importation and site preparation work will require further CEQA review this work will be performed post closing.
[Permitted] Transfers Requires master Tentative Map and Backbone infrastructure for parcel to be completed or
bonded prior to any transfers.

Following approval of a new Specific Plan, Nimitz
can transfer parcels, however any transfers of
more than 20% to a single transferee will be
subject to the Council’s approval not to be
unreasonably withheld.

Yes Following approval of a new Specific Plan, Nimitz can transfer parcels, however any transfers of more than 20% to a single transferee will be subject to the Council’s approval not to be unreasonably withheld.

Phased Closings Closing for sale could occur in multiple phases. Anticipates initial sale of City-owned 125 acres in single closing, followed by sale of Navy land in one
or more closings as property is received by City.

Yes Initial transfer will be the City-owned 125 acres. Following the Initial transfer, Nimitz has a “must-take obligation” to accept the Navy-owned property when it is transferred to the City, either in whole or in part.

Page 3 of 4 ends

Term 2019 Initial Term Sheet 2020 Updated Term Sheet
2020 term in
DDA? DDA terms
CFD Nimitz to reimburse City for CFD for all 157 acres. Nimitz to reimburse City for CFD for ~28 acres per new Laydown Lease. Nimitz to assume all CFD
payments at transfer of remaining acreage.

Nimitz to also commit to annex Navy property
into CFD at time such property is acquired from
Navy.

Updated Nimitz will assume all CFD payments at initial transfer. Following the initial closing Nimitz will cooperate with City to explore formation of a new Island wide services CFD to replace the existing CFDs. If City moves forward with a new CFD, Nimitz will agree to participate. If no new CFD is formed, then, after conveyance of Navy's ~32 acres, Nimitz will annex the Navy lands into the existing CFDs.

Building inventory Nimitz to submit historic building inventory prior to first extension.

Completed NA Completed
Demos City to demolish remaining non-utilized buildings. Post-Closing Requirements - Nimitz to demolish remaining non-utilized buildings within 24 months
following initial Closing (estimated at ~$2M+).

Yes As part of their Developer's Work to be performed post closing, Nimitz is required to demolish the 10 remaining non-utilized NMI buildings. Per the Schedule of Performance, Nimitz is to complete these demolitions within 24 months of initial closing.

Soil testing &
Relocation
NA Post-Closing Requirements - Nimitz to test LMI
stock piles within 12 months and relocate within
48 months to development site.

Updated As part of their Developer's Work to be performed post closing, Nimitz is obligated to test the existing stock piles within 12 months after closing to determine if soils are suitable for importation as clean fill for development on Mare Island.

Soil Prep NA Post-Closing Requirements - Nimitz to import clean fill to raise elevation of Property to support
development.

Yes As the importation of soil to raise the elevation of NMI will require further environmental review, the importation of Clean fill is a post-closing requirement under Site Preparation Work obligations.

New Specific Plan NA (no submission requirements for new Specific Plan)
Post-Closing Requirements - Nimitz to submit
new Island-wide Specific Plan and Backbone
Infrastructure Plan within 24 months of DDA/PSA
approval.

Yes As part of the Planning Work that is a post-closing requirement, Nimitz is to submit a new Specific Plan with associated Backbone Infrastructure Plan for the entire Island within 24 months of initial closing.

Minimum Assessed
Value / Property Tax
Covenant [PILOT
Program]
NA If no development occurs within 5 years after
DDA/PSA, Nimitz to pay City and School District
[VUSD] the difference between property taxes
received and the taxes that the City and VUSD
would have received if buildings and
improvements with an assessed valuation of
$26M (2020/21 dollars) had been developed on
Nimitz-owned property.

Yes Per Exhibit H, if no development occurs, 5 years following the DDA, Nimitz to pay the City and School District (VUSD) the difference between property taxes actually paid and the taxes the City and VUSD would have received if Nimitz development resulted in an increase in assessed valuation of $26M. So, for example, if no new development occurs then Nimitz would pay annually beginning in year 5 approximately $49,400 to City and approximately $62,400 to VUSD (i.e. $26M x .01 = $260,000) of foregone property taxes. City share of foregone property taxes is 19% and VUSD share is 24%.
[City] Repurchase
Rights
City Right to Reentry TBD Subject to notice and opportunity to cure, City has the right to repurchase Property if Nimitz fails to
complete post-closing obligations. City would pay
the purchase price plus out-of-pocket hard costs
not to exceed $10M.

Yes If Nimitz fails to complete its post-closing obligations and Nimitz is found in default following notice and expiration of the cure period, City has the option to repurchase NMI provided the City pays the $3M purchase price plus out-ofpocket hard costs not to exceed $10M.

Prohibited Uses
[Limitations on
Development under
Existing Specific Plan]
Development to be consistent with current
Specific Plan that does not prohibit any particular
uses provided they meet entitled property types.

Nimitz will not develop certain uses including
cement batch plants, dumps, heavy recycling
facilities or heavy industrial uses.

Yes During the time between the execution of the DDA and the approval of a new Specific Plan, Nimitz has agreed to prohibit the following uses on NMI: LNG facilities, cement batch plants, dumps and heavy recycling facilities, refineries, heavy industrial uses, and cannabis cultivation and dispensary facilities.

Page 4 of 4 ends

Term 2019 Initial Term Sheet 2020 Updated Term Sheet
2020 term in
DDA? DDA terms
Density Payments
[Potential Additional
Payment for Property]
NA Nimitz and City will negotiate in the DDA/PSA
about the potential for fees paid to City after
closing, for parcels that seek greater density than
permitted under a City approved Specific Plan.

Yes Following the approval of a new Specific Plan, if Nimitz obtains approval to increase the permitted density of NMI and such increase results in a certain increase over the new Specific Plan’s entitlements, Nimitz will make additional payments to the City based on the methodology outlined in DDA.

Reimbursement Credits
and Deferrals
N/A City and Nimitz will continue to negotiate
potential infrastructure reimbursements and/or
impact fee credits and/or deferrals in the
DDA/PSA.

No Nimitz has agreed to defer discussion of this item to a later date and so no City commitments on this point are included in the DDA.

Water and Sewer
System Reimbursement
Agreements
N/A N/A N/A Nimitz to reimburse City for ongoing repair and maintenance costs for the water systems on NMI, and Nimitz to reimburse Vallejo Flood Wastewater District (VFWD) for ongoing repair and maintenance costs for sewer and storm systems on NMI, until Nimitz has upgraded and/or replaced the existing systems and the City and VFWD have accepted the improved systems respectively.

Irrevocable Offer to
Dedicate Streets
N/A N/A N/A After the initial transfer, Nimitz will maintain the roadways within NMI. Nimitz will own the roadways within the City's 125 acres and will lease the roadways within the Navy owned parcel. The City will have the option, but not the obligation, to accept an irrevocable offer to dedicate the roadways (Exhibit N).

Prior to any acceptance, Nimitz will be obligated to maintain all roadways within NMI and ensure the roadways remain open for public use. At the time of the new Specific Plan and Backbone Infrastructure Plan, public and private roadways will be considered Island wide.

Building 571
Reimbursement
Obligation
N/A N/A N/A During performance of due diligence work Nimitz discovered that City's NMI demolition contractors spread PCB contaminated debris over the former Building 571 site. City has agreed to begin remediation plan work prior to close and to complete the PCB removal at City's expense post closing if not complete at the time of closing. City estimates the cost will be in the range of $400K to $650K.

NMI DDA FAQ Page 1

FREQUENTLY ASKED QUESTIONS
City of Vallejo Draft North Mare Island Disposition and Development Agreement

1. Question: Where can I find a copy of the draft North Mare Island Disposition and Development Agreement (DDA)?
Answer: The DDA can be found on Myvallejo.com as part of this agenda item.

2. Question: What are the differences and similarities between the original 2019 term sheet, the 2020 term sheet and the DDA?
Answer: The matrix comparing the term sheets and the DDA can be found on Myvallejo.com as part of this agenda item.

3. Question: Why are there two term sheets?
Answer: After the first term sheet was completed, Nimitz brought Southern Land Company (SLC) on board as its land manager for Mare Island. SLC identified that importing soils necessary for the development of North Mare Island (NMI) would cost approximately $20 Million dollars based on the unit costs provided in a 2018 geotechnical report ENGEO prepared for the City. These soil costs are in addition to the $30 Million in site development costs and $3.3 Million in demolition costs identified in the 2018 draft appraisal prepared for the City. This appraisal determined that the “As Is” market value of NMI was equal to negative ($20.9 Million). The uncertainty regarding the time to import an estimated two Million cubic yards of fill to raise the elevation of NMI and complete surcharging, combined with the uncertainty as to when market conditions will support vertical development, —in part due to the COVID pandemic— prompted the revision of some of the key assumptions embodied in the original 2019 term sheet.

4. Question: The 2019 term sheet contemplated a land lease to Nimitz with a term of up to 19 years with option(s) to purchase. Why do the 2020 term sheet and the DDA contemplate the City selling the land to Nimitz within 120 days after the DDA is signed? Answer: As noted in the answer to Question 3 above, Nimitz must make a very significant investment in site preparation work (i.e. importing clean fill estimated to cost upwards of $20 Million dollars, followed by expensive and time consuming surcharging and compaction at added expense) before Nimitz can commence the vertical development on NMI. Nimitz has concluded it will be unable to attract investors to pay for this substantial upfront investment under a lease with purchase option, particularly when the lease is terminable by City if vertical development milestones are not met. The City negotiating team concurred with that assessment and supported a structure under which Nimitz would close escrow on the purchase of the land before making these very substantial upfront investments.

NMI DDA FAQ Page 2

5. Question: What is the DDA $3 Million purchase price based on? Answer: The original term sheet and 4th Amended and Restated Exclusive Negotiating Agreement (ENA) anticipated a purchase price for NMI equal to the Fair Market Value (As-Is appraisal methodology) less the estimated site improvement costs, but in no event less than the outstanding principal and interest balance of the City’s U.S. Department of Housing and Urban Development (HUD) Section 108 Loan Guarantee for the City’s prior NMI Demolition Project (HUD Loan). Based on the 2018 draft appraisal prepared for the City which identified $30 Million of site development costs and $3.3 Million of demolition costs, the “As Is” market value of NMI was anticipated to equal a negative

20.9 Million dollars (-$20,900,000.00). As the outstanding balance of the HUD loan was estimated at the time to be $3 Million, that was the negotiated purchase price. Although the current outstanding HUD loan balance is less, at approximately $2.3 Million plus interest, the DDA, which is based on the 2020 term sheet, retains the $3 Million purchase price.

6. Question: The original term sheet included specific vertical development milestones that Nimitz would have to meet to keep the lease with purchase option in place. What were those milestones, and why were they eliminated?
Answer: The original term sheet, which anticipated a lease with a purchase option, required Nimitz to develop and/or rehabilitate 100,000 square feet (SF) of building space on Mare Island by year 5 of the lease, with an additional 100,000 SF of development or rehabilitation work by each of years 8 and 11, totaling 300,000 SF within 11 years. In comparison, Nimitz has already executed new commercial leases for approximately 300,000 SF since they assumed development rights from Lennar and have rehabilitated approximately 100,000 SF (Factory OS Expansion), thereby achieving the original term sheet’s year 5 development milestone goal. Nimitz is also in the process of rehabilitating an additional 170,000 SF. At the end of this current rehab work, Nimitz anticipates it will have spent approximately $10 Million. With that milestone already achieved, negotiators worked to realize further redevelopment of the island during the planning process to retain that momentum. Under the proposed DDA, Nimitz is now obligated to construct and develop the Connolly Corridor Development site within 60 months after Initial Closing. This mixed use development includes approximately 74,000 SF of retail/office space, approximately 194,000 SF of open space, up to 373 residential units, and a hotel with up to 200 rooms. In addition, the City team believes the requirements for Nimitz to prepare and submit a new proposed Specific Plan within 24 months, and the guarantee that the City and the Vallejo Unified School District will receive a minimum amount of revenue from increased property taxes by year 5 (see answer to Question 7 below), will more effectively incentivize timely, quality development of, and investment in, Mare Island.

7. Question: Does the DDA include any development milestones to incentivize Nimitz to develop right away and discourage land banking?
NMI DDA FAQ Page 3
Answer: Yes. The DDA obligates Nimitz to pay to the City of Vallejo and to the Vallejo Unified School District (VUSD) beginning in year 5, and continuing each year thereafter, a “payment in lieu of property taxes” (PILOT) if it has not developed the island. The PILOT obligates Nimitz to pay an amount equal to the difference between property taxes actually paid and the taxes the City and VUSD would have received if Nimitz development resulted in an increase in assessed valuation of $26 Million dollars. So, for example, if no new development occurs by year 5 following execution of the DDA, then Nimitz would pay approximately $49,400 to the City and approximately $62,400 to the VUSD annually (i.e. $26 Million x .01 = $260,000, or the estimated amount of foregone property taxes). The City’s share of foregone property taxes is 19% and the Vallejo Unified School District (VUSD) share is 24%. The payments in lieu of taxes would decrease as Nimitz undertakes activities which increase the assessed valuation of its Mare Island property and would cease entirely at such time as Nimitz completes development with an assessed value of at least $26 Million (in 2020/21 dollars). The DDA imposes additional milestones on Nimitz to complete demolition of unused buildings on NMI (within 24 months following closing), prepare and submit a new comprehensive Specific Plan (within 24 months following closing), and develop Connolly Corridor (within 60 months following closing).

8. Question: The DDA requires Nimitz to prepare and submit to the City for consideration a new proposed Specific Plan and an Island-wide Infrastructure Plan to replace the existing Specific Plan, the original version of which was prepared more than 21 years ago. Will the City have to commit to approve a new Specific Plan for Mare Island? Answer: No. While Nimitz would have to prepare and submit a new comprehensive Specific Plan to City for consideration, the City Council will retain full and complete discretion as to whether to approve or disapprove or recommend changes to any proposed specific plan. Further, an appropriate California Environmental Quality Act (CEQA) document will be prepared in connection with City’s consideration of the new proposed Specific Plan and Infrastructure Plan to identify environmental impacts, and City Council will retain full and complete discretion as to any CEQA findings.

9. Question: Will the Mare Island Golf Course be included in the future Specific Plan process?
Answer: Yes. Per the DDA, the new Specific Plan to be submitted by Nimitz within 24 months after the initial Closing will encompass the entire Island, including the Golf Course.

10. Question: How will the public infrastructure (utilities and roadways) be impacted with Nimitz taking ownership of NMI?
Answer: After the initial transfer, Nimitz will own the roadways within the City’s 125 acres and will lease the roadways within the Navy-owned parcel on NMI. The City will have the option, but not the obligation, to accept an irrevocable offer to dedicate the NMI DDA FAQ Page 4
roadways, however, prior to any acceptance, Nimitz will be obligated to maintain all roadways on NMI in a safe and usable condition and ensure that the NMI roadways remain open and accessible for use by the general public. Nimitz will also bear all costs and liabilities related to the operation and maintenance of the NMI roadways until such time as the City accepts the offer to dedicate, or after Nimitz develops NMI, performs the necessary upgrades to the Property, and the City accepts such improvements. The City would then accept formal dedication and ownership.

The transfer of NMI will initially exclude the water, sewer and storm systems as the City and Vallejo Flood and Wastewater (VFWD), respectively, must maintain ownership of these systems. However, Nimitz has agreed to reimburse both the City for NMI water operations and maintenance costs and VFWD for NMI sewer and storm operations and maintenance costs until such time as Nimitz has upgraded and/or replaced the existing systems and the City and VFWD have accepted the improved systems.

As Nimitz is obligated to maintain the existing NMI roadways and reimburse the City and VFWD their costs to maintain the existing water and sewer and storm systems, Nimitz is further incentivized to develop new public infrastructure as soon as possible.

11. Question: What is Nimitz’s focus in the first phase of development? Answer: Nimitz has identified the Connolly Corridor Development, discussed in the answer to Question 6 above, as its Phase 1 development project. Nimitz has already begun development of the planning concepts and descriptions to facilitate the CEQA review for this project, which would be the first major mixed-use commercial development on South Island under the current Specific Plan. Concurrently, Nimitz will focus on developing the Beautification Plan and a new Specific Plan for the entire Island that will include phased installation and construction of a new Backbone Infrastructure Plan.

12. Question: Why does the City need another extension on the Exclusive Negotiation Agreement (ENA)?
Answer: As the Sixth Amended and Restated ENA for NMI expires March 31, 2022, a short term extension is required to ensure sufficient time to finalize and execute the DDA and ancillary documents.

13. Question: If City /Council approves the DDA what happens next? Answer: If the DDA is approved by the City Council, the City and Nimitz/Southern Land Company (SLC) will execute the DDA after which both parties will begin the preclosing process and Nimitz will commence its 90-day Feasibility Period. The initial transfer of the City-owned 125 acres is anticipated to occur within approximately 120 days following the execution of the DDA, allowing Nimitz and SLC to move forward quickly on the next phase of land and infrastructure planning and development of the Connolly Corridor.

North Mare Island Disposition and
Development Agreement and
Implementation Project
CEQA Addendum to the Mare Island Specific Plan
EIS/EIR (1999) and the Mare Island Amended and
Restated Specific Plan Project Final Subsequent EIR
(2005)
February 22, 2022
Prepared for:

City of Vallejo
555 Santa Clara Street
Vallejo, CA 94590
Prepared by:

Stantec Consulting Services Inc.
1340 Treat Boulevard, Suite 300
Walnut Creek CA US 94597

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Table Of Contents
i
Table of Contents
ACRONYMS AND ABBREVIATIONS.......................................................................................III

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

1.1 PROJECT TITLE......................................................................................................... 1-2

1.2 PROJECT LOCATION ................................................................................................ 1-2

1.3 BACKGROUND........................................................................................................... 1-3

1.4 EXISTING SETTING AND SURROUNDING LAND USES .......................................... 1-9

1.5 EXISTING AND PROPOSED GENERAL PLAN LAND USE DESIGNATIONS AND ZONING............................................................................................................ 1-13

1.6 PREVIOUS ENVIRONMENTAL REVIEW ................................................................. 1-13

1.7 ADDENDUM TO AN EIR........................................................................................... 1-16

1.8 ADDENDUM ORGANIZATION.................................................................................. 1-18

2.0 PROJECT DESCRIPTION .......................................................................................... 2-1

2.1 PROJECT OVERVIEW ............................................................................................... 2-1

2.2 MARE ISLAND SPECIFIC PLAN CRITERIA FOR DENSITY TRANSFER .................. 2-7

2.3 PROJECT COMPONENTS ......................................................................................... 2-8

2.4 COMPARISON OF THE APPROVED PROJECT TO THE PROPOSED
PROJECT ................................................................................................................. 2-14

2.5 PROJECT OBJECTIVES........................................................................................... 2-15

2.6 PROJECT APPROVALS........................................................................................... 2-16

3.0 ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED...................................... 3-1

3.1 AESTHETICS.............................................................................................................. 3-5

3.2 AGRICULTURE AND FORESTRY RESOURCES....................................................... 3-9

3.3 AIR QUALITY............................................................................................................ 3-11

3.4 BIOLOGICAL RESOURCES ..................................................................................... 3-18

3.5 CULTURAL RESOURCES........................................................................................ 3-23

3.6 ENERGY................................................................................................................... 3-28

3.7 GEOLOGY AND SOILS ............................................................................................ 3-32

3.8 GREENHOUSE GAS EMISSIONS............................................................................ 3-37

3.9 HAZARDS AND HAZARDOUS MATERIALS............................................................. 3-41

3.10 HYDROLOGY AND WATER QUALITY ..................................................................... 3-46

3.11 LAND USE AND PLANNING..................................................................................... 3-52

3.12 MINERAL RESOURCES........................................................................................... 3-56

3.13 NOISE....................................................................................................................... 3-58

3.14 POPULATION AND HOUSING ................................................................................. 3-63

3.15 PUBLIC SERVICES .................................................................................................. 3-65

3.16 RECREATION........................................................................................................... 3-70

3.17 TRANSPORTATION ................................................................................................. 3-72

3.18 TRIBAL CULTURAL RESOURCES........................................................................... 3-81

3.19 UTILITIES AND SERVICE SYSTEMS....................................................................... 3-83

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Table Of Contents
ii

3.20 WILDFIRE................................................................................................................. 3-88

4.0 REFERENCES............................................................................................................ 4-1

5.0 LIST OF PREPARERS ............................................................................................... 5-1

LIST OF TABLES
Table 1.3-1: Mare Island Development Program......................................................................1-9 Table 1.5-1: Existing and Proposed Land Use Designations and Zoning ...............................1-13 Table 2.3-1: Buildings Proposed for Demolition within Reuse Area 1A...................................2-11 Table 2.4-1: Comparison of Total Development .....................................................................2-15 Table 3.15-1: VCUSD Student Generation Rates...................................................................3-67

LIST OF FIGURES
Figure 1: Regional Location .....................................................................................................1-5 Figure 2: Project Site Locations ...............................................................................................1-7 Figure 3: Mare Island Specific Plan Reuse Areas ..................................................................1-11 Figure 4: Proposed Buildings for Demolition in Reuse Area 1A................................................2-3 Figure 5: Proposed Connolly Street Corridor Site Plan.............................................................2-5

LIST OF APPENDICES
Appendix A: North Mare Island Demolition and Management Plan Appendix B: Mare Island Connolly Street Corridor Development Transportation Assessment

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Acronyms and Abbreviations
iii
Acronyms and Abbreviations
AB Assembly Bill
ACM asbestos containing materials
approved project Mare Island Specific Plan Project
BAAQMD Bay Area Air Quality Management District
BMP best management practice
CALFIRE California Department of Forestry and Fire Protection Cal/EPA California Environmental Protection Agency
Cal/OSHA California Occupational Division of Safety and Health CEQA California Environmental Quality Act
CFD Community Facilities District
City City of Vallejo
CO carbon monoxide
CUP Conditional Use Permit
DDA Disposition and Development Agreement
DOC Department of Conservation
DTSC Department of Toxics Substance Control
EIS/EIR Environmental Impact Statement / Environmental Impact Report ENA Exclusive Negotiating Agreement
GHG greenhouse gas
HCP Habitat Conservation Plan
I-80 Interstate 80
LBP lead-based paint
Ldn day/night sound level
Lennar Lennar Mare Island, LLC
LOS level of service
MOA Memorandum of Agreement
MRZ Mineral Resource Zone
NCCP Natural Community Conservation Plan
Nimitz Nimitz Group, LLC
NMI North Mare Island
NOx nitrogen oxide
NOP Notice of Preparation
NPDES National Pollutant Discharge Elimination System
PCB polychlorinated biphenyls
RWQCB Regional Water Quality Control Board
SB Senate Bill
SMHCP Solano Multispecies Habitat Conservation Plan
SLC Southern Land Company
SWPPP Stormwater Pollution Prevention Plan

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Acronyms and Abbreviations
iv
SWRCB State Water Resources Control Board
SR State Route
UWMP Urban Water Management Plan
VCSUD Vallejo City Unified School District
VMT vehicle miles travelled

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Introduction
1-1

1.0 INTRODUCTION
This document is an Addendum, otherwise known as the Mare Island Disposition and Development Agreement (DDA) Addendum, to the Final Environmental Impact Statement / Environmental Impact Report (EIS/EIR) for the Disposal and Reuse of the Mare Island Naval Shipyard Project (1999), and the Mare Island Amended and Restated Specific Plan Project Final Subsequent EIR (2005) that were previously certified by the City of Vallejo (City) for the Mare Island Specific Plan (hereafter referred to as the approved project) .

Mare Island is on the western edge of the City of Vallejo (City) in southwest Solano County (Figure 1).

The Mare Island Specific Plan area (Specific Plan area) is approximately 5,250 acres and divided into 13 distinctive Reuse Areas or land use zones. In September 2001, the City entered into a Development Agreement with Lennar Mare Island, LLC (Lennar) for the development of approximately 670 acres on Mare Island. The City determined entering into the Development Agreement would promote orderly growth and quality development on Mare Island in accordance with the goals and policies set forth in the Mare Island Specific Plan, and that residents would also benefit from increased employment, commercial, housing, and recreational opportunities. In July 2018, the City and Nimitz Group, LLC (Nimitz) entered into an Exclusive Negotiating Agreement (ENA) relating to North Mare Island (NMI), which consists of approximately 157 acres of land currently owned and leased by the City. The ENA set forth terms under which Nimitz and the City would prepare a draft DDA for the City to convey the NMI property to Nimitz for development.

Since 2019, the City and Nimitz have explored various options to facilitate development of NMI and completed a preliminary proposed term sheet that contemplated Nimitz undertaking planning and infrastructure work under a lease/option to purchase agreement. Nimitz and the City have also undertaken further review of the suitability of NMI soils conditions and of potential risks associated with rising sea levels and other environmental events, including future flooding, inundation, and liquefaction.

While these efforts were taking place, Nimitz, in November 2019, completed acquisition of approximately 500 acres of the South Mare Island property from Lennar, and assumed the role of master developer.

Nimitz then selected Southern Land Company (SLC) as its lead development manager for NMI in February 2020.

In December 2020, City Council approved a new term sheet for the DDA or purchase sale agreement of NMI with Nimitz, and authorized the Fifth Amended and Restated ENA. The DDA for NMI outlines the obligations Nimitz must complete prior to the sale and transfer of the NMI property. These obligations include the following:
• Demolition of the 10 remaining non-utilized buildings on NMI consistent with the Demolition and Management Plan, attached as Appendix A.
• Redevelopment of the Connolly Street Corridor, an approximately 3-acre portion of the historic core area of Mare Island, as described in Section 2.0, Project Description. • Site preparation work on NMI, including soil testing of existing stockpiles, and redistribution of clean fill if applicable.

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The following obligations of the DDA are process obligations and are not part of the proposed Project studied in this Mare Island DDA Addendum, but will instead be analyzed pursuant to the California Environmental Quality Act (CEQA) as described below:

1. Planning Work / New Specific Plan (including Backbone Infrastructure Plan) – Subject to subsequent CEQA evaluation and action.
a. Nimitz to submit a new Specific Plan for Mare Island within 24 months following Initial Closing.
b. New Specific Plan to include phased installation and construction of new Backbone Infrastructure to serve all new development and redevelopment. c. City retains full discretion of consideration of the New Specific Plan and Backbone Infrastructure Plan. CEQA for this will take place at time of discretionary application.

2. Beautification Work. Nimitz to submit a Beautification Plan within 8 months following Initial Closing. Plan is to include interim landscaping, hardscaping, enhanced fencing, lighting, and security which may include elements such as trees and flowers, public seating, and public art.

The first phase of the Beautification Work, focused on the Causeway Bridge and State Route (SR) 37 entry points, is to be installed within 8 months following Beautification Plan approval; the second phase consisting of work on the remaining portions of Mare Island, including the property, is to be installed within 24 months of Beautification Plan approval. a. City retains full discretion of consideration of the Beautification Plan. CEQA for this will take place at time of discretionary application.

This Addendum relies on the previously certified EIR documents for the current 2013 Mare Island Specific Plan (2013 Specific Plan) to determine whether the proposed Project would result in any new significant environmental impacts that were not identified in the previously certified EIR documents, or whether significant impacts identified in the previously certified EIR documents would be substantially more severe as a result of the proposed Project.

As described herein, the proposed Project would not change the overall development program for the 2013 Specific Plan. Therefore, pursuant to California Public Resources Code Section 21166, and CEQA Guidelines Section 15162, this evaluation confirms that the impacts of the proposed Project would not be more severe than those previously identified in the previously certified EIR documents, and no new significant impacts would occur.

1.1 PROJECT TITLE
North Mare Island Disposition and Development Agreement and Implementation Project

1.2 PROJECT LOCATION
Mare Island is located on the western edge of the City of Vallejo in southwest Solano County, approximately 30 miles northeast of San Francisco. It is bounded by Mare Island Strait on the east; San Pablo Bay on the west; Carquinez Strait on the south; and Napa Marsh, SR 37, and San Pablo Bay 1-3

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Introduction
National Wildlife Refuge on the north (Figure 1). The two existing points of access are from SR 37, the primary route across the North Bay connecting U.S. 101 and Interstate 80 (I-80), and across the Mare Island Causeway from Tennessee Street, one of Vallejo’s main arterials and a primary connection with I-80. The Project site locations are shown in Figure 2.

1.3 BACKGROUND
The Mare Island Naval Shipyard was established in 1854 and continued to be used as a naval base until the base closure was approved in 1993. The shipyard ultimately closed in April 1996 and the City undertook an extensive community-based planning process for reuse of the area. The result of this process was the Mare Island Final Reuse Plan (1994 Reuse Plan), which identified 13 Reuse Areas, as well as wetlands and dredge pond areas. The Vallejo City Council approved the Final Mare Island Reuse Plan in July 1994, and in November 1998 pursuant to the requirements of CEQA, certified a Final EIS/EIR (1998 Final EIS/EIR) for the Disposal and Reuse of Mare Island Naval Shipyard (State Clearinghouse #94093029). The 1998 EIS/EIR evaluated the disposal of federal surplus land at the former Mare Island Naval Shipyard and reuse of the site and facilities as proposed under the 1994 Reuse Plan.

In March 1999, the Vallejo City Council adopted the 1999 Mare Island Specific Plan (1999 Specific Plan) after approving an Addendum to the 1998 EIS/EIR. The 1999 Specific Plan included additional detail regarding land use policies, allowable land uses and development standards. Amendments to the Vallejo Zoning Code and General Plan were also approved to address policies related to the treatment of the historic resources, and to ensure consistency with the 1999 Specific Plan.

In December 2005, the Vallejo City Council adopted the 2005 Mare Island Specific Plan Amended and Restated (2005 Specific Plan), as proposed by Lennar. The 2005 Specific Plan covers the entire island and generally consists of a development program similar to that in the 1999 Specific Plan as well as the 1994 Reuse Plan. The primary changes from the 1999 Specific Plan included an additional 2.7 million square feet of development potential; more detailed development policies; elimination of a third access point from the mainland to the island, via the Southern Crossing; removal of the Roosevelt Terrace Property; and inclusion of the Historic Project Guidelines. It also includes Cultural Resources, Urban Design, Transportation, and Utilities and Services Elements.

Pursuant to the requirements of CEQA, the Vallejo City Council certified a Final Subsequent EIR (State Clearinghouse #2004092057) for the 2005 Specific Plan in November 2005 (2005 Subsequent EIR). The 2005 Subsequent EIR identified and analyzed the environmental impacts associated with the incremental change in intensity and distribution of land uses on Mare Island from the 1999 Specific Plan, as described in the 2005 Specific Plan, and analyzed the impact of the development program.

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V:\1857\Active\185705504\mxd\fig_1_regional_overview.mxd Revised: 2022-02-20 By: KAEJOHNSON 1 City of Vallejo
North Mare Island Disposition and Development
Agreement and Implementation Project
Vallejo, California
Regional Overview
Disclaimer: This document has been prepared based on information provided by others as cited in the Notes section. Stantec has not verified the accuracy and/or completeness of this information and shall not be responsible for any errors or omissions which may be incorporated herein as a result. Stantec assumes no responsibility for data supplied in electronic format, and the recipient accepts full responsibility for verifying the accuracy and completeness of the data.

Notes

1. Coordinate System: NAD 1983 StatePlane
California II FIPS 0402 Feet

2. Data Sources:

3. Background: Sources: Esri, HERE, Garmin,
Intermap, increment P Corp., GEBCO, USGS, FAO,
NPS, NRCAN, GeoBase, IGN, Kadaster NL,
Ordnance Survey, Esri Japan, METI, Esri China
(Hong Kong), (c) OpenStreetMap contributors, and
Figure No.

Title
Project Location
Client/Project
Legend
Project Site Locations
Mare Island Specific Plan
City of Vallejo
(At original document size of 8.5x11)
1:126,876 ($ $ ¯
Project Site Locations
0 1 2
Miles

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.!
.!
.!
.!
.!
.!
.!
.!
.!
.!
Mare Island Strait
Building 571
Remediation Site
Location
Mare Island Cswy
State Rte 37
Mare Island Way
Connolly St
Waterfront Ave
Nimitz Ave
Walnut Ave
Azuar Dr
Railroad Ave
673
653
993
601
503
499
517
663
589
593
V:\1857\Active\185705504\mxd\fig_2_specific_plan.mxd Revised: 2022-02-20 By: KAEJOHNSON 2 City of Vallejo
North Mare Island Disposition and Development
Agreement and Implementation Project
Vallejo, California
Project Site Locations
Disclaimer: This document has been prepared based on information provided by others as cited in the Notes section. Stantec has not verified the accuracy and/or completeness of this information and shall not be responsible for any errors or omissions which may be incorporated herein as a result. Stantec assumes no responsibility for data supplied in electronic format, and the recipient accepts full responsibility for verifying the accuracy and completeness of the data.

Notes

1. Coordinate System: NAD 1983 StatePlane
California II FIPS 0402 Feet

2. Data Sources:

3. Background: Source: Esri, Maxar, GeoEye,
Earthstar Geographics, CNES/Airbus DS, USDA,
USGS, AeroGRID, IGN, and the GIS User
Community
Sources: Esri, HERE, Garmin, Intermap, increment
Figure No.

Title
Project Location
Client/Project
Legend
.! Building Proposed for Demolition
Reuse Area 1A
Connolly Street Corridor (Reuse
Area 3B and Reuse Area 6)
(At original document size of 8.5x11)
1:15,000 ($ $ ¯ 0 0.1 0.2
Miles

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In July 2007, an Addendum to the 2005 Subsequent EIR for the 2005 Specific Plan was prepared (2007 Addendum). The purpose of the 2007 Addendum was to address proposed amendments to policies in the 2005 Specific Plan and the Vallejo Municipal Code related to historic resources on Mare Island. The 2005 Specific Plan was subsequently amended in June 2007 and June 2008 to address changes related to historic resources, and bicycle and pedestrian facilities on Mare Island.

Since then, the Mare Island Specific Plan has been amended in June 2013, July 2013, and August 2013.

In June 2017, amendments involved changes to the Vallejo Municipal Code regarding beer and wine manufacturers; tasting rooms; brewpubs; fast-food quick service restaurants; and alcohol sales, service, and production establishments which applied to the Mare Island Specific Plan area. The City Council determined all amendments from 2013 through 2017 were exempt from CEQA pursuant to Section 15301 of Title 14 of the California Code of Regulations.

The 2013 Specific Plan is the current version. The 2013 Specific Plan permits limited flexibility in the allowed densities, uses, and boundaries as more precise survey and site information becomes available and in response to the realities of reuse development. Through the different amendments and restating of the Mare Island Specific Plan, certain Reuse Area boundaries have been modified and some Reuse Areas have been subdivided in response to more detailed design and environmental studies than were available and prepared for the originally adopted 1999 Specific Plan. Current boundaries as depicted in the 2013 Specific Plan for the 13 Reuse Areas are shown in Figure 3.

The 2013 Specific Plan identifies the development program for the area, including the type and square footage of development that is feasible and will promote the goals established for reuse. A summary of the Mare Island Development Program, as identified in the 2013 Specific Plan, is provided in Table 1.3-1.

Table 1.3-1: Mare Island Development Program
Land Use Type Total
Mixed-Use (Non-Residential)
(office/R&D, light industrial, retail commercial, and warehousing) 6,265,772 sf
Industrial (Heavy industrial) 1,537,126 sf
Education/Civic 1,254,698 sf
Total Non-Residential 9,057,596 sf
Total Residential 1,400 units

1.4 EXISTING SETTING AND SURROUNDING LAND USES
Mare Island was previously home to the Naval Shipyard Mare Island, which has since been decommissioned and whose parcels have been transferred to the State of California and the City. The island is approximately 5,250 acres, which 1,448 acres are Reuse Areas identified for development and recreational uses, including conservation easements and 3,787 acres for dredge disposal ponds, wetlands, and submerged lands. Since the decommissioning of the naval shipyard, Mare Island is currently in various stages of redevelopment as recommended by the current 2013 Specific Plan. Mare Island contains a mix of industrial, commercial, and residential uses. Mare Island also includes the Touro University campus, a regional park, golf course, and open space lands.

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The proposed Project is located within the northern and central portions of Mare Island, which are referred as Reuse Area 1A, Reuse Area 3B, and Reuse Area 6 in the 2013 Specific Plan (Figure 3).

Reuse Area 1A, referred as the North Island Industrial Park in the 2013 Specific Plan, is approximately 155 acres and intended for a mixed use development program of 1.238 million square feet of light industrial, commercial, office research and development, and warehouse uses. Land uses within this portion of Mare Island currently consist of previously developed lots that are now vacant, industrial uses, and vacant or demolished buildings that were previously used by the United States Navy. The Project is proposing to demolish buildings 499, 503, 517, 589, 593, 601, 653, 663, 673, and 993 within Reuse Area 1A (Figure 4). These buildings are currently vacant and may contain polychlorinated biphenyls (PCBs) as they were formerly used as a paint factory complex, electrical substation, sewage lift station, warehouse, and service station/convenience store.

The proposed redevelopment activities associated with the Connolly Street Corridor are located within Reuse Area 3B and Reuse Area 6, between Waterfront Avenue and Azuar Drive. Reuse Area 3B, referred as Waterfront Mixed Use in the 2013 Specific Plan, is approximately 72 acres and proposed for development of approximately 1.475 million square feet of mixed use development, approximately 16,900 square feet of educational/civic uses, and approximately 3 acres of developed recreation. Reuse Area 3B currently consists of existing commercial and industrial uses along the waterfront. The Veterans Administration also operates an outpatient clinic in the former nuclear medical clinic building.

Reuse Area 6, referred as North Residential Village in the 2013 Specific Plan, is located west of Reuse Area 3B and Walnut Drive. Reuse Area 6 is approximately 123 acres and intended for approximately 3,180 square feet of retail, approximately 25,035 square feet of educational/civic uses, approximately 14 acres of developed recreation, and approximately 578 residential units. Reuse Area 6 mostly consists of vacant lots and commercial and industrial uses. Reuse Area 6 also contains the 81,000 square foot school facility which is still owned by the Navy.

The Connolly Street Corridor is surrounded by a mix of industrial and urban development to the north and south, the Mare Island Strait to the east, and inactive dredge ponds and San Pablo Bay to the west.

Existing development to the north consists of the Mare Island Sports Center, Mariner Park, and Aardvark’s Dog Daycare Center. Development to the south includes various commercial uses, historic officer quarters, Alden Park, a distillery, museum, historic parade grounds, residences, and undeveloped residential lots.

Vallejo, California
Project Location
Client/Project
City of Vallejo
North Mare Island Disposition and Development Agreement and Implementation Project
Figure No.

Title
Mare Island Specific Plan Reuse
Areas 3
Proposed Building
Demolition Proposed Hotel, Retail,
Park/Recreation
Proposed Multi-Family
Residential
Source: SWA

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1.5 EXISTING AND PROPOSED GENERAL PLAN LAND USE

DESIGNATIONS AND ZONING
The existing and proposed land use designations and zoning for Reuse Area 1A, Reuse Area 3B, and Reuse Area 6 are shown below in Table 1.5-1. As shown in the table, the proposed Project would not result in a change to these designations.

Table 1.5-1: Existing and Proposed Land Use Designations and Zoning Reuse Area
Land Use Designation Zoning
Existing Proposed Existing Proposed
1A Industrial No change Mixed Use Planned
Development
No
change
3B Historic Core and Mixed-Use No change
Mixed Use Planned
Development, Resource
Conservation
No
change
6 Residential Medium Density,
Residential High Density,
Educational/Civic, Open Space
No change
Mixed Use Planned
Development, Resource
Conservation
No
change

1.6 PREVIOUS ENVIRONMENTAL REVIEW
As discussed, the City has certified several environmental documents to evaluate the potential impacts associated with reuse and redevelopment of Mare Island, including redevelopment of the Project site.

This Addendum relies on the following previous environmental documents:
• 1998 EIS/EIR for the Disposal and Reuse of Mare Island Naval Shipyard, and 1999 Addendum • 2005 Subsequent EIR for the Mare Island Amended and Restated Specific Plan, and 2007 Addendum
The impacts and mitigation measures identified from these previous environmental documents are summarized below.

1.6.1 1998 EIS/EIR for the Disposal and Reuse of Mare Island Naval Shipyard, and 1999 Addendum
The 1998 EIS/EIR for the Disposal and Reuse of Mare Island Naval Shipyard and its 1999 Addendum (referred to entirely as the 1999 CEQA Documents) identified impacts resulting from implementation of the Mare Island Reuse Plan. The 1999 CEQA Documents assessed impacts related to Land Use, Socioeconomics, Public Services, Cultural Resources, Aesthetics and Scenic Resources, Biological Resources, Water Resources, Geology and Soils, Traffic and Circulation, Air Quality, Noise, Utilities, and Hazardous Materials and Waste.

The 1999 CEQA Documents determined significant and unavoidable impacts would occur for Land Use (demolition, relocation, and substantial alteration of existing land use patterns from construction of the southern crossing bridge) and Aesthetics/Scenic Resources (southern crossing bridge would be prominently visible from viewpoints with high viewer sensitivity to the east, south, and southwest of Mare

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Island). The 1999 CEQA Documents also determined significant and unavoidable cumulative impacts would occur to Land Use (inconsistency with Bay Plan), Biological Resources (wetlands), and Water Resources (dredging).

The 1999 CEQA Documents determined all other resource topics would result in a less than significant impact or less than significant impact with mitigation. The 1999 CEQA Documents identified mitigation measures for the following environmental impacts:
• Land Use: inconsistent land uses proposed in Reuse Area 10 adjacent to the proposed regional park; relocating the rifle range from Reuse Area 7 to Reuse Area 12; construction of the southern crossing bridge at the southern end of Mare Island in Reuse Area 10; and interference with or removal of dredge slurry pipelines.
• Socioeconomics: reuse of Mare Island would exceed school capacity. • Public Services: reuse of Mare Island would increase demand for police services, Vallejo Fire Department services, and emergency medical services.
• Aesthetics/Scenic Resources: visible scarring in upland areas from new trails; locating the equestrian facility in the upland open space area; and relocating the existing rifle range in open space areas with high viewer sensitivity.
• Biological Resources: construction of the southern crossing bridge could disturb sensitive species in an area to be established as a conservation easement; and construction activities adjacent to wetland areas.
• Water Resources: increased erosion/sedimentation into Mare Island Strait from construction activities; development in flood zones; and exposure of contaminated sediments through dredging of Mare Island Strait.
• Geology and Soils: downslope flooding caused by dam failures; structural damage due to ground shaking; high potential for liquefaction; and slope failure. • Traffic and Circulation: increased truck traffic would impact peak commute traffic and create safety hazards; safety hazards resulting from truck loading and unloading movements; safety and operational hazards from new rail use; and increased peak period construction traffic volumes. • Air Quality: dust generated from building demolition, renovation, construction activities, and construction of the southern crossing bridge.
• Noise: noise generated by demolition and construction activities, and construction of the southern crossing bridge; relocation of the rifle range to the proposed regional park; noise generated from industrial operations; and traffic noise at Railroad and 8th and along Cedar Avenue (due in part to traffic patterns associated with the southern crossing bridge). • Utilities: sanitary waste generation levels equaling or slightly exceeding system capacity; and

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The 1999 Specific Plan incorporated and included all relevant mitigation measures identified in the 1999 CEQA Documents (except those related to impacts resulting from relocation of the rifle range, since this use would not be allowed anywhere on Mare Island under the 1999 Specific Plan).

1.6.2 2005 Subsequent EIR for the Mare Island Amended and Restated Specific Plan, and 2007 Addendum
On September 12, 2003, the City published and circulated an Initial Study and Notice of Preparation (Initial Study/NOP) of a Draft Subsequent EIR for the Proposed Mare Island Amended and Restated Specific Plan for public review and comment. The Initial Study/NOP identified those environmental impacts of the 2005 Specific Plan that were already adequately addressed in the 1999 CEQA Documents, and/or could not result in any new significant environmental impact. It thereby focused the scope of the subsequent EIR on the potentially significant effects of the reuse of Mare Island under the 2005 Specific Plan.

The Initial Study/NOP concluded, with respect to certain Initial Study Environmental Checklist topics, that development under the 2005 Specific Plan would not result in any new significant environmental impacts that were not already addressed in the 1999 CEQA Documents. These topics were Aesthetics, Agricultural Resources, Construction-Related Air Quality, Biological Resources, Archaeological Resources, Geology and Soils, Hazards and Hazardous Materials, Hydrology and Water Quality, Land Use and Planning, Mineral Resources, Population and Housing, Public Services, Recreation, and Utilities and Service Systems (except Wastewater and Water Supply).

The Initial Study/NOP concluded that further assessment of impacts in a Subsequent EIR was only required with respect to the following topics: Historical Resources, Transportation/Traffic, Noise, Air Quality, and Utilities (Wastewater and Water Supply).

In November 2005, the Vallejo City Council certified a Final Subsequent EIR for the 2005 Mare Island Amended and Restated Specific Plan. The 2005 Subsequent EIR identified and analyzed the significant impacts associated with the incremental change in intensity and distribution of land uses on Mare Island from the 1999 Specific Plan, as described in the 2005 Specific Plan.

The 2005 Subsequent EIR concluded that the incremental change would result in significant and unavoidable adverse impacts to Historical Resources (demolition of Notable Resources in the Historic District if not relocated), Transportation (increased demand for transit service as public transit service is currently not provided, and unacceptable Level of Service [LOS]), Air Quality (long-term emissions of ozone precursors and particulate matter from increased traffic), and Noise (roadway traffic). Significant and unavoidable cumulative impacts were identified for Historical Resources and Transportation related to unacceptable LOS for the Napa River Bridge on SR 37.

The 2005 Subsequent EIR identified mitigation measures to lessen the severity of potential adverse environmental impacts, some of which would not reduce impacts to a level of insignificance. While most of the mitigation measures were incorporated as part of the approved project, several were rejected by the Vallejo City Council as infeasible. The 2005 Subsequent EIR identified mitigation measures for the following environmental impacts:
• Historical Resources: demolition of contributing and component resources; impacts to remaining historical resources from infill construction; alterations of contributing resources due to reuse; and

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impacts to the integrity of the Mare Island Historic District setting due to modifications from new development.
• Transportation: unacceptable LOS at 10 intersections in the near-term Existing Plus Project scenario; average delays to increase by more than five seconds at three intersections that operate at LOS E or F without the project; unacceptable LOS on two freeway segments and three local street segments in the near-term Existing Plus Project scenario; parking demand; rail/vehicle conflict; cumulative LOS impacts at local roadways; and, cumulative average delays to increase by more than five seconds at two intersections that operate at LOS E or F without the project. • Air Quality: dust generated by building demolition, renovation, and construction activities; and emissions from new stationary sources and heavy-duty diesel truck traffic. • Noise: noise from demolition and construction activities, and noise increase from industrial operations at Mare Island.
• Utilities: increase demand for water and would contribute to a cumulative water shortage in multiple dry years.

In July 2007, an Addendum to the 2005 Subsequent EIR for the 2005 Specific Plan was prepared. The 2007 Addendum addressed the proposed amendments to policies in the 2005 Specific Plan and the Vallejo Municipal Code related to historic resources on Mare Island. Specifically, these proposed amendments were to address commitments made by Lennar regarding impacts of the 2005 Specific Plan Development Plan on historic resources, pursuant to a Settlement Agreement between Lennar, the National Trust for Historic Preservation, the Vallejo Architectural Heritage Foundation, and the City. The Settlement Agreement committed Lennar to apply for an amendment to the 2005 Specific Plan to ensure the negotiated terms of the Settlement Agreement were implemented. In June 2006, Lennar submitted an application for the Specific Plan Amendment.

Under the 2007 Addendum, the City also proposed to include additional changes to the 2005 Specific Plan that addressed issues raised since its adoption in December 2005, and to incorporate appropriate mitigation measures identified in the 2005 Subsequent EIR adopted by the City Council. The 2007 Addendum determined these proposed amendments did not require major changes to the 2005 Specific Plan. As such, the City concluded that no new significant or substantially more severe environmental effects would result from the proposed amendments. The City also determined that none of the criteria in CEQA Guidelines Section 15162 were present and therefore no subsequent EIR or additional CEQA compliance was required.

1.7 ADDENDUM TO AN EIR
As discussed in Section 1.6, the 1999 CEQA Documents and 2005 Subsequent EIR collectively fulfill CEQA’s environmental review requirements for the redevelopment of Mare Island and evaluate the potential impacts of the overall development program as outlined in the 2013 Specific Plan. This Addendum analyzes the potential environmental impacts associated with the proposed redevelopment of the Connolly Street Corridor within Reuse Area 3B and Reuse Area 6, and the demolition of 10 existing buildings within Reuse Area 1A. The proposed Project would be consistent with the existing land use and zoning for Reuse Area 1A, Reuse Area 3B, and Reuse Area 6. However, redevelopment of the Connolly

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Street Corridor would require a transfer of density from Reuse Area 5 and Reuse Area 8 to accommodate construction of the proposed hotel and multi-family residential units in Reuse Area 3B and Reuse Area 6.

While redevelopment of the proposed Connolly Street Corridor would require a transfer of density, the total development program as defined in the 2013 Specific Plan would remain the same.

CEQA and the CEQA Guidelines establish the type of environmental documentation that is required when changes to a project occur after adoption or certification of a previously certified EIR. Section 15164(a) states, “The lead agency or a 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.”
In order to give a degree of finality to CEQA documentation, Section 15162 of the CEQA Guidelines states that when an EIR has been certified or a negative declaration has been adopted for a project, no EIR shall be prepared for the project unless the lead agency determines, on the basis of substantial evidence in the light of the whole record, that one or more of the following occur:
• Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; • Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR or Negative Declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or
• New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete or the Negative Declaration was adopted, shows any of the following:
a. The project will have one or more significant effects not discussed in the previous EIR or negative declaration;
b. Significant effects previously examined will be substantially more severe than shown in the previous EIR;
c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects of the project but the project proponents decline to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative.

Provided none of the above-described conditions calling for preparation of a Subsequent EIR have occurred, CEQA Guidelines Section 15164 states that the lead agency or a responsible agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary.

It has been determined through the analysis contained herein that none of the conditions requiring preparation of a Subsequent EIR have occurred and that the changes as part of the proposed Project

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would not result in additional significant impacts or a substantial increase in the severity of previously identified significant impacts. No other additional information of substantial importance, which would require major revisions to earlier analyses that would warrant preparation of a Subsequent EIR pursuant to Section 15162 of the CEQA Guidelines has been found. As such, pursuant to CEQA, an Addendum is the appropriate documentation to address the proposed Project.

Pursuant to CEQA Guidelines Section 15164I, an addendum is not required to be circulated for public review. All documents referenced in this Addendum are available for public review at the City of Vallejo Planning and Development Services Division, located at 555 Santa Clara Street in Vallejo, California or available online at:
http://vallejoca.hosted.civiclive.com/cms/One.aspx?pageId=17961374&portalId=16925451&objectId.7114 45=17964428&contextId.711445=17961378&parentId.711445=17961380

1.8 ADDENDUM ORGANIZATION
This document is organized as follows pursuant to the requirements of the CEQA Guidelines:
• Section 1.0: Introduction. This section introduces the proposed Project, describes the previous environmental documents, and provides the purpose and organization of this document. • Section 2.0: Project Description. This section provides an overview of the proposed Project, Project objectives, and Project approvals.
• Section 3.0: Environmental Factors Potentially Affected. This section evaluates whether the proposed Project would result in new or substantially more severe significant environmental impacts compared with the impacts disclosed in the 1999 CEQA Documents and 2005 Subsequent EIR. • Section 4.0: References. This section lists the documents used during preparation of the Addendum.
• Section 5.0: List of Preparers. This section identifies the report preparers.

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2.0 PROJECT DESCRIPTION

2.1 PROJECT OVERVIEW
The DDA for NMI outlines the obligations the Applicant must complete prior to the sale and transfer of the property. The Applicant is currently proposing to complete the demolition of the 10 non-utilized buildings within NMI and redevelop the Connolly Street Corridor, as required under the DDA. Other obligations listed in the DDA are provided in Section 2.3.3 for informational purposes. The other obligations are ongoing and would take place at the time of discretionary application.

The 10 buildings proposed for demolition include buildings 499, 503, 517, 589, 593, 601, 653, 663, 673, and 993 within Reuse Area 1A of the 2013 Specific Plan (Figure 4). These buildings were previously used by the United States Navy and may contain PCBs. The Applicant would demolish the 10 buildings in accordance with the Demolition and Management Plan (Appendix A), and complete post-demolition soil sampling and remediation of the potential contaminated soils to appropriate residential levels.

The proposed redevelopment of the Connolly Street Corridor would include approximately 29,000 square feet of office space, 373 multi-family units, a 200-room hotel, approximately 46,000 square feet of ancillary uses such as an event space and food and beverage kiosks, and approximately 194,000 square feet of open space (Figure 5). The proposed Project would repurpose Building 77 as office space. The proposed Project would also repurpose Buildings 69 and 71 as a hotel, and the existing Coal Shed buildings as event and food and beverage space. Proposed food and beverage kiosks would be spread around the hotel site. The proposed Project would provide approximately 373 multi-family units. No live/work or work/live spaces are expected to be developed at this time. The proposed open space may include a waterfront promenade, event lawn, a children’s playground, and a dog park. Additionally, surface parking would be provided for the proposed hotel, food and beverage kiosks, event space, office building, and residences.

Redevelopment of the Connolly Street Corridor would require a density transfer of approximately 145,000 square feet within the Mixed Use land use category from Reuse Area 5 to Reuse Area 3B to facilitate development of the proposed hotel, event space, and food and beverage kiosks. Additionally, 115 residential units would be transferred from Reuse Area 8 to Reuse Area 6 for development of the 373 multi-family units. No density transfer is proposed for the office building or open space.

The redevelopment of Mare Island is approved under the 2013 Specific Plan and will proceed either as currently approved or with the proposed Project. For purposes of CEQA, the impacts of the proposed Project will be compared to the impacts of the approved project to determine if the proposed Project would result in any new significant environmental impacts, or whether significant impacts identified in the previously certified EIR documents would be substantially more severe as a result of the proposed Project.

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V:\1857\Active\185705504\mxd\fig_4_demo_structures.mxd Revised: 2022-02-20 By: KAEJOHNSON 4 City of Vallejo
North Mare Island Disposition and Development
Agreement and Implementation Project
Vallejo, California
Proposed Buildings for Demolition
in Reuse Area 1A
Disclaimer: This document has been prepared based on information provided by others as cited in the Notes section. Stantec has not verified the accuracy and/or completeness of this information and shall not be responsible for any errors or omissions which may be incorporated herein as a result. Stantec assumes no responsibility for data supplied in electronic format, and the recipient accepts full responsibility for verifying the accuracy and completeness of the data.

Notes

1. Coordinate System: NAD 1983 StatePlane
California II FIPS 0402 Feet

2. Data Sources:

3. Background: Source: Esri, Maxar, GeoEye,
Earthstar Geographics, CNES/Airbus DS, USDA,
USGS, AeroGRID, IGN, and the GIS User
Community
Sources: Esri, HERE, Garmin, Intermap, increment
Figure No.

Title
Project Location
Client/Project
Legend
.! Proposed Building for Demolition
Reuse Area 1A
(At original document size of 8.5x11)
1:10,000 ($ $ ¯ 0 400 800
Feet

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Vallejo, California
Project Location
Client/Project
City of Vallejo
North Mare Island Disposition and Development Agreement and Implementation Project
Figure No.

Title
Proposed Connolly Street
Corridor Site Plan

07.28.2021 Connolly Cooridor Phasing Strategy
Children’s Play
16,100 SF
Promenade
41,200 SF
Covered Opening
7,500 SF
Event Lawn
41,000 SF
F&B Retail
11,073 GSF
Office
28,600 GSF
Phase 1 Connolly Street
Azuar DriveWalnut AvenueRailroad AvenueNimitz Avenue
Surface Parking

NAPA RIVER
Surface Parking
F&B Retail
2,000 GSF
F&B Retail
2,000 GSF BLDG - 153
6,824 GSF
BLDG - 155
5,900 GSF
BLDG - 71
68,600 GSF
BLDG - 69
34,500 GSF
Hotel
BLDG - 163
6,834 GSF
BLDG - 143
9,588 GSF
BLDG - 145
11,348 GSF
BLDG - 147
8,230 GSF
BLDG - 149
6,045 GSF
BLDG - 151
10,500 GSF
Covered Opening
7,500 GSF
F&B Retail
2,400 GSF
Interim
Dog Park
15,500 SF
Woonerf Street
80,200 SF
F&B Retail
400 GSF
Program Totals
Retail 45,073 GSF
Office 28,600 GSF
Multifamily and Townhouse 373 DUs
Hotel 200 KEYS
Open Space 194,000 SF
Includes Promenade, Woonerf, Event Lawn,
Children’s Play and Dog Park. SF
excludes Connolly Street Improvements
west of Nimitz Avenue
5 Source: Southern Land Company, July 2021

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2.2 MARE ISLAND SPECIFIC PLAN CRITERIA FOR DENSITY TRANSFER The 2013 Specific Plan includes the following major land use categories: Mixed Use, Educational Civic, Heavy Industrial, and Residential. The Mixed Use category further includes office/ research and development (R&D), light industrial, retail commercial, and on-site warehousing associated with other uses on the same or proximate site. Although its purpose is to primarily provide for employment uses, the Mixed Use category also allows residential uses.

According to Section 8.3.1 of the 2013 Specific Plan, “Criteria for Evaluating Land Use Flexibility,” Reasonable adjustments to land uses and development program within Reuse Areas and the transfer of development intensity between Reuse Areas are not meant to result in an increase in the total development identified for the Specific Plan Area. The criteria by which development transfers are evaluated should be seen primarily as a means of facilitating an efficient reuse development process of promoting good site design and of recognizing the opportunities and conditions presented by individual properties.

In making determinations for development transfers, the Development Services Director will be guided by, but not necessarily be limited to, the following criteria:
(A) General Criteria:
iii The amount of each employment-generating use (i.e., Mixed Use, Industrial, or Educational/Civic) may vary from the Development Program by a maximum of 20%. This variation may consist of a change of use within a Reuse Area or transfer of development square footage to another Reuse Area, and will be reflected in the Unit Plan. Such variations are limited to transfers of uses or development square footages within major land use categories (Mixed Use, Industrial, Educational/Civic, etc.) and shall not result in an increase of the total planned development identified for that use for the Specific Plan Area (Table 3 1: Summary Development Program)
iv The Development Services Director may approve transfers of housing units between Reuse Areas, provided: (a) that the total number of units does not exceed 1,400 and (b) that the basic housing goals for new residential development on Mare Island are maintained. It is the intent of the Plan also to permit flexibility in adjusting the unit mix to reflect market demand. For the Specific Plan Area there should be no limit on the total unit decrease from that shown in Table 3- 2 within any single Reuse Area. As long as the total number of residential units does not exceed the development program limit of 1,400, the number of residential units in each Reuse Area may be increased up to a maximum of 20% at the discretion of the Development Services Director.

Unit increases within these Reuse Areas will be reflected in the Unit Plan approval. If the increase is greater than 20%, the procedure described in Section 8.3.1 (C 3), below, shall apply. (B) Criteria for Calculations:
i When a development transfer is proposed, the maximum allowable percentage shall be calculated for either the receiving or contributing Reuse Area, depending on which results in the lower percent transfer allowed. Similarly, when a use is changed within a given Reuse Area, the smaller percentage of either the reduced use or the increased use shall be used to determine the changed percentage. Development intensities for non-residential uses shall be calculated according to the City’s standard measures for intensity, including floor area ratio (FAR) and/or trip analysis zone (TAZ).

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(C) Criteria for Process of Submittal and Review:
ii Variations from the planned Development Program by Reuse Area, including transfers of housing units, shall require proper mitigation of potential adverse impacts such as to utility infrastructure capacity, traffic or parking. The request for density transfer must identify the total number of square feet being adjusted, a summary of the affected Reuse Area(s), including original and proposed development targets, the reasons for the variation from target programs. This request may be for a change of use within or between a Reuse Area, or for a transfer of density to another Reuse Area and will be reflected in the Unit Plan approval. iii Absent unforeseen significant environmental impacts, development transfers of up to 20% are not anticipated to result in additional environmental impacts and an initial study pursuant to CEQA will not be required to determine whether additional environmental review is necessary. Transfer of development intensity between re-use areas is meant to provide flexibility in the implementation of the Specific Plan. It is not meant to, and will not, result in an increase in the total development identified for the Specific Plan Area. Any localized impacts, if created, would be studied and evaluated, if required, during the unit plan and improvement plan review and approval process. In the case of development transfers of more than 20%, the Development Services Director shall prepare an initial study in accordance with CEQA and the City’s environmental guidelines. The City does not anticipate the necessity for additional environmental review so long as the total development does not exceed that identified in Table 3-1 (Summary Development Program).

2.3 PROJECT COMPONENTS

2.3.1 Connolly Street Corridor Redevelopment Area
The proposed Project would redevelop the Connolly Street Corridor with a variety of land uses that would require Development Review, in accordance with Chapter 16.605 of the City’s Zoning Code, and would be subject to Design Review. The proposed uses within the Connolly Street Corridor are discussed below and shown in Figure 5.

Multi-Family Residential
The proposed Project would develop approximately 373 multi-family units within Reuse Area 6, between Walnut Avenue and Azuar Drive (Figure 5). This portion of Reuse Area 6 has been previously developed and is now vacant. Land uses adjacent to Reuse Area 6 include several single-story residential structures that have been repurposed for office use and warehouses. Construction of the proposed multi-family units would involve relocation of Building Quarters 131. This building is currently vacant and would be relocated along Walnut Avenue, south of the Project site.

According to Section 3.5.9 of the 2013 Specific Plan, the North Residential Village (Reuse Area 6) is to be primarily residential and will provide a range of housing types, including high density townhomes, medium density detached homes and low density duplexes. According to Section 3.2.7 of the 2013 Specific Plan, the residential category includes a variety of residential unit types and densities to meet a broad spectrum of housing needs. The 2013 Specific Plan provides for a range of housing types from detached singlefamily homes to multi-family housing. It is anticipated the residential units for the proposed Project would consist of four levels of residential with one level of surface parking.

Development of the 373 multi-family units within Reuse Area 6 would require a density transfer of 115 units from Reuse Area 8. The 2013 Specific Plan currently allows approximately 578 residential units within Reuse Area 6, and approximately 605 units within Reuse Area 8. The transfer of approximately 115

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units from Reuse Area 8 would result in a density transfer just below 20 percent. After density transfer, Reuse Area 8 would be limited to 490 residential units.

Hotel
The proposed Project would repurpose Buildings 69 and 71 within Reuse Area 3B as a 200-room hotel along the waterfront. The proposed Project would also reuse the existing Coal Shed buildings as event and food and beverage space. In addition, several food and beverage kiosks would be added in Reuse Area 3B as an ancillary use to the hotel. The total area for the event space and food and beverage kiosks would be approximately 46,000 square feet. The total area for the hotel, event space, and food and beverage kiosks would be approximately 149,100 square feet.

According to Section 2.2.8 and 3.2.11 of the 2013 Specific Plan, lodging uses such as hotels, motels, and bed and breakfast inns are beneficial functions of a retail commercial district and subject to a Major Conditional Use Permit (CUP) in any Reuse Area. Therefore, the proposed hotel use would be allowed under the Mixed Use (retail commercial) land use category with the approval of a CUP.

The 2013 Specific Plan allows up to 6,500 square feet of retail commercial in Reuse Area 3B; therefore, an additional 142,600 square feet would be needed to accommodate development of the proposed hotel and food and beverage kiosks.

As discussed in Section 2.2, the development program for the 2013 Specific Plan may vary by a maximum of 20 percent. This variation may consist of a change of use within a Reuse Area or transfer of development square footage to another Reuse Area. The 2013 Specific Plan limits density transfers to the major land use categories, and does not have specific criterion on how the density transfer should be allocated within land use subcategories such as those identified under the Mixed Use category. To accommodate development of the hotel, the proposed Project would transfer approximately 17 percent (145,000 square feet) of the development square footage from Reuse Area 5’s Mixed Use (light industrial) category to Reuse Area 3B’s Mixed Use (retail commercial) category.

After the density transfer, the total development for the Mixed Use category in Reuse Area 3B would increase by 9.8 percent from approximately 1,475,838 to 1,620,838 square feet. The total development for the Mixed Use category in Reuse Area 5 would decrease from approximately 853,499 to 708,499 square feet.

Office
The proposed Project would reuse Building 77 for approximately 29,000 square feet of office space in Reuse Area 3B. According to Section 3.2.8 (A) of the 2013 Specific Plan, office/R&D uses includes business, professional and administrative uses, laboratories, technology, light assembly and an associated range of support functions. Permitted uses include, but are not limited to the following:
• Industrial or Scientific Services: biotechnology and medical research, production and analysis; electronic and computer research; software development and analysis; and product and prototype testing and analysis

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• Business Services: including but not limited to establishments that provide financial, real estate, legal, marketing management, architectural and engineering design, and other comparable professional services and support services.
• Medical Services: labs and group medical offices
• R&D: office; administration and marketing; laboratories; biotechnology; electronics; and software development
• Media Production: offices and facilities for television, motion picture, digital/multi-media, print media, telecommunications and other comparable type functions
• Ancillary: warehouse activities related to primary office/R&D uses.

The 2013 Specific Plan allows up to 364,000 square feet of office/R&D space in Reuse Area 3B. The proposed Project would not require a density transfer for the proposed office use as it is within the allowable development parameters.

Open Space
The proposed Project would include approximately 194,000 square feet of open space within Reuse Area 3B. The open space may include a waterfront promenade, event lawn, a children’s playground, and a dog park. The proposed open space would be allowed based on the urban parks and pocket parks descriptions in the 2013 Specific Plan.

According to Section 3.4.4 of the 2013 Specific Plan, urban parks include public open space within more densely developed areas which are anticipated as being subject to more intense use. They are associated with central features of Mare Island such as the Strait or the Historic Core. Design treatment is predominately hardscape.

Section 3.4.5 of the 2013 Specific Plan states pocket parks are small open space areas less than two acres in size that are associated with individual neighborhoods. They may provide playgrounds, small free play space, or simply be visual focal points at key intersections and entries. Parks in this category are considered to be too small to be acceptable for dedication to the Greater Vallejo Recreation District and are proposed to be privately developed, owned by the City and maintained by a community facilities district. Pocket parks would constitute approximately seven acres of the total developed recreation area in the master development area, as identified in the 2013 Specific Plan.

Section 3.4.4.A of the 2013 Specific Plan states that one of Mare Island’s greatest assets is its waterfront along Mare Island Strait. The 2013 Specific Plan states the waterfront promenade would provide opportunities for a variety of experiences based on the character and amount of the development to the west and the type of water habitat to the east.

As shown by Figure 3-3 of the 2013 Specific Plan, the waterfront promenade is conceived as an urban walkway that extends from the Causeway north and south to the Historic Core Plaza and shipyard area through Reuse Areas 3A, 3B, and 4. This urban linear parkway is intended to reflect the character of the City waterfront directly across the river and, where the opportunity exists, may be linked to the inland parks and the regional park by shared pedestrian/bicycle paths. The 2013 Specific Plan states that specific details about the reuse and enhancement of the waterfront will be developed through an overall

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plan prepared for the waterfront that will be submitted to the San Francisco Bay Conservation and Development Commission for approval.

The 2013 Specific Plan allocates 3 acres of open space in Reuse Area 3B. The amount of open space for the proposed Project is 1.45 acres more than that envisioned in the 2013 Specific Plan for Reuse Area 3B. Section 8.3.1 C(iii) of the 2013 Specific Plan states the City does not anticipate the necessity for additional environmental review so long as the total development does not exceed the overall development program anticipated under the 2013 Specific Plan. Open Space is not identified as one of the land use categories in the 2013 Specific Plan development program, and therefore is interpreted as not placing a cap on the amount of developed open space. The proposed Project would not require a density transfer for the proposed open space uses.

2.3.2 Demolition of Buildings within Reuse Area 1A
The buildings proposed for demolition on NMI are located within Reuse Area 1A of the 2013 Specific Plan and identified as follows: 499, 503, 517, 589, 593, 601, 653, 663, 673, and 993 (Figure 4). These buildings are currently vacant and may contain PCBs as they were formerly used as a paint factory complex, electrical substation, sewage lift station, warehouse, and service station/convenience store (Table 2.3-1).

Table 2.3-1: Buildings Proposed for Demolition within Reuse Area 1A Building Number Building Size Floors Date of Construction Previous Use 499 42,000 1 1938 Former Paint Factory Complex
503 33,800 4 1940 Former Paint Factory Complex
517 1,117 1 1941 Abandoned electrical substation
589 2,848 1 1942 Abandoned electrical substation
593 2,848 1 1942 Abandoned electrical substation
601 88,000 2 1942 Former Paint Factory Complex
653 278 1 1943 Sewage lift station
663 625 1 1993 Phone equipment room
673 14,000 1 1942 Abandoned Warehouse
993 6,000 1 1975 Former Service Station/convenience store Source: ENGEO Incorporated 2021
According to the 2005 Subsequent EIR, none of the 10 buildings proposed for demolition have historic classification. All but one, Building 663, have a letter from the State Historic Preservation Officer dated May 16, 2019 concurring with the City’s finding that no historic properties would be affected by the proposed demolition of these structures. According to Navy records, Building 663 was constructed in 1993 and is not of potential historic age.

The Applicant has prepared a Demolition and Management Plan for the removal of the 10 buildings within Reuse Area 1A. The Demolition and Management Plan was updated on August 12, 2021 to reflect current regulations and is included as Appendix A. The work covered under the Demolition and Management Plan will be conducted in a sequential manner, with some activities being conducted concurrently with others. Demolition work would be conducted in accordance with applicable federal,

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state, and local regulations as identified in the 1999 CEQA Documents, including California Division of Occupational Safety and Health (Cal/OSHA), Bay Area Air Quality Management District (BAAQMD) 11-2- 401.3, and the requirements of the City of Vallejo. Depending upon the site and other unknown conditions, a summary of the general sequence for the proposed demolition activities is outlined as follows:
• Pre-demolition survey of each building
• Pre-construction activities and site mobilization
• Verification of utility disconnects and isolations by others • Removal of remaining chemicals and hazardous materials, if any • Removal of asbestos containing materials (ACM), lead-based paint (LBP), and PCBs mitigation, as necessary
• Demolition of existing buildings
• Management and/or removal of demolition debris and material. • Post-demolition soil sampling and remediation of contaminated soils

2.3.3 Site Remediation and Clean-Up Activities
As required by the DDA, the proposed Project would include site clean-up and remediation activities where Building 571 was previously located in Reuse Area 1A (Figure 2). The site remediation and cleanup activities would involve the excavation and removal of up to 4,000 cubic yards of soil and up to 93 truck trips to dispose contaminated soils off-site. As discussed in the 1999 CEQA Documents and 2005 Subsequent EIR, site remediation activities that occur within the Specific Plan area would be completed in accordance with the requirements of a remedial action workplan and the site would be remediated to acceptable residential standards in compliance with the applicable federal, state, and local requirements of the San Francisco Bay Regional Water Quality Control Board (RWQCB), California Environmental Protection Agency (Cal/EPA), Cal/OSHA, Department of Toxics Substances Control (DTSC), and the City.

2.3.4 Other Obligations of the Disposition and Development Agreement In addition to the demolition of the 10 existing buildings on NMI and the redevelopment of the Connolly Street Corridor, the Applicant is required to meet other obligations of the DDA. The other obligations of the DDA listed below are on-going and would be completed as part of the proposed Project as described in Section 2.0, Project Overview.

Nimitz Obligations Prior to Initial Transfer
• Execution of Deed, Construction Easement, Payment In Lieu of Property Taxes, Irrevocable Offers, Reimbursement Agreements and Sublease.
• Payment of $3,000,000 Purchase Price less Deposit.
• Submission of Demolition Permits applications for remaining NMI non-utilized buildings. • Submission to Navy and receipt of Navy approval of Project Environmental Review Form required to perform demolition work on the Navy-Owner Property.
• Execution of Demolition Agreement.

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• Posting of demolition work performance or completion bonds.

Nimitz Obligations Prior to Navy lands Transfer
• Nimitz to submit a petition or actions to form a new Community Facilities District (CFD) or annex the Navy Property to the Mare Island CFD.

Nimitz Obligations at Transfer
• Nimitz to purchase City-owned 125 acres of NMI (“Initial Conveyance”). • Nimitz to accept conveyance of Navy’s 32 acres after transfer to City. • Nimitz to pay or reimburse City for City’s actual costs incurred in connection with administering and implementing the DDA.

Nimitz Obligations Following Initial Transfer
Prior to the City issuance of a Certificate of Completion, Nimitz to complete the Developer’s Work within the times detailed in the Schedule of Performance. Developer’s Work includes the following:

1. Demolition Work. Nimitz to demolish remaining 10 non-utilized buildings on NMI within 24 months following Initial Closing.

2. Connolly Corridor Development Work. Nimitz to construct and develop the Connolly Corridor Development site within 60 months following Initial Closing.

3. Planning Work / New Specific Plan (including Backbone Infrastructure Pla–) - Subject to subsequent CEQA evaluation and action.
a. Nimitz to submit a new Specific Plan for Mare Island within 24 months following Initial Closing. b. New Specific Plan to include phased installation and construction of new Backbone Infrastructure to serve all new development and redevelopment.
c. City retains full discretion of consideration of the New Specific Plan and Backbone Infrastructure Plan. CEQA for this will take place at time of discretionary application.

4. Beautification Work. Nimitz to submit a Beautification Plan within 8 months following Initial Closing.

Plan is to include interim landscaping, hardscaping, enhanced fencing, lighting and security which may include elements such as trees and flowers, public seating, and public art. The first phase of the Beautification Work, focused on the Causeway Bridge and SR 37 entry points, is to be installed within 8 months following Beautification Plan approval; the second phase consisting of work on the remaining portions of Mare Island, including the Property, is to be installed within 24 months of Beautification Plan approval.
a. City retains full discretion of consideration of the Beautification Plan. CEQA for this will take place at time of discretionary application.

5. Site Preparation Work.
a. Nimitz to perform soil testing of existing soil stockpiles within 12 months following Initial Closing.

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b. If City approves a New Specific Plan and associated environmental analysis, Nimitz to use commercially reasonable and diligent efforts to import clean fill and perform grading and surcharging of NMI to raise the elevation of the site and prepare for development, estimated to be approximately two million cubic yards.

Nimitz Ongoing Obligations
• Island Energy Facilities. Nimitz responsible for relocating and/or reconstructing NMI Island Energy electric and gas utility facilities on Mare Island as part of the New Specific Plan and Backbone Infrastructure Plan and applicable environmental review at time of entitlements described in #5 above.
• Local Economic Benefit Program Reporting. Nimitz to submit a written report to the City detailing Nimitz’s compliance with all Local Economic Development Program requirements. • Construction and Equipment Sales and Use Tax Reporting. Nimitz to submit a written report to City detailing Nimitz’s compliance with the use tax direct payments and subcontractor job site permitrelated requirements. • Payment in Lieu of Property Taxes. Starting year 5, Nimitz to submit a payment in lieu of property taxes until Nimitz completes development with an assessed value of at least $26 million Island-wide. • Additional Payments for Added Development beyond Specific Plan densities. Following the approval of the new Specific Plan, if Nimitz obtains approval to increase the permitted density for NMI beyond the new Specific Plan, and such increase results in an increase of more than a specified amount, Nimitz will make additional payments to the City.

2.4 COMPARISON OF THE APPROVED PROJECT TO THE PROPOSED

PROJECT
Table 2.4-1 compares the development summary for the applicable land use categories for the approved project under the 2013 Specific Plan and the proposed Project after the density transfers. As shown in the table, the total development permitted under each major land use category would stay the same after the density transfers.

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Table 2.4-1: Comparison of Total Development
Reuse
Area
Approved Project Proposed Project
Mixed Use (sf)
Housing
Units
Mixed Use (sf)
Housing
Units Office/
R&D
Retail Light
Industrial Warehouse
Office/
R&D
Retail Light
Industrial Warehouse
3B 364,000 6,500 695,493 409,845 86 364,000 151,500 695,493 409,845 86 5 52,272 14,210 593,172 193,845 -- 52,272 14,210 448,1721 193,845 -- 6 -- 3,180 -- -- 578 -- 3,180 -- -- 693
8 20,000 -- -- -- 605 20,000 -- -- -- 4902
Total 2,352,517 1,269 2,352,517 1,269
Notes:

1. The proposed density transfer would result in allocation of approximately 145,000 sf from Reuse Area 5 to Reuse Area 3B for development of the hotel. The 2013 Specific Plan criteria for density transfer allows transfer between major land use categories.

Therefore, approximately 145,000 sf are transferred between Mixed Use categories. The 2013 Specific Plan does not have a specific criterion on how the density transfer should be allocated within land use subcategories such as those identified under the Mixed Use categories.

2. The proposed density transfer would result in allocation of 115 units from Reuse Area 8 to Reuse Area 6 to allow development of the 373 multi-family units.

2.5 PROJECT OBJECTIVES
As summarized in the 2013 Specific Plan, the City of Vallejo’s general goals for the reuse of Mare Island are as follows:
• Create jobs and other economic development opportunities to sustain and improve the economic conditions on the City of Vallejo, Solano County, Napa County, and the Greater San Francisco Bay Area in the 21st Century.
• Create a self-sustaining and multi-use community that is unified under a common design theme with a balance of industrial, office, commercial, residential, educational, recreation, cultural and open space uses that will meet the needs of future generations. • Preserve and enhance the history of Mare Island as an integral part of the reuse. • Use a variety of innovative economic development tools, including public-private partnerships and domestic-international partnerships, for marketing, financing, and acquisition. • Ensure that those impacted by closure are provided retraining and educational opportunities for careers that are high paying and highly skilled.
• Ensure that the human services needed by those impacted by downsizing and closure are easily accessible and available.

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2.6 PROJECT APPROVALS
In accordance with Sections 15050 and 15367 of the State CEQA Guidelines, the City is the Lead Agency for the proposed Project and has principal authority and jurisdiction for CEQA actions. The legislative and discretionary actions to be considered by the City as part of the proposed Project may include but are not limited to:
• Approval of the DDA and mandatory DDA components
• Development Review
• Design Review
• CUP
• Tentative Map

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3.0 ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED
As explained in Section 1.0 of this Addendum, the comparative analysis has been undertaken pursuant to the provisions of the CEQA Guidelines, Sections 15162 and 15164, to provide the City with the factual basis for determining whether any of the changes identified as part of the proposed Project or changes in circumstances or introduction of new information constitute a substantial change from the approved project and analysis described in the 1999 CEQA Documents and 2005 Subsequent EIR. The following analysis supports the City’s determination that subsequent or supplemental review of the proposed Project is not warranted and the conclusions of the 1999 CEQA Documents and 2005 Subsequent EIR are valid and applicable.

Each environmental resource category below has its own subsection to evaluate any changed conditions that may result in a changed environmental effect (e.g., a new significant impact or substantial increase in the severity of a previously identified significant effect) (CEQA Guidelines Section 15162). Each subsection is organized as follows:

1. Environmental Resource Checklist – The questions presented in each subsection are derived from the Appendix G CEQA Guidelines, as they were evaluated in the 1999 CEQA Documents and 2005 Subsequent EIR and are included in table format within each subsection. Each table is organized into the following columns:
a. 1999 CEQA Documents or 2005 Subsequent EIR CEQA Threshold – This column presents the CEQA thresholds of significance at the time the 1999 CEQA Documents or 2005 Subsequent EIR were prepared.
b. 2021 CEQA Appendix G Checklist Question – This column presents the current 2021 CEQA Appendix G Checklist question.
c. Conclusion in 1999 CEQA Documents or 2005 Subsequent E–R - This column summarizes the conclusion of the approved project in the 1999 CEQA documents or 2005 Subsequent EIR relative to the environmental issue listed under each topic. d. Do the Proposed Modifications Involve New Impact–? - Pursuant to CEQA Guidelines Section 15162(a)(1), this column indicates whether the changes represented by the proposed Project would result in new significant environmental impacts not previously identified or mitigated in the 1999 CEQA Documents or 2005 Subsequent EIR, or whether the changes will result in a substantial increase in the severity of a previously identified significant impact. e. New Circumstances Involving New Impact–? - Pursuant to CEQA Guidelines Section 15162 (a)(2), this column indicates whether there have been substantial changes with respect to the circumstances under which the proposed Project would require major revisions to the 1999 CEQA Documents or 2005 Subsequent EIR, due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects.

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f. New Information Requiring Analysis or Verificatio–? - Pursuant to CEQA Guidelines Section 15162(a)(3) (a-d), this column indicates whether new information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the 1999 CEQA Documents or 2005 Subsequent EIR were certified as complete.

2. Discussion. A discussion of the elements of the checklist is provided under each environmental resource category. The discussion provides information about the particular environmental issue, how the proposed Project relates, and the status of any mitigation that may be required or that has already been implemented. Since the certification of the 1999 CEQA Documents and 2005 Subsequent EIR, the CEQA Guidelines Appendix G environmental checklist form has been updated by the California Governor’s Office of Planning and Research (OPR). The 2021 CEQA Appendix G environmental checklist form contains some questions that were not previously analyzed in the 1999 CEQA Documents or 2005 Subsequent EIR as these questions were not available at the time the previous documents were prepared. Therefore, the discussion includes the proposed Project as it relates to the findings of the 1999 CEQA Documents and 2005 Subsequent EIR, and provides a discussion of the 2021 CEQA Appendix G environmental checklist questions for informational purposes. Note that if the analysis completed as part of this environmental review were to find that the conclusions of the 1999 CEQA Documents and 2005 Subsequent EIR remain the same and no new significant impacts are identified, or identified impacts are not found to be substantially more severe, or additional mitigation is not necessary, then the question would be answered “no” in the checklist and no additional environmental documentation would be required.

3. Mitigation Measures. Applicable mitigation measures from the 1999 CEQA Documents or 2005 Subsequent EIR that apply to the proposed Project are listed under each environmental resource category. If “none required” is indicated, the 1999 CEQA Documents, 2005 Subsequent EIR, and this Addendum have concluded that the impact would either not occur with the proposed Project or would not be significant, and, therefore, no additional mitigation measures are needed.

4. Conclusion. A discussion of the conclusion relating to the analysis is contained in each section.

A comparison of the impacts identified by the 1999 CEQA Documents and 2005 Subsequent EIR, and the impacts associated with the proposed Project are summarized in Table 3.0-1.

Table 3.0-1: Comparison of Impacts and Required Mitigation Measures Environmental Resource 1999 CEQA Documents or
2005 Subsequent EIR Finding
2021 Addendum
Finding
Mitigation Measures
Applicable to the
Proposed Project
Aesthetics Less Than Significant with
Mitigation
Less Than
Significant • None Required
Agriculture and Forestry
Resources Not Analyzed No Impact • None Required
Air Quality Significant and Unavoidable No Change
• Mitigation Measure C.1
• Mitigation Measure C.2
• Mitigation Measure C.4
Biological Resources Less Than Significant with
Mitigation
Less Than
Significant • None Required

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Environmental Resource 1999 CEQA Documents or
2005 Subsequent EIR Finding
2021 Addendum
Finding
Mitigation Measures
Applicable to the
Proposed Project
Cultural Resources Significant and Unavoidable No Change • Mitigation Measure A.1a
• Mitigation Measure A.1b
• Mitigation Measure A.2
• Mitigation Measure A.4
• Mitigation Measure A.6a
(same as A.4)
Energy Resources Not Analyzed Less Than
Significant • None Required
Geology and Soils Less Than Significant with
Mitigation No Change
• Geology and Soils
Mitigation Measure 2
• Geology and Soils
Mitigation Measure 3
Greenhouse Gas
Emissions Not Analyzed Less Than Significant • None Required Hazards and Hazardous
Materials Less Than Significant No Change • None Required Hydrology and Water
Quality
Less Than Significant with
Mitigation No Change
• Water Resources
Mitigation Measure 1
• Water Resources
Mitigation Measure 2a
• Water Resources
Mitigation Measure 2b
Land Use and Planning Less Than Significant No Change • None Required Mineral Resources Not Analyzed No Impact • None Required Noise Significant and Unavoidable No Change
• Mitigation Measure D.1
• Mitigation Measure
D.5.a
• Mitigation Measure
D.5.b
• Mitigation Measure
D.5.c
Population and Housing No Impact No Change • None Required Public Services Less Than Significant with
Mitigation
Less Than
Significant • None Required
Recreation Less Than Significant No Change • None Required Transportation Significant and Unavoidable No Change
• Mitigation Measure B.1
• Mitigation Measure B.2
• Mitigation Measure B.3
• Mitigation Measure B.6
• Mitigation Measure B.7
Tribal Cultural Resources Not Analyzed Less Than
Significant • None Required
Utilities and Service
Systems
Less Than Significant with
Mitigation No Change • Utilities Mitigation
Measure 1

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Environmental Resource 1999 CEQA Documents or
2005 Subsequent EIR Finding
2021 Addendum
Finding
Mitigation Measures
Applicable to the
Proposed Project
Wildfire Not Analyzed No Impact • None Required
Notes:

EIR = Environmental Impact Report
As shown in Table 3.0-1, the following analysis indicates the mitigation measures identified in either the 1999 CEQA Documents or 2005 Subsequent EIR would reduce impacts from the proposed Project to less than significant levels. Subsequent or supplemental review of the proposed Project is not warranted, and the conclusions of the 1999 CEQA Documents and 2005 Subsequent EIR are valid and applicable.

The mitigation measures that are applicable to the proposed Project are provided in the following sections. The Applicant would be required to implement the identified mitigation measures to reduce impacts to a less than significant level.

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3.1 AESTHETICS
1999 CEQA
Documents CEQA
Threshold
2021 CEQA Appendix G
Checklist Question
Conclusion in
1999 CEQA
Documents
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
• Would infill,
redevelopment,
and expansion
in the urban,
housing, and
campus scenic
resource areas
result in
significant
aesthetic/sceni
c impacts in
these areas?
a) Have a substantial
adverse effect on a
scenic vista?
LTS/M No No No
--
b) Substantially damage
scenic resources,
including, but not
limited to, trees, rock
outcroppings, and
historic buildings
within a State scenic
highway?

N/A NI NI NI
• Would infill,
redevelopment,
and expansion
in the urban,
housing, and
campus scenic
resource areas
result in
significant
aesthetic/sceni
c impacts in
these areas?
c) In non-urbanized
areas, substantially
degrade the existing
visual character or
quality of public views
of the site and its
surroundings? (Public
views are those that
are experienced from
publicly accessible
vantage point.) If the
project is in an
urbanized area, would
the project conflict
with applicable zoning
and other regulations
governing scenic
quality?
LTS/M No No No
--
d) Create a new source
of substantial light or
glare which would
adversely affect day
or nighttime views in
the area?

N/A LTS LTS LTS
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

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3.1.1 Aesthetics Discussion
Impact Analysis
a, c) The 1999 CEQA Documents determined impacts related to aesthetics and scenic resources would be less than significant with the implementation of Aesthetics and Scenic Resources Mitigation Measure 1, Mitigation Measure 2, Mitigation Measure 3, and Mitigation Measure 4. These mitigation measures were identified to reduce impacts related to the construction of the southern crossing bridge, trails in upland open space areas, and relocating an existing equestrian facility to avoid areas of high viewer sensitivity. Construction of the southern crossing bridge and relocation of the rifle range are no longer proposed in the 2013 Specific Plan; therefore, Mitigation Measure 1 and Mitigation Measure 4 no longer apply. The proposed Project would not involve the construction of trails in upland open space areas or the relocation of the equestrian facilities; therefore, Mitigation Measure 2 and Mitigation Measure 3 from the 1999 CEQA Documents would remain inapplicable.

The 1999 CEQA Documents considered the reuse of existing buildings on Mare Island and determined the increased infill construction and building intensity on Mare Island would result in a less than significant impact on the visual character of the historic housing and lowland open space scenic resources areas. Furthermore, the 1999 CEQA Documents determined that development would be required to comply with the Mare Island Historic District Design Guidelines, Urban Design policies, and Architectural Design Guidelines outlined in the 2013 Specific Plan to ensure the project design is compatible with the surrounding land uses.

The proposed Project involves the development of 373 multi-family units, approximately 29,000 square feet of office space, a 200-room hotel, event space, food and beverage kiosks, and approximately 194,000 square feet of open space consisting of a waterfront promenade, event lawn, children’s playground, and a dog park (Figure 5). The proposed multi-family units would be located within Reuse Area 6 at the west end of Connolly Street, between Walnut Avenue and Azuar Drive. This portion of Reuse Area 6 has been previously developed with other uses and is now vacant. Reuse Area 6 is adjacent to several single-story residential structures that have been repurposed for offices, and warehouse buildings that are up to four stories tall. Construction of the proposed multi-family residential units would involve relocation of Building Quarters 131 located on Walnut Avenue. This building is currently vacant and would be relocated south of the Project site, along Walnut Avenue.

The proposed hotel, office, and open space would be located at the east end of Connolly Street, between Walnut Avenue and Waterfront Avenue. The proposed Project would reuse Buildings 69 and 71 for the hotel, and would also include ancillary uses, such as reuse of the existing Coal Shed buildings as an event space and food and beverage kiosks. The total area for the hotel, event space, and food and beverage kiosks would be approximately 149,100 square feet. The proposed Project would reuse Building 77 for approximately 29,000 square feet of office space in Reuse Area 3B. Reuse Area 3B would also include open space uses, such as the waterfront promenade, event lawn, children’s playground, and a dog park.

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The proposed Project would occur within a portion of Mare Island that is developed with warehouses, residential, and public facility uses that generally range from one to four stories tall.

The height of the buildings proposed for reuse in Reuse Area 3B would not change from existing conditions, and would remain two to three stories tall. It is anticipated the proposed multi-family units would include four levels of residential with one level of above-ground parking. Development of the multi-family units within this portion of Reuse Area 6 could block views of the hillsides to the west. However, placement of multi-family units within this portion of Reuse Area 6 is planned for in the 2013 Specific Plan and would be consistent with the analysis in the 1999 CEQA Documents. As with the 1999 CEQA Documents, the proposed Project would be required to comply with the Mare Island Historic District Design Guidelines, Urban Design policies, and Architectural Design Guidelines outlined in the 2013 Specific Plan to ensure the Project design is compatible with the surrounding land uses. The proposed Project would also be subject to the City’s Development Review process, including Design Review.

Additionally, the proposed Project would involve the demolition of 10 existing buildings dispersed throughout the northern portion of Reuse Area 1A (Figure 4). These buildings are former industrial warehouse buildings and are the primary structures within this portion of the Specific Plan area.

None of the buildings are designated historic structures. The buildings range from approximately 278 to 88,000 square feet and are one to three stories tall. This portion of Mare Island is intended to be redeveloped in the future; however, until then Reuse Area 1A would become mostly undeveloped and the removal of existing buildings would provide for open views toward the north, east, and south. As required by the DDA for the NMI property, the Applicant would be required to submit a Beautification Plan. The Beautification Plan would identify interim landscaping, hardscaping, enhanced fencing, lighting, and security which may include elements such as trees and flowers, public seating, and public art for the NMI property.

Overall, the proposed Project would not impact a scenic vista or degrade the existing visual character or quality of the site or its surroundings. The proposed Project impacts would be less than significant, and would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

Additional Information
b) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss impacts related to scenic resources within a state designated scenic highway because there are no officially state designated scenic highways within the City (City of Vallejo 2005). SR 37 is designated an eligible state scenic highway within the City, which is located approximately 0.1 mile from Reuse Area 1A. The proposed Project involves the demolition of 10 buildings within Reuse Area 1A; however, none of the buildings are designated historic structures. Demolition and redevelopment activities would occur within the Specific Plan area, which is planned for redevelopment with residential, commercial, office, and recreation uses under the 2013 Specific Plan. Therefore, the proposed Project would not result in the damage of scenic resources, including trees, rock outcroppings, or historic buildings within a state scenic highway. No impact would occur.

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d) Impacts related to light and glare were not discussed in the 1999 CEQA Documents or the 2005 Subsequent EIR because new development would be required to comply with the 2013 Specific Plan Guidelines for exterior lighting.

The proposed Project would be within the Specific Plan area, which is developed with a mix of uses that currently generate sources of light and glare. Existing sources of light and glare consist of exterior building lighting, parking lot lighting, street lighting, stadium lighting at Morton Field, and headlights from vehicles using the surrounding street network. The proposed Project would redevelop portions of Reuse Area 3B and Reuse Area 6 with new residential, commercial, office, and recreation uses, which would introduce new sources of light and glare. However, the addition of these sources of light and glare would be consistent with lighting from existing uses, including interior building lighting and exterior lighting to illuminate the building entrances, walkways, driveways, parking areas, open space areas, and site frontages for security and safety purposes.

Additionally, all site lighting would be required to comply with the Vallejo Municipal Code that requires lighting to be directed downward and limited to the site (implemented under Section

16.72.100 of the Vallejo Municipal Code). The proposed Project would also be required to comply with the exterior lighting standards outlined in the 2013 Specific Plan, which states that light fixtures should be shielded or diffused to avoid glare to motorists, pedestrians, and residents (City of Vallejo 2005, 2021). Therefore, the proposed Project would not create a new source of substantial light or glare which would adversely affect day or nighttime views in the area. The impact would be less than significant.

3.1.2 Mitigation Measures
None required.

3.1.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA Documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA Documents and 2005 Subsequent EIR apply to the proposed Project and would result in less than significant impacts. No new mitigation is required to reduce previously undescribed or under evaluated aesthetic impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.2 AGRICULTURE AND FORESTRY RESOURCES
2021 CEQA Appendix G Checklist
Question
Conclusion in
1999 CEQA
Documents or
2005
Subsequent EIR
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
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?

N/A NI NI NI
b) Conflict with existing zoning for
agricultural use or a Williamson Act
contract?

N/A NI NI NI
c) Conflict with existing zoning for, or
cause rezoning of, forestland (as
defined in Public Resources Code
section 12220(g)), timberland (as
defined by Public Resources Code
section 4526), or timberland zoned
Timberland Production (as defined by
Government Code section 51104(g))?

N/A NI NI NI
d) Result in the loss of forestland or
conversion of forestland to non-forest
use?

N/A NI NI NI
e) Involve other changes in the existing
environment which, due to their
location or nature, could result in
conversion of Farmland to nonagricultural use or conversion of forestland to non-forest use?

N/A NI NI NI
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.2.1 Agricultural and Forestry Resources Discussion
The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss agricultural and forestry resources because the approved project would not call for the conversion of any land from agricultural to non-agricultural use. Additionally, the Specific Plan area is not zoned for agriculture or forestry uses, and is not contracted under the Williamson Act (City of Vallejo 2005). The following is provided for informational purposes.
a-e) The proposed Project is within the Specific Plan area and does not contain any lands designated or zoned for agricultural resources, forestland, or timberland resources. Mare Island is a former naval shipyard developed with industrial uses and redeveloped with commercial, residential, and public facility uses. It also contains open space, parks, and recreation uses. There are no lands within the city limit, including Mare Island, contracted under the Williamson Act (City of Vallejo 2016). The proposed Project is in a highly developed portion of the City and classified as “Urban and Built-Up Land” by the California Department of Conservation (DOC) Farmland Mapping and Monitoring Program, which are areas that do not contain important farmland (DOC 2021). As such, consistent with the determination in the 1999 CEQA Documents and 2005 Subsequent EIR, the proposed

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Project would not result in the conversion of any land from agricultural to non-agricultural use. No impact would occur.

3.2.2 Mitigation Measures
None required.

3.2.3 Conclusion
Although impacts to agriculture and forestry resources were not discussed in the 1999 CEQA Documents or the 2005 Subsequent EIR, the Project site does not contain important farmland or lands contracted under the Williamson Act, and is not zoned for agriculture or timberland uses. Therefore, the proposed Project would not result in the conversion of farmland or forestland to a non-agricultural use. No new mitigation is required to reduce previously undescribed or under evaluated impacts to agriculture and forestry resources resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.3 AIR QUALITY
2005 Subsequent EIR
CEQA Threshold
2021 CEQA Appendix
G Checklist Question
Conclusion in
2005
Subsequent
EIR
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
• Consistent with
BAAQMD Air
Quality Plan and
the City Air
Quality Element?
• Development of
the Mare Island
Specific Plan
would be
consistent with
adopted air
quality
management
plans?
a) Conflict with or
obstruct
implementation of
the applicable air
quality plan?
LTS/M No No No
• Result in increase in
traffic related ozone
precursor and PM10
emissions?
• Result in long-term
traffic related
emissions of ozone
precursors and
particulate matter?
b) Result in a
cumulatively
considerable net
increase of any
criteria pollutant for
which the Project
region is nonattainment under
an applicable
Federal or State
ambient air quality
standard?
SU No No No
• Result in temporary
emission of dust?
• Result in asbestos
emissions from
demolition and
remodeling
activities?
• Result in carbon
monoxide hot spots?
• Result in industrial
emissions sources?
• Operation resulting
in localized carbon
monoxide hot spots?
c) Expose Sensitive
Receptors to
substantial
pollutant
concentrations?
LTS/M No No No
d) Result in other
emissions (such as
those leading to
odors) adversely
affecting a
substantial number
of people?
LTS/M No No No
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.3.1 Air Quality Discussion
Impact Analysis
a) The 1999 CEQA Documents evaluated air quality impacts; however, the 2005 Subsequent EIR determined that an updated air quality assessment was required due to changes to the regulatory setting since the certification of the 1999 CEQA Documents, the availability of more detailed project information, and an updated traffic analysis was required.

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The 2005 Subsequent EIR determined the approved project would be consistent with adopted air quality management plans, and the impact would be less than significant with mitigation (City of Vallejo 2005). As discussed in the 2005 Subsequent EIR, the Specific Plan would provide for mixed use and interspersed residential, commercial, and retail uses, and development patterns would emphasize pedestrian-scale activity clusters with pedestrian, bicycle, and transit circulation features.

The waterfront areas and historic core would provide limited parking facilities to protect historic resources. The approved project in the 2013 Specific Plan would also provide a new transit service that would loop through the central areas and connect, within a 5-minute walk, most residential and employment land uses on Mare Island with the existing City of Vallejo ferry terminal and downtown.

Additionally, the 2005 Subsequent EIR determined implementation of dust control measures (Mitigation Measure C.1) as required by BAAQMD, traffic design features (Mitigation Measure C.2), and appropriate buffers between sensitive land uses (Mitigation Measure C.4) would further ensure the Specific Plan would be consistent with regional clean air plan policies for reducing vehicle trips, reducing the length of vehicle trips, and coordinating land uses to avoid conflicts from sources of toxics and odors (City of Vallejo 2005).

The proposed Project involves the construction of a mixed-use development within Reuse Area 3B and Reuse Area 6, and the demolition of 10 existing buildings within Reuse Area 1A. The proposed project would also involve site remediation activities within Reuse Area 1A where Building 571 was previously located (Figure 2). It is estimated that the site remediation activities within Reuse Area 1A would involve the excavation of up to 4,000 cubic yards of soil and up to 93 truck trips to remove contaminated soils off-site. The site remediation activities along with the demolition and construction activities would generate fugitive dust (PM10) from earth-moving activities. However, these activities were anticipated under the 2005 Subsequent EIR, and therefore would be required to implement BAAQMD’s reccommended dust control measures as required by Mitigation Measure C.1 .

Mitigation Measure C.1 to reduce impacts to a less than significant level.

The 2005 Subsequent EIR determined buildout of the Specific Plan area would emphasize pedestrian-scale activity with pedestrian, bicycle, and transit circulation features. Operation of the proposed Project would involve the development of residential, commercial, office, and recreation uses within Reuse Area 3B and Reuse Area 6. As such, the proposed Project would implement Mitigation Measure C.2, which would require the proposed Project to incorporate design features that would reduce traffic-related emissions. Operation of the proposed Project would also implement Mitigation Measure C.4, which would ensure residential land uses within Reuse Area 6 are not exposed to toxic air contaminants from diesel truck traffic. With the implementation of Mitigation Measures C.2 and C.4, the proposed Project would not conflict with obstruct implementation of the applicable air quality plan. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.
b) Although emissions of most pollutants would be lower than those occurring under pre-closure conditions, the 2005 Subsequent EIR determined buildout of the Specific Plan would cause a substantial increase in emissions and result in a significant impact (City of Vallejo 2005). The 2005 Subsequent EIR identified that under buildout of the Specific Plan, emissions of ozone precursors (Nitrogen Oxide and Volatile Organic Compounds) and PM10 would exceed the significance

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Environmental Factors Potentially Affected
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thresholds. The 2005 Subsequent EIR identified Mitigation Measure C.2 to reduce potential impacts, but because the net emissions increase would likely remain above the significance threshold, the 2005 Subsequent EIR determined the impacts would remain significant and unavoidable.

The proposed Project would involve the development of residential, commercial, office, and recreation uses that are consistent with the uses planned in the 2013 Specific Plan. The proposed Project would involve density transfers to accommodate the proposed multi-family units and hotel within Reuse Area 3B and Reuse Area 6; however, the proposed Project would remain consistent with the overall development program for the 2013 Specific Plan and as analyzed in the 2005 Subsequent EIR. Fehr & Peers conducted a Transportation Assessment for the proposed Project and determined development is not anticipated to generate more traffic than what was previously identified in the 2005 Subsequent EIR (Appendix B). Therefore, with the implementation of Mitigation Measure C.2, the impact would remain significant and unavoidable as identified in the 2005 Subsequent EIR. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.
c, d) Construction
The 2005 Subsequent EIR identified building demolition, renovation, and construction activities would cause temporary fugitive dust emissions (PM10). However, temporary impacts would be less than significant with implementation of Mitigation Measure C.1. The 2005 Subsequent EIR also identified the potential impact of demolition and renovation activities releasing ACM to the air as buildings constructed prior to 1980 often include building materials containing asbestos. As discussed in the 2005 Subsequent EIR, BAAQMD CEQA Guidelines recognize airborne asbestos fibers pose a serious health threat and prescribe compliance with applicable regulations as a means for avoiding significant impacts. Therefore, the 2005 Subsequent EIR determined demolition, renovation, or removal of ACM would be subject to the limitations of BAAQMD Regulation 11, Rule 2: Hazardous Materials; Asbestos Demolition, Renovation and Manufacturing, which would reduce the potential risks associated with asbestos from demolition and renovation activities to a less than significant level.

The proposed Project would involve the demolition of 10 existing buildings within Reuse Area 1A and would reuse Buildings 69, 71, 77, and the Coal Shed buildings within Reuse Area 3B. Based on the age of these structures, ACM may be present. As such, the proposed Project would be required to comply with BAAQMD’s current asbestos removal regulations (BAAQMD 11-2-401.3) to reduce potential impacts to a less than significant level. Additionally, demolition of the 10 structures within Reuse Area 1A would be completed in accordance with a Demolition and Management Plan (Appendix A). The Demolition and Management Plan would be conducted in accordance with Cal/OSHA, BAAQMD 11-2-401.3, and the requirements of the City. Therefore, with the implementation of Mitigation Measure C.1 of the 2005 Subsequent EIR and compliance with applicable regulatory requirements, impacts related to fugitive dust emissions would be less than significant. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.

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Operation
As discussed in the 2005 Subsequent EIR, carbon monoxide (CO) emissions at congested intersections, where motor vehicles slow down and idle, can, under certain conditions, exceed the ambient air quality standards. The 2005 Subsequent EIR modeled anticipated maximum CO concentrations that would occur at the edge of each roadway for the most congested intersections affected by the Specific Plan and determined localized CO concentrations would be less than significant. As discussed, the proposed Project would involve density transfers to accommodate the proposed multi-family units and hotel within Reuse Area 3B and Reuse Area 6; however, the proposed Project would remain consistent with the overall development program for the 2013 Specific Plan and as analyzed in the 2005 Subsequent EIR. Additionally, Fehr & Peers conducted a Transportation Assessment for the proposed Project and determined development is not anticipated to generate more traffic than previously identified in the 2005 Subsequent EIR (Appendix B). As such, the proposed Project would not result in new or substantially more severe CO impacts than identified in the 2005 Subsequent EIR.

The 2005 Subsequent EIR also determined operation of industrial land uses would create toxic air contaminants from new stationary sources and heavy-duty diesel truck traffic. As discussed in the 2005 Subsequent EIR, the BAAQMD regulations establish permitting requirements for stationary sources that require any new sources to be offset by emission reductions to ensure that no net increases in ozone precursors or PM10 emissions are caused by the stationary sources in the region.

The permitting programs also include a review of toxic air contaminant emissions to ensure that new stationary sources of toxic air contaminants are not located near land uses that are sensitive (City of Vallejo 2005). Therefore, the 2005 Subsequent EIR determined compliance with the BAAQMD regulations would reduce impacts from stationary sources to a less than significant level.

Additionally, the 2005 Subsequent EIR identifies Mitigation Measure C.4 to address toxic air contaminants from diesel truck traffic. The implementation of Mitigation Measure C.4 requires adequate buffers to be maintained around potential sources of toxics and odors (City of Vallejo 2005).

Specifically, Mitigation Measure C.4 requires that project sponsors determine whether sensitive receptors would be located at least 65 feet away from uses that would generate 200 heavy-duty diesel truck trips per day. Heavy industrial uses are allowed in Reuse Area 5, Reuse 10A, and Reuse Area 10B under the 2013 Specific Plan. The proposed Project involves development of residential, office space, and hotel uses within Reuse Area 3B and Reuse Area 6. While the proposed Project does not involve the development of industrial uses that would generate odors or create diesel vehicle activity, adjacent industrial uses may pass through Reuse Area 3B and Reuse Area 6 where residential and hotel uses are proposed. Mitigation Measure C.4 would apply to the proposed Project to determine that residential receptors are located at least 65 feet away from industrial uses that may involve 200 truck trips per day. As such, the proposed Project would not result in other emissions (such as those leading to odors) that would adversely affect a substantial number of people, and the impact would be less than significant with the implementation of Mitigation Measure C.4. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.

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Additional Information
There is no additional information pertaining to air quality.

3.3.2 Mitigation Measures
The following mitigation measures from the 2005 Subsequent EIR would apply to the proposed Project and would reduce impacts to a less than significant level:
• Mitigation Measure C.1: The following dust control practices would mitigate fugitive dust impacts during demolition, renovation, and construction activities:

Basic control measures to be implemented at all construction sites:
o Water all active construction areas at least twice daily. o Cover all trucks hauling soil, sand, and other loose materials or require all trucks to maintain at least two feet of freeboard.
o Pave, apply water three times daily, or apply (non-toxic) soil stabilizers on all unpaved access roads, parking areas, and staging areas at construction sites. o Sweep daily (with water sweepers) all paved access roads, parking areas, and staging areas at construction sites.
o Sweep streets daily (with water sweepers) if visible soil material is carries onto adjacent public streets,
o Enhanced control measures to be implemented at construction sites larger than four acres in area in conjunction with basic measures above:
o Hydroseed or apply (non-toxic) soil stabilizers to inactive construction areas (previously graded areas inactive for ten days or more)
o Enclose, cover, water twice daily, or apply (non-toxic) soil binders to exposed stockpiles (dirt, sand, etc.)
o Limit traffic speeds on unpaved roads to 15 miles per hour. o Install sandbags or other erosion control measures to prevent silt runoff to public roadways. o Replant vegetation in disturbed areas as quickly as possible.

Following are optional control measures that are strongly encouraged for large construction sites located near sensitive receptors, or that for any other reason may warrant additional emissions reductions. To the extent that these measures are feasible, implementation would further reduce dispersion of fine particulates.
o Install wheel washers for all existing trucks, or wash off the tires or tracks of all trucks and equipment leaving the site.
o Install wind breaks, or plant trees/vegetative wind breaks at windward side(s) of construction areas.
o Suspend excavation and grading activity when winds (instantaneous gusts) exceed 25 miles per hour.
o Limit the area subject to excavation, grading, and other construction activity at any one time.

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o To reduce the emission from construction equipment exhaust o Use alternative fueled construction equipment, when feasible. o Minimize idling time (e.g., 5 minute maximum).
o Maintain properly tuned equipment.
o Limit the hours of operation of heavy-duty equipment and/or the amount of equipment in use. • Mitigation Measure C.2: Incorporating the following design features would reduce traffic-related emissions:

For commercial, institutional, and industrial uses within the Mare Island Specific Plan area:
o Encourage area tenants to implement carpool/vanpool programs, e.g., carpool ride matching for employees, assistance with vanpool formation, provision of vanpool vehicles, etc. o Construct transit facilities such as bus turnouts/bus bulbs, benches, shelters, etc. o Design and locate new buildings to facilitate transit access, e.g., locate building entrances near transit stops, eliminate building setbacks, etc.
o Provide on-site shops and services, e.g., cafeteria, bank/ATM, dry cleaners, convenience market, for area employees, where feasible.
o Provide on-site child-care facilities within walking distance of area employment centers, where feasible.
o Provide shuttle service to transit stations and multimodal centers, where needed. o Provide preferential parking (e.g., near building entrances, sheltered area) for carpool and vanpool vehicles.
o Implement parking fees for single occupancy vehicle commuters. o Provide secure, weather-protected bicycle parking for area employees. o Provide showers and lockers for employees bicycling or walking to work. o Provide secure short-term bicycle parking for retail customers and other non-commute trips.

For residential uses within the Mare Island Specific Plan area:
o Provide neighborhood-serving shops and services within 0.5-mile of residential areas, where feasible.
o Provide transit facilities, e.g., bus bulbs/turnouts, benches, shelters, etc. o Provide shuttle service to transit stations and multimodal centers. o Provide shuttle service to major destinations such as employment centers, shopping centers, and schools.
o Connect bicycle lanes and/r paths in residential areas to the rest of the network on Mare Island.
o Connect pedestrian sidewalks and/or paths to adjacent land uses, transit stops, and/or citywide network.
• Mitigation Measure C.4: Provide an adequate buffer zone between any source of toxic air contaminants or odors and land uses sensitive to air contaminants, such as residential, educational,

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and health care facilities. Possible sources of toxic air contaminants include land uses attracting a high level of diesel vehicle activity, heavy-duty truck routes, and industrial uses, depending on the tenant. The appropriate dimensions of each buffer zone would depend on a variety of factors, including the nature of the activities occurring at the source and the types and quantities of materials being stored or used at the facility. For example, any use that has the potential to generate 200 heavy-duty diesel truck trips per day should be located at least 20 meters (about 65 feet) away from sensitive uses.

Project sponsor shall require that each industrial tenant provide information on daily truck trips expected to be generated. Any industrial use generating 200 or more diesel truck trips per day shall be located at least 65 feet from sensitive uses such as residential, educational and health care facilities.

3.3.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA documents and 2005 Subsequent EIR apply to the proposed Project, and with the incorporation of existing mitigation measures, impacts to air quality would still be mitigated to a less than significant level.

No new mitigation is required to reduce previously undescribed or under evaluated air quality impacts resulting from the proposed Project.

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3.4 BIOLOGICAL RESOURCES
1999 CEQA
Documents CEQA
Threshold
2021 CEQA Appendix G
Checklist Question
Conclusion
in 1999
CEQA
Documents
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
• Result in impacts
to sensitive
plants and
wildlife?
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?
LTS/M No No No
• Result in impacts
to sensitive
habitats?
b) Have a substantial
adverse effect on any
riparian habitat or
other sensitive natural
community identified
in local or regional
plans, policies, and
regulations, or by the
California Department
of Fish or U.S. Fish
and Wildlife Service?
LTS/M No No No
c) Have a substantial
adverse effect on
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?
LTS/M No No No
--
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?

N/A LTS LTS LTS
--
e) Conflict with any local
policies or ordinances
protecting biological

N/A LTS LTS LTS

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1999 CEQA
Documents CEQA
Threshold
2021 CEQA Appendix G
Checklist Question
Conclusion
in 1999
CEQA
Documents
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
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?

N/A NI NI NI
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.4.1 Biological Resources Discussion
Impact Analysis
a) The 1999 CEQA Documents determined impacts on rare plants (Mason’s lilaeopsis) and sensitive species (salt marsh harvest mouse, California clapper rail) from construction of the southern crossing bridge in Reuse Area 10 would be less than significant with the implementation of Biological Resources Mitigation Measure 1a and Mitigation Measure 1b. Construction of the southern crossing bridge has been eliminated; therefore, these mitigation measures no longer apply.

The 1999 CEQA Documents determined impacts to the following species would be less than significant:
• Endangered fish (Delta smelt, Sacramento splittail, winter-run Chinook) from use of dry docks, dredging, and pile driving.
• Salt marsh harvest mouse and California clapper rail from residents and domestic and feral predators.
• Non-listed species (marsh gumplant, Mexican free-tailed bat, salt marsh wandering shrew etc.).

As part of the 2005 Subsequent EIR, an updated search of the California Natural Diversity Database was completed and identified three additional endangered, threatened, or rare species reported in the Mare Island quadrangle that were not previous identified in the 1999 CEQA documents. These species include the California red-legged frog (Rana aurora draytonii), the Monarch butterfly (Danaus plexippus), and the fragrant fritillary (Fritillaria liliacea) (City of Vallejo 2005). However, the 2005 Subsequent EIR determined there is no suitable habitat for these species within the Specific Plan area and no impacts would occur (City of Vallejo 2005).

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Impacts related to endangered fish species would remain less than significant as the proposed Project does not involve in-water construction activities. Impacts on the salt marsh harvest mouse and clapper rail would also remain less than significant. As required by the 1999 CEQA Documents, the Navy, the City, and other future owners are required to prepare and implement a predator management plan as part of the development process (City of Vallejo 1998). The 1999 CEQA Documents states that upon conveyance, the City would be responsible for implementing a similar predator management plan. In addition, the City would establish covenants, conditions, and restrictions (CC&R) to limit the number of cats and dogs allowed in each residential unit on Mare Island and prohibit unleashed dogs and cats outside property lines of individual units. These restrictions would be enforced through the City’s CC&R enforcement process or through the Vallejo Municipal Code (City of Vallejo 1998).

The 1999 CEQA Documents did not identify any endangered or threatened bat species on Mare Island, and therefore determined impacts would be less than significant as a substantial number of individuals would not be destroyed and no migration corridors would be affected. The 1999 CEQA Documents also determined impacts on the Mexican free-tailed bat would be less than significant because this species is common and widespread. It is not considered threatened, endangered or sensitive, and non-sensitive bats can be removed from Mare Island buildings under health regulations without extensive environmental documentation unless endangered or threatened species are involved (City of Vallejo 1998).

The proposed Project would involve the demolition, construction, and reuse of existing buildings within Reuse Area 3B, Reuse Area 6, and Reuse Area 1A. The proposed Project would occur within portions of Mare Island that have been developed, are covered with impervious surface, or have been previously disturbed by development. Due to the developed nature of the Project site and the surrounding area, no special-status species would be expected to occur at the site.

However, existing street trees may provide suitable nesting habitat for migratory birds and the existing buildings may provide roosting habitat for bats. As required by Action NBE-1.2C in the City’s General Plan, the proposed Project would be required to avoid disturbance to and loss of bird nests in active use by scheduling vegetation removal and new construction during the nonnesting season (September through February) or by conducting a pre-construction survey by a qualified biologist to confirm nests are absent or to define appropriate buffers until any young have successfully fledged the nest. Additionally, Action NBE-1.1F in the City’s General Plan requires new development to complete a biological assessment for sites that are determined to have some potential to contain sensitive biological and wetland resources. While the Project site is not expected to contain special-status species due to the developed nature, a biological resources assessment would be required to determine the presence of roosting bats prior to the demolition and reuse of buildings within Reuse Area 1A, Reuse Area 3B, and Reuse Area 6.

Compliance with Actions NBE-1.2C and NBE-1.1F of the City’s General Plan would ensure the proposed Project would have a less than significant impact on special-status species. Therefore, the proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met. b, c) The 1999 CEQA Documents determined construction activities within all Reuse Areas, except for Reuse Area 4, Reuse Area 5, and Reuse Area 9, could affect wetland habitats. For any fill of the

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adjacent wetlands, the 1999 CEQA Documents identified that the approved project must obtain a Section 404 permit from the U.S. Army Corps of Engineers as required by Biological Resources Mitigation Measure 2 (City of Vallejo 1998). The 1999 CEQA Documents determined implementation of Biological Resources Mitigation Measure 2 would reduce impacts to wetlands and other sensitive habitats to a less than significant level.

The proposed Project involves the demolition of existing buildings and development of new multifamily residences, a hotel, event space, food and beverage kiosks, office space, and open space.

Based on review of aerial imagery, the proposed Project would occur within developed portions of Mare Island that are covered with impervious surface, contain existing buildings, or have been disturbed by previous demolition and development activities. As such, the Project site does not contain wetlands, riparian habitat, or water features that could be jurisdictional. The proposed Project would occur within a developed area and would not result in the removal of riparian habitat or the fill of wetlands. The proposed Project would not require a Section 404 permit, and therefore Biological Resources Mitigation Measure 2 previously identified in the 1999 CEQA Documents would not apply. The proposed Project would have no impact on riparian areas, federally protected wetlands, or other sensitive natural communities and would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

Additional Information
d) The 1999 CEQA Documents and 2005 Subsequent EIR did not address impacts to wildlife corridors or wildlife nursery sites. However, the 1999 CEQA Documents generally discussed that the approved project would not result in the disruption of migration corridors. Habitat corridors are segments of land that provide linkages between different habitats while also providing cover. On a broader level, corridors also function as avenues along which wide-ranging animals can travel, plants can propagate, genetic interchange can occur, populations can move in response to environmental changes and natural disasters, and threatened species can be replenished from other areas. Habitat corridors often consist of riparian areas along streams, rivers, or other natural features. Habitat corridors have been recognized by federal agencies such as the USFWS and the State as important habitats worthy of conservation. In general, movement corridors consist of areas of undisturbed land cover that connect larger, contiguous habitats. Mare Island is a former naval shipyard that has been developed with industrial uses and redeveloped with commercial, residential, and public facility uses. Based on review of aerial imagery, the proposed Project would occur within developed portions of Mare Island that are covered with impervious surface, contain existing buildings, or have been previously disturbed by demolition and development activities. Due to the developed nature, the Project site does not contain sensitive native vegetation, or water features that would be conducive to wildlife movement. The proposed Project would be required to comply with General Plan Policies NBE-1.1, NBE-1.2, and NBE-1.6 aimed to protect special-status species, sensitive natural communities, wetlands, and open space. Additionally, the proposed Project would be required to comply with Actions NBE-1.2C and NBE-1.1F by completing pre-construction surveys for nesting birds and a biological resources assessment for roosting bats. Therefore, the proposed Project would not substantially

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interfere with a migratory wildlife corridor, or impede the use of a native wildlife nursery site. The impact would be less than significant.
e) The 1999 CEQA Documents and 2005 Subsequent EIR did not address whether the approved project would conflict with any local policies or ordinances protecting biological resources. The proposed Project would be required to comply with the policies and actions in the Nature and Built Environment Element of the City’s General Plan. Specifically, the proposed Project would be required to comply with General Plan Policies NBE-1.1, NBE-1.2, and NBE-1.6 aimed to protect special-status species, sensitive natural communities, wetlands, and open space. The proposed Project would also be required to comply with Actions NBE-1.2C and NBE-1.1F by completing pre-construction surveys for nesting birds and a biological resources assessment for roosting bats, and the City’s Tree Ordinance as outlined in Section 10.12 of the Vallejo Municipal Code.

Therefore, with adherence to the City’s General Plan policies and actions, and Tree Ordinance, the proposed Project would not conflict with local plans or policies protecting biological resources and there would be a less than significant impact.
f) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss if the approved project would conflict with a habitat conservation plan (HCP), Natural Community Conservation Plan (NCCP), or other approved local, regional, or state habitat conservation plan. The City falls within the jurisdiction of the proposed Solano Multispecies Habitat Conservation Plan (SMHCP), which was released in administrative draft form in 2012. The proposed Project is not within the jurisdiction of an adopted HCP, NCCP, or other approved conservation plan. As the SMHCP is still in the planning stages, the requirements therein are not applicable to the proposed Project.

Therefore, development and land use activities associated with the proposed Project would not conflict with any adopted HCP, NCCP, or other approved local, regional, or state habitat conservation plan. No impact would occur.

3.4.2 Mitigation Measures
None required.

3.4.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA Documents and 2005 Subsequent EIR apply to the proposed Project and would result in less than significant impacts. The proposed Project would be subject to General Plan Policies NBE-1.1, NBE-1.2, and NBE-1.6 aimed to protect special-status species, sensitive natural communities, wetlands, and open space. Additionally, the proposed Project would be subject to General Plan Actions NBE-1.2C and NBE1.1F by completing pre-construction surveys for nesting birds and a biological resources assessment for roosting bats. No new mitigation is required to reduce previously undescribed or under evaluated biological resources impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.5 CULTURAL RESOURCES
2005 Subsequent EIR
CEQA Threshold
2021 CEQA Appendix
G Checklist Question
Conclusion
in 2005
Subsequent
EIR
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
• Result in an adverse
effect through the
physical destruction,
damage, or alteration
of all or part of a
property resulting from
demolition of historic
property?
• Result in adverse effect
through introduction of
visual, audible, or
atmospheric elements
that are out of
character with the
property or alter its
setting resulting from
construction of
buildings within the
historic district?
• Result in adverse effect
through the physical
destruction, damage,
or alteration of all or
part of a property
resulting from reuse or
rehabilitation of historic
structures?
a) Cause a
substantial
adverse change in
the significance of
a historical
resource pursuant
to Section
15064.5?
SU No No No
• Effects of Reuse on
Historic Archaeological
Sites
b) Cause a
substantial
adverse change in
the significance of
an archaeological
resource pursuant
to Section
15064.5?
LTS No No No
c) Disturb any human
remains, including
those interred
outside of formal
cemeteries?
LTS No No No
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

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3.5.1 Cultural Resources Discussion
Impact Analysis
a) The 2005 Subsequent EIR was prepared to include the Mare Island Historic Resources Project Guidelines and to evaluate impacts to historical resources based on new information that was not available when the 1999 CEQA documents were prepared. Additionally, the 2007 Addendum to the 2005 Subsequent EIR was prepared to address proposed amendments to policies in the 2005 Specific Plan and the Vallejo Municipal Code related to historic resources on Mare Island. The Mare Island Historic Resources Project Guidelines establish the criteria and procedures for review of construction, alteration, and demolition of resources within the Mare Island Historic District for Reuse Areas 1B through 10A. The 2005 Subsequent EIR noted a total of 65 Contributing Resources in Reuse Area 3B, and 81 Contributing Resources in Reuse Area 6 that contribute to the national register. The 2005 Subsequent EIR also noted 31 of these resources in Reuse Area 3B, and 53 resources in Reuse Area 6 would be demolished. The 2005 Subsequent EIR determined demolition of Contributing Resources within the Mare Island Historic District would impact portions of the district unevenly and a significant adverse impact to the northern end of the Mare Island Historic District would occur. The 2005 Subsequent EIR identified Mitigation Measures A.1a, A.1b, A.1c, and A.2 that require either preservation, relocation, demolition, or implementation of an interpretive program to reduce impacts. However, the 2005 Subsequent EIR concluded impacts to the Mare Island Historic District would remain significant and unavoidable as the approved project would result in the demolition of Contributing Resources.

The proposed Project involves redevelopment of the Connolly Street Corridor with 373 multi-family units, approximately 29,000 square feet of office space, a 200-room hotel, event space, food and beverage kiosks, and approximately 194,000 square feet of open space within Reuse Area 3B and Reuse Area 6. The proposed Project also involves the demolition of 10 existing buildings in Reuse Area 1A.

As discussed in Section 2.3.2, Demolition of Buildings within Reuse Area 1A, the proposed Project would demolish Buildings 499, 503, 517, 589, 593, 601, 653, 663, 673, and 993 within Reuse Area 1A (Figure 4). According to the 2005 Subsequent EIR Index by Resources Number Table, none of the 10 buildings identified for demolition within Reuse Area 1A have historic classification. All but one, Building 663, have a letter from the State Historic Preservation Officer dated May 16, 2019 concurring with the City’s finding that no historic properties would be affected by the proposed demolition of these structures. According to Navy records, Building 663 was constructed in 1993 and is not of potential historic age. Therefore, demolition of these structures under the proposed Project would not impact a historic resource.

Reuse Area 3B and Reuse Area 6 are within the Historic Core for the Specific Plan.

Redevelopment of the Connolly Street Corridor would not involve the demolition of any existing buildings within Reuse Area 3B or Reuse Area 6. The proposed Project would reuse Building 77 for office use; and Buildings 69, 71, and the Coal Shed Buildings would be reused for the hotel. The proposed Project would also relocate Building Quarters 131 within Reuse Area 6 outside of the

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Project site, likely to the south along Walnut Avenue. Buildings Quarters 131 is identified as a Contributing Resource in the 2005 Subsequent EIR.

The 2005 Subsequent EIR identifies Mitigation Measure A.2 and Mitigation Measure A.1b related to the relocation of Contributing Resources. The 2005 Subsequent EIR states that all Contributing Resources within Reuse Areas 2A, 2B, 3A and 6, north of 5th Street shall be retained, except that Contributing Resources may be demolished or relocated subject to Landmarks Commission review and approval, on a case-by-case basis, based on a report by a qualified historic preservation professional, upon the following findings: that such demolition meets the applicable District-Level Demolition Criteria in Historic Guidelines Section 6.1; that such relocation meets the applicable criteria for Relocated Resources in Historic Guidelines Section 5.3.2; that the Historic District boundaries would continue to be justified after such demolition or relocation. As the Project is proposing to relocate Building Quarters 131 within Reuse Area 6, it would be consistent with Mitigation Measure A.2 and would be subject to review by the Architectural Heritage and Landmarks Commission in accordance with Mitigation Measure A.1b. Therefore, the proposed Project would have a less than significant impact on this Contributing Resource with implementation of Mitigation Measure A.1b.

The 2005 Subsequent EIR also identifies Building 69 and the Coal Shed buildings as designated National Historic Landmarks (City of Vallejo 2005). The reuse of these buildings could impact historic resources; however, the 2005 Subsequent EIR analyzed the adaptive reuse of existing buildings for the approved project and determined impacts would be less than significant with implementation of Mitigation Measures A.1a, A.4, and A.6a (same as A.4). The implementation of these mitigation measures requires development to comply with the Mare Island Historic District Design Guidelines and for the project design to be reviewed by the Architectural Heritage and Landmarks Commission. As such, the proposed Project would be required to implement Mitigation Measures A.1a, A.4, and A.6a (same as A.4) to reduce impacts on historic resources to a less than significant level. Therefore, impacts on historic resources would not change from those identified in the 2005 Subsequent EIR, and the proposed Project impacts would remain less than significant with mitigation. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.
b, c) As discussed in the 2005 Subsequent EIR, the 2013 Specific Plan includes an Archaeological Treatment Plan, which describes various treatment measures including archival research, recordation, archaeological fieldwork (including trenching, surface clearing, and hand excavation), analysis and reporting, Native American coordination and treatment of human remains, archeological monitoring, public interpretation, and provisions for discovery of new subsurface features not already identified. The treatment plan also recommends appropriate treatments for each of the historic era archeological resources and areas of prehistoric archaeological sensitivity identified in the predictive archaeological model. The 2005 Subsequent EIR determined implementation of the measures set forth in the Archaeological Treatment Plan for Mare Island would reduce impacts on archeological resources and human remains to a less than significant level. Development under the proposed Project would also be required to comply with the Archaeological Treatment Plan. Therefore, any potential impacts to archeological resources and

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human remains would be less than significant and would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.

3.5.2 Mitigation Measures
The following mitigation measures from the 2005 Subsequent EIR would apply to the proposed Project to reduce impacts to a less than significant level:
• Mitigation Measure A.1a: Retain all Contributing Resources at the Northern End of the Historic District. All Contributing Resources within Reuse Area 2A, 2B, 3A, and 6 north of 5th Street shall be retained. Retention of the resources would maintain the justification for the Mare Island Historic District boundaries in the northern portion of the District, and thereby reduce Impact A.1 to a less than significant level.
• Mitigation A.1b: Landmarks Commission review of demolition or relocation of Contributing Resources at the northern end of the Historic District. • Mitigation Measure A.2: Require relocation rather than demolition of notable resources where appropriate.
• Mitigation Measure A.4: Implement the Mare Island Historic District Design Guidelines by requiring that all new construction or alterations within the Historic District comply with the Historic District Design Guidelines.

The Historic District Guidelines describe and illustrate how to apply the Secretary of the Interior’s Standards to the specific conditions of Mare Island Historic District. The Historic District Design Guidelines describe the design character of the Historic District, provide illustrative guidelines for the treatment of Mare Island’s Contributing Resources under the Secretary of Interiors Standards, and provide design guidelines for new construction. The Historic District Design guidelines would be used by City staff and the Architectural Heritage and Landmarks Commission to evaluate the appropriateness of work proposed within the Mare Island Historic District. Implementation of the Mare Island Historic District Design Guidelines would mitigate impacts of new infill construction on remaining historic resources. Note, however, that they would not mitigate impacts of demolition of Contributing Resources that would precede new construction. • Mitigation Measure A.6a: Same as Mitigation Measure A.4. Implement the Mare Island Historic District Design Guidelines by requiring that all new construction or alterations within the Historic District comply with the Historic District Design Guidelines.

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3.5.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA documents and 2005 Subsequent EIR apply to the proposed Project, and with the incorporation of existing mitigation measures, impacts to cultural resources would still be mitigated to a less than significant level. No new mitigation is required to reduce previously undescribed or under evaluated cultural resources impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.6 ENERGY
2021 CEQA Appendix G Checklist
Question
Conclusion in
1999 CEQA
Documents or
2005
Subsequent EIR
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
a) Result in potentially significant
environmental impacts due to
wasteful, inefficient, or
unnecessary consumption of
energy resources, during project
construction or operation?

N/A LTS LTS LTS
b) Conflict with or obstruct a state or
local plan for renewable energy or
energy efficiency?

N/A LTS LTS LTS
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.6.1 Energy Discussion
A requirement that the potential environmental impacts to energy use be analyzed was added to the CEQA Guidelines in December 2018. Therefore, the CEQA Guidelines did not require analysis of energy use at the time the 1999 CEQA Documents and 2005 Subsequent EIR were approved. The analysis below is presented for informational purposes.
a, b) The effects of energy use do not constitute new information that could not have been known at the time the 1999 CEQA Documents and 2005 Subsequent EIR were approved. Energy conservation has been a critical topic since the 1970s. In the late 1970s, the Federal Government began devoting serious attention to climate change and energy conservation, and in recent years has continued to place importance on renewable energy and decreased usage. Therefore, energy use is not a new area of concern and does not represent new information or any new impacts.

The 1999 CEQA Documents and 2005 Subsequent EIR did not contain an analysis of energy impacts resulting from the approved project; however, it generally discusses new and upgraded structures would be developed to meet Title 24 energy conservation requirements (City of Vallejo 1998, 2005). The 1999 CEQA Documents also acknowledge that demolition and development of certain structures would increase landfill needs and result in an increased short-term consumption of energy and resources, compared with reuse of existing structures. The 1999 CEQA Documents determined the recycling or reuse of wood, metal, glass, and brick from structures to be demolished would substantially reduce quantities of materials disposed of in landfills and would reduce energy consumption associated with the fabrication of these materials (City of Vallejo 1998). Title 24 of the California Code of Regulations and California Green Building Code have more stringent energy usage requirements for all new construction than the 1999 CEQA Documents contained, and the construction and operation of the proposed Project will be required to adhere to all current regulations in place related to energy conservation. Additionally, the proposed Project would be required to comply with the following General Plan policies and requirements of the Vallejo Municipal Code:

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• General Plan Policy NBE-1.15: Energy Efficiency. Support measures to reduce energy consumption and increase energy efficiency in residential, commercial, industrial, and public buildings.
• Vallejo Municipal Code, Chapter 12.32 and 12.50: Energy Code and Green Building Code. The California Energy Code as amended and appearing in the 2016 California Building Standards Code, and all its appendices, California Code of Regulations Title 24, Part 6, is adopted and incorporated by reference, save and except such portions as are deleted, modified, or amended, as the City energy code in this chapter. • Vallejo Municipal Code, Chapter 16.71: Water Efficient Landscape Requirements. The landscape documentation package must include a water efficient landscape worksheet, soil management report, landscape design plan, irrigation design plan, and a grading design plan with the goal of minimizing water irrigation rates and maximizing water irrigation efficiency. • Vallejo Municipal Code, Chapter 16.74.020: Energy Conservation Guidelines; Circulation and Transportation. Subdivisions, planned unit developments, and large-scale commercial developments shall be designed to encourage energy conserving transportation practices while discouraging unnecessary automobile use. Applications for site development plan approval of these developments shall include pedestrian and bicycle circulation systems which are orderly, well-maintained, and convenient to use. Developments including civic, commercial, and industrial use types shall provide bicycle racks for the use of their employees and the persons they serve.

The City also adopted a Climate Action Plan in 2012. The Climate Action Plan provides a roadmap for the City to become a more sustainable community by calling for changes in green building practices, energy efficiency, transit-oriented development, mixed-use/higher density development, recycling and composting, water conservation, and renewable energy. The City’s Climate Action Plan also includes a compliance checklist to determine if new development is consistent with the City’s Climate Action Plan policies. The proposed Project would be required to comply with the following policies:
• Climate Action Plan Policy CG-3: Lighting. Retrofit City streetlights, outdoor lighting, and traffic signals with high-efficiency lights such as LED or induction lighting. • Climate Action Plan Policy OR-2: Construction Equipment. Reduce emission from heavyduty construction equipment by limiting idling and utilizing cleaner fuels, equipment, and vehicles.
• Climate Action Plan Policy E-2: Building Standards. Require all new development to meet the minimum California Title 24 and California Green Building Standards Code requirements, as amended, and encourage new development, remodels, and improvements to exceed the minimum requirements.
• Climate Action Plan Policy E-4: Cool Roofs and Pavements. Increase tree planting and the use of cool roofs and cool pavement materials to reduce the urban heat and island effect

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and corresponding energy consumption. Implement tree replacement policy for projects where tree removal is necessary.
• Climate Action Plan Policy RE-1: Renewable Energy Installations. Support the installation of small-scale renewable energy systems including solar photovoltaic, solar thermal, and wind, river current, and tidal energy conversion systems. • Climate Action Plan Policy TDM-3: Bicycle and Pedestrian Travel. Expand and link the network of pedestrian and bicycle paths and facilities through preparation of a Bicycle and Pedestrian Master Plan, with the goal of increasing the bicycle and pedestrian mode share 20 percent by 2035.
• Climate Action Plan Policy TDM-4: Parking. Revise parking requirements for new commercial and multi-family residential projects to provide bike racks for 5 percent of the building’s projected visitors within 200 feet of the building’s entrance for commercial projects.

Design parking lots, where feasible, to include clearly marked and shaded pedestrian pathways between transit facilities and building entrances. • Climate Action Plan Policy OT-1: Efficient and Alternative Fuel Vehicles. Support the expanded use of efficient and alternative fuel vehicles. • Climate Action Plan Policy OT-4: Zero Emission Vehicle Stations. Provide electric vehicle charging stations.
• Climate Action Plan Policy W-3: Recycling and Compost Efforts. Support waste diversion through composting and recycling programs.
• Climate Action Plan Policy W-4: Development Standards for Recycling and Composting. Require waste diversion and the use of recycled materials in new development.
• Climate Action Plan Policy OR-1: Lawn and Garden Equipment. Encourage the use of electrified and higher-efficiency lawn and garden equipment.

The proposed Project would be required to comply with all applicable General Plan policies, Climate Action Plan policies, and Vallejo Municipal Code requirements, as well as Title 24 of the California Code of Regulations and California Green Building Code. Therefore, construction and operation of the proposed Project would not result in the wasteful, inefficient, or unnecessary consumption of energy resources, or conflict with a plan for renewable energy or energy efficiency. The impact would be less than significant.

3.6.2 Mitigation Measures
None required.

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3.6.3 Conclusion
Although energy impacts were not discussed in the 1999 CEQA Documents or the 2005 Subsequent EIR, the proposed Project would be required to comply with all applicable General Plan policies, Climate Action Plan policies, and federal and state regulations pertaining to energy conservation. The proposed Project would not result in the wasteful, inefficient, or unnecessary consumption of energy resources, or conflict with a plan for renewable energy or energy efficiency. No new mitigation is required to reduce previously undescribed or under evaluated impacts to energy resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.7 GEOLOGY AND SOILS
1999 CEQA
Documents
CEQA Threshold
2021 CEQA
Appendix G
Checklist Question
Conclusion in
1999 CEQA
Documents
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
• Impact
resulting from
the structural
damage due to
ground
shaking from a
large
earthquake?
• Impact
resulting from
slope failure in
or adjacent to
areas of
reuse?
• Impact resulting
from the
exposure of
large number of
people to areas
with a high
potential for
liquefaction?
• Impact
resulting from
slope failure in
or adjacent to
areas of
reuse?
a) Directly or
indirectly cause
potential
substantial
adverse effects,
including the risk
of loss, injury, or
death, involving:
i) Rupture of a
known
earthquake
fault, as
delineated on
the most recent
Alquist-Priolo
Earthquake
Fault Zoning
Map issued by
the State
Geologist for
the area or
based on other
substantial
evidence of a
known fault?
Refer to
Division of
Mines and
Geology
Special
Publication 42.

LTS No No No
ii) Strong seismic
ground
shaking?
LTS/M No No No
iii) Seismic-related
ground failure,
including
liquefaction?
LTS/M No No No
iv) Landslides? LTS/M No No No
• Impacts
resulting from
erosion and
sedimentation
hazards?
b) Result in
substantial soil
erosion or the
loss of topsoil?
LTS No No No
• Impact resulting
from the
exposure of
large number of
people to areas
with a high
potential for
liquefaction?
• Impact resulting
from slope
c) Be located on a
geologic unit or
soil that is
unstable, or that
would become
unstable as a
result of the
Project, and
potentially result
in on- or off-site
landslide, lateral
LTS/M No No No

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1999 CEQA
Documents
CEQA Threshold
2021 CEQA
Appendix G
Checklist Question
Conclusion in
1999 CEQA
Documents
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
failure in or
adjacent to
areas of reuse?
spreading,
subsidence,
liquefaction, or
collapse?
--
d) Be located on
expansive soil,
as defined in
Table 18-1-B of
the Uniform
Building Code
(1994), creating
substantial direct
or indirect risks
to life or
property?

N/A LTS LTS LTS
--
e) Have soils
incapable of
adequately
supporting the
use of septic
tanks or
alternative
wastewater
disposal systems
where sewers
are not available
for the disposal
of wastewater?

N/A NI NI NI
--
f) Directly or
indirectly destroy
a unique
paleontological
resource or site
or unique
geologic
feature?

N/A LTS LTS LTS
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.7.1 Geology and Soils Discussion
Impact Analysis
a, i) The 1999 CEQA Documents generally discuss regional and local seismicity impacts and determined there are no known faults that traverse the Specific Plan area (City of Vallejo 1998).

Based on review of current data, there are still no known active faults that traverse the area, and it is not located within an Alquist-Priolo Earthquake Fault Zone (CGS 2015). Due to the lack of Alquist-Priolo fault zones within the Specific Plan area, the potential for damage to structures from rupture of a known earthquake fault is very low. Therefore, impacts would not change from those identified in the 1999 CEQA Documents, and proposed Project impacts would remain less than significant. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

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a, ii) As discussed in the 1999 CEQA Documents, the Specific Plan area is within a seismically active region, and earthquake-related ground shaking is expected to occur during the design life of the approved project (City of Vallejo 1998). The 1999 CEQA Documents determined that due to the proximity of Mare Island to major earthquake faults and the fact that a large portion of the Island is underlain by Bay Mud and fill materials, it places Mare Island among the areas in the Bay Area that are expected to experience the most intense ground shaking in response to large earthquakes on the San Andreas, Hayward, or other major regional faults (City of Vallejo 1998).

The proposed Project would be required to conform to the latest edition of the California Building Code, which includes engineering standards appropriate for buildings to withstand anticipated ground accelerations at the Project site. Additionally, the proposed Project would be required to implement Geology and Soils Mitigation Measure 2 identified in the 1999 CEQA Documents which requires earthquake vulnerability studies for proposed reuse buildings and evaluation of infrastructure links to the mainland for vulnerability to earthquakes and development of a seismic contingency plan. As such, compliance with the requirements of the California Building Code and the implementation of Geology and Soils Mitigation Measure 2 would ensure impacts remain less than significant. Impacts would not change from what was identified in the 1999 CEQA Documents, and the proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.
a, iii) The 1999 CEQA Documents determined portions of Mare Island may be susceptible to liquefaction since all areas on Mare Island, outside the line of historic uplands, are underlain with Younger Bay Mud (City of Vallejo 1998). The City’s General Plan EIR discusses that although the California Geologic Survey has not yet mapped seismic-generated liquefaction hazard zones in the Vallejo 7.5-minute quadrangle, they have performed a regional assessment of liquefaction potential in the broader San Francisco Bay Area. In that regional evaluation, much of the wetland portions of Mare Island were identified as having very high liquefaction susceptibility. However, site-specific geotechnical studies have found that many of the mapped areas in Mare Island have low susceptibility to liquefaction. Therefore, the City’s General Plan identifies Mare Island as having very low to moderate liquefaction potential (City of Vallejo 2016). The proposed Project would be required to implement Geology and Soils Mitigation Measure 3, identified in the 1999 CEQA Documents, which requires the evaluation of the foundations and design of existing structures to determine the feasibility of retrofitting these structures, and that buildings be designed to meet California Building Code requirements or be replaced if they cannot be made adequately safe. The proposed Project would be required to implement Geology and Soils Mitigation Measure 3 to reduce impacts related to ground failure and liquefaction to a less than significant level. Therefore, impacts would not change from those identified in the 1999 CEQA Documents, and proposed Project impacts would remain less than significant with mitigation. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met. a, iv) The 1999 CEQA Documents determined there is potential for landslides to occur within Reuse Area 9 and Reuse Area 10; however, impacts would be less than significant with implementation of Geology and Soils Mitigation Measure 4. The proposed Project does not involve development

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within Reuse Area 9 or Reuse Area 10, and therefore Geology and Soils Mitigation Measure 4 does not apply. The Project site and surrounding area are relatively flat and not located near a slope that would result in a landslide hazard. Therefore, the proposed Project would not be subject to seismically induced landslide hazards and no impact would occur. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met. b) The 1999 CEQA Documents determined impacts related to soil erosion and loss of topsoil would result in a less than significant impact as these activities would be required to comply with the National Pollutant Discharge Elimination (NPDES) permitting program and implement a Stormwater Pollution Prevention Plan (SWPPP). The proposed Project would involve construction and demolition activities, which could result in soil erosion and loss of topsoil. However, the proposed Project would be required to comply with the regulatory requirements of the NPDES permitting program to reduce potential impacts to a less than significant level. Therefore, impacts would not change from those identified in the 1999 CEQA Documents, and proposed Project impacts would remain less than significant. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.
c) As discussed, the Project site and surrounding area are relatively flat and not located near a slope that would result in a landslide hazard. The City’s General Plan identifies Mare Island as having very low to moderate liquefaction potential (City of Vallejo 2016). The proposed Project would be required to implement Geology and Soils Mitigation Measure 3 to ensure existing buildings are suitable for reuse or removed and that all development meets the requirements of the California Building Code. Therefore, impacts would not change from those identified in the 1999 CEQA Documents, and proposed Project impacts would remain less than significant with implementation of Geology and Soils Mitigation Measure 3. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents.

The criteria for requiring further CEQA review are not met.

Additional Information
d) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss impacts related to expansive soils. The proposed Project would be required to comply with the California Building Code and General Plan Action NBE-5.4A, which requires geotechnical studies be conducted to determine engineering measures that may be necessary to reduce risks associated with expansive soils (City of Vallejo 2016). Compliance with the requirements of the California Building Code and General Plan Action NBE-5.4A would ensure the proposed Project is located on appropriate soils and would not create substantial direct or indirect risks to life or property.

Therefore, impacts would be less than significant.
e) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss impacts related to septic tanks or alternative wastewater disposal systems. The proposed Project would connect directly to the Vallejo Flood and Waste municipal sewer and storm drain system and would not require the

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construction of septic tanks or any other alternative wastewater disposal system. No impact would occur.
f) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss impacts to paleontological resources. The City’s General Plan EIR does not identify any known paleontological resources within the City. However, as a condition of approval, in the event paleontological resources are discovered during development, the proposed Project would be required to stop all work within a 50-foot radius of the find until the discovery has been evaluated by a qualified paleontologist. As such, the proposed Project would not directly or indirectly destroy previously undiscovered paleontological resources during construction and impacts would be less than significant.

3.7.2 Mitigation Measures
The following mitigation measures from the 1999 CEQA Documents would apply to the proposed Project and would reduce impacts to a less than significant level:
• Geology and Soils Mitigation Measure 2: Conduct earthquake vulnerability studies for buildings proposed for reuse. Design construction to meet existing seismic requirements. Evaluate infrastructure links to the mainland for vulnerability to earthquakes and develop a seismic contingency plan for restoring essential services to the island.
• Geology and Soils Mitigation Measure 3: Evaluate the foundations and design of existing structures to determine whether or not retrofitting these structures would be economically feasible.

Design new structures to meet current building codes. Replace buildings that cannot be made adequately safe.

3.7.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA documents and 2005 Subsequent EIR apply to the proposed Project, and with the incorporation of existing mitigation measures, geology and soils impacts would still be mitigated to a less than significant level. No new mitigation is required to reduce previously undescribed or under evaluated geology and soils impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.8 GREENHOUSE GAS EMISSIONS
2021 CEQA Appendix G
Checklist Question
Conclusion in
1999 CEQA
Documents or
2005 Subsequent
EIR
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
a) Generate greenhouse gas
emissions, either directly or
indirectly, that may have a
significant impact on the
environment?

N/A LTS LTS LTS
b) Conflict with any applicable
plan, policy or regulation of an
agency adopted for the
purpose of reducing the
emissions of greenhouse
gases?

N/A LTS LTS LTS
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.8.1 Greenhouse Gas Emissions Discussion
In March 2010, the CEQA Guidelines were amended to address the potential environmental impact of GHG emissions. Therefore, the CEQA Guidelines did not require analysis of GHG emissions at the time the 1999 CEQA Documents and 2005 Subsequent EIR were approved. The following information is provided for informational purposes.
a, b) The proposed Project involves development of office space, multi-family residential units, a hotel, event space, food and beverage kiosks, and open space within Reuse Area 3B and Reuse Area

6. The proposed Project would also demolish 10 existing buildings within Reuse Area 1A. The proposed Project would require a density transfer of approximately 145,000 square feet within the Mixed Use land use category from Reuse Area 5 to Reuse Area 3B to facilitate development of the proposed hotel, event space, and food and beverage kiosks. In addition, 115 residential units would be transferred from Reuse Area 8 to Reuse Area 6 for the development of 373 multi-family units. The overall development program anticipated under the 2013 Specific Plan area would remain the same after the density transfer.

The City’s 2016 General Plan EIR acknowledges, the 1999 CEQA Documents and 2005 Subsequent EIR did not evaluate GHG emissions impacts since it was prepared prior to the 2010 Amendments to the CEQA Guidelines. However, the City’s General Plan EIR identifies Mitigation Measure C.2 from the 2005 Subsequent EIR, which would reduce operational phase air quality emissions, including transportation emissions, would reduce GHG emissions associated with development of the Specific Plan (City of Vallejo 2016).

As discussed in Section 3.3, Air Quality, the proposed Project would be required to implement Mitigation Measure C.2 from the 2005 Subsequent EIR to reduce operational emissions impacts. Additionally, the proposed Project would be required to comply with the Title 24 standards of the California Code of Regulations, the California Green Building Code, the BAAQMD GHG threshold requirements, and all City regulations including the policies from the

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City’s Climate Action Plan and the City’s Climate Action Plan Compliance Checklist for new Development. The following policies from the City’s Climate Action Plan would apply to the proposed project:
• Climate Action Plan Policy CG-3: Lighting. Retrofit City streetlights, outdoor lighting, and traffic signals with high-efficiency lights such as LED or induction lighting. • Climate Action Plan Policy OR-2: Construction Equipment. Reduce emission from heavyduty construction equipment by limiting idling and utilizing cleaner fuels, equipment, and vehicles.
• Climate Action Plan Policy E-2: Building Standards. Require all new development to meet the minimum California Title 24 and California Green Building Standards Code requirements, as amended, and encourage new development, remodels, and improvements to exceed the minimum requirements.
• Climate Action Plan Policy E-4: Cool Roofs and Pavements. Increase tree planting and the use of cool roofs and cool pavement materials to reduce the urban heat and island effect and corresponding energy consumption. Implement tree replacement policy for projects where tree removal is necessary.
• Climate Action Plan Policy RE-1: Renewable Energy Installations. Support the installation of small-scale renewable energy systems including solar photovoltaic, solar thermal, and wind, river current, and tidal energy conversion systems. • Climate Action Plan Policy TDM-3: Bicycle and Pedestrian Travel. Expand and link the network of pedestrian and bicycle paths and facilities through preparation of a Bicycle and Pedestrian Master Plan, with the goal of increasing the bicycle and pedestrian mode share 20 percent by 2035.
• Climate Action Plan Policy TDM-4: Parking. Revise parking requirements for new commercial and multi-family residential projects to provide bike racks for 5 percent of the building’s projected visitors within 200 feet of the building’s entrance for commercial projects.

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• Climate Action Plan Policy W-4: Development Standards for Recycling and Composting. Require waste diversion and the use of recycled materials in new development.
• Climate Action Plan Policy OR-1: Lawn and Garden Equipment. Encourage the use of electrified and higher-efficiency lawn and garden equipment.

Compliance with the Title 24 standards of the California Code of Regulations, the California Green Building Code, the BAAQMD GHG threshold requirements, applicable policies from the City’s Climate Action Plan, and the Climate Action Plan Compliance Checklist for new Development would ensure the proposed Project does not conflict with any applicable plan, policy, or regulation of an agency adopted for the purpose of reducing the emissions of greenhouse gases. The proposed Project would also implement Mitigation Measure C.2 from the 2005 Subsequent EIR to reduce operational emissions and therefore the impacts would be less than significant.

3.8.2 Mitigation Measures
The following mitigation measures from the 2005 Subsequent EIR would apply to the proposed Project:
• Mitigation Measure C.2: Incorporating the following design features would reduce traffic-related emissions:

For commercial, institutional, and industrial uses within the Mare Island Specific Plan area:
• Encourage area tenants to implement carpool/vanpool programs, e.g., carpool ride matching for employees, assistance with vanpool formation, provision of vanpool vehicles, etc. • Construct transit facilities such as bus turnouts/bus bulbs, benches, shelters, etc. • Design and locate new buildings to facilitate transit access, e.g., locate building entrances near transit stops, eliminate building setbacks, etc.
• Provide on-site shops and services, e.g., cafeteria, bank/ATM, dry cleaners, convenience market, for area employees, where feasible.
• Provide on-site child-care facilities within walking distance of area employment centers, where feasible.
• Provide shuttle service to transit stations and multimodal centers, where needed. • Provide preferential parking (e.g., near building entrances, sheltered area) for carpool and vanpool vehicles.
• Implement parking fees for single occupancy vehicle commuters. • Provide secure, weather-protected bicycle parking for area employees. • Provide showers and lockers for employees bicycling or walking to work. • Provide secure short-term bicycle parking for retail customers and other non-commute trips.

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For residential uses within the Mare Island Specific Plan area:
• Provide neighborhood-serving shops and services within one-half mile of residential areas, where feasible.
• Provide transit facilities, e.g., bus bulbs/turnouts, benches, shelters, etc. • Provide shuttle service to transit stations and multimodal centers. • Provide shuttle service to major destinations such as employment centers, shopping centers, and schools.
• Connect bicycle lanes and/pr paths in residential areas to the rest of the network on Mare Island.
• Connect pedestrian sidewalks and/or paths to adjacent land uses, transit stops, and/or citywide network.

3.8.3 Conclusion
Although GHG impacts were not discussed in the 1999 CEQA Documents or the 2005 Subsequent EIR, the proposed Project would be required to comply with the requirements of Title 24 of the California Code of Regulations, the California Green Building Code, the BAAQMD GHG threshold requirements, and all City regulations including the measures in the City’s Climate Action Plan and the Climate Action Plan Compliance Checklist for new Development. As discussed in Section 3.3, Air Quality, the proposed Project would also implement Mitigation Measure C.2 to reduce operational emissions. No new mitigation is required to reduce previously undescribed or under evaluated GHG impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.9 HAZARDS AND HAZARDOUS MATERIALS
1999 CEQA
Documents
CEQA
Threshold
2021 CEQA Appendix G
Checklist Question
Conclusion
in 1999
CEQA
Documents
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
• Result in an
increase in
hazardous
materials used,
store, and
disposed.
• Result in
demolition of
structures
containing
hazardous
building
materials.
a) Create a significant hazard to
the public or the environment
through the routine transport,
use, or disposal of hazardous
materials?
LTS No No No
b) Create a significant hazard to
the public or the environment
through reasonably
foreseeable upset and
accident conditions involving
the release of hazardous
materials into the
environment?
LTS No No No
--
c) Emit hazardous emissions or
handle hazardous or acutelyhazardous materials,
substances, or waste within
one-quarter mile of an
existing or proposed school?

N/A NI NI NI
• Releases that
result in
exposing the
public or the
environment to
hazardous
substances?
d) Be located on a site which is
included on a list of
hazardous materials sites
compiled pursuant to
Government Code Section
65962.5 and, as a result,
would it create a significant
hazard to the public or the
environment?
LTS No No No
--
e) For a Project located within
an airport land use plan or,
where such a plan has not
been adopted, within two
miles of a public airport or
public use airport, would the
Project result in a safety
hazard or excessive noise for
people residing or working in
the Project area?

N/A NI NI NI
--
f) Impair implementation of or
physically interfere with an
adopted emergency response
plan or emergency
evacuation plan?

N/A NI NI NI
--
g) Expose people or structures,
either directly or indirectly, to
a significant risk of loss,
injury, or death involving
wildland fires?

N/A NI NI NI
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

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3.9.1 Hazards and Hazardous Materials Discussion
a, b) The 1999 CEQA Documents determined the approved project would have no significant environmental impacts related to hazardous materials as activities envisioned and allowed under the Specific Plan would generate, use, store and dispose of less hazardous materials compared to when Mare Island operated as the naval shipyard. Such activities would also be subject to all applicable federal, state, and local regulations governing hazardous materials. Therefore, the 1999 CEQA Documents determined adherence to applicable regulations and management practices governing hazardous materials would reduce potentially significant impacts of development under the Specific Plan to a less than significant level (City of Vallejo 1998, 2005).

The 1999 CEQA Documents identified that demolition activities proposed for the approved project could potentially expose construction workers and the public to hazardous conditions through the disturbance of hazardous building materials, such as ACMs and LBP that may be present due to the age of the existing buildings (City of Vallejo 1998). The 1999 CEQA Documents identified that development would be required to adhere to BAAQMD Regulation 11, Rule 2: Hazardous Materials; Asbestos Demolition, Renovation and Manufacturing, which would reduce potential risks associated with demolition and renovation and impacts to a less than significant level.

The proposed Project would involve the reuse of existing Buildings 69, 71, 77, and the Coal Shed buildings; and the demolition of 10 existing buildings within Reuse Area 1A that may contain PCBs. Based on the age of Buildings 69, 71, 77, and the Coal Shed buildings, ACM and LBP may be present, and the proposed Project would be required to comply with current BAAQMD asbestos removal regulations. As discussed in Section 2.3.2, the removal of hazardous materials and demolition activities associated with the 10 buildings in Reuse Area 1A will be completed in accordance with the Demolition and Management Plan (Appendix A). The Demolition and Management Plan outlines pre-demolition surveys of each building; site mobilization; verification of utility disconnects; removal of remaining chemicals and hazardous materials; removal of ACM, LBP, and PCBs; demolition of the existing buildings; and post demolition surveys, soil sampling, and remediation of contaminated soils. The demolition and removal of hazardous materials, including ACM, LBP, and PCBs, would be removed, transported, and disposed of in accordance with federal, state, and local regulations, and the proposed Project’s Demolition and Management Plan. Therefore, proposed Project impacts would be less than significant and would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met. d) The 1999 CEQA Documents identify 24 hazardous materials sites on Mare Island, based on a 1994 Interim Site Description Report by the Navy. It also discusses hazardous materials issues on Mare Island including asbestos, PCBs, underground and aboveground storage tanks, pesticides, lead, radioactive wastes, biohazards and explosives, and describes the federal and state regulatory context that governs cleanup of hazardous materials on Mare Island (City of Vallejo 2005). Investigation and cleanup of hazardous wastes on Mare Island has been underway since the early 1980s. The 1999 CEQA Documents determined that redevelopment of Mare Island would not create any significant hazards relating to reuse of hazardous materials sites as onsite clean-up and remediation activities would be required to comply with rigorous federal and

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state requirements governing hazardous materials cleanup and siting, as well as regulatory and community oversight, Therefore, the 1999 CEQA Documents determined impacts would be less than significant.

As discussed in the 2020 Annual Review Development Agreement from May 28, 2021, the Applicant is completing onsite remediation activities throughout Mare Island. The 2020 Annual Review Development Agreement identifies Reuse Area 6 as an “Unrestricted Area with Closure,” where there are no environmental restrictions. The 2020 Annual Review Development Agreement also identifies Building 77 within Reuse Area 3B, which would be reused for office space, in a “Commercial/Industrial Area with Closure.” Portions of Reuse Area 3B, where the hotel and open space uses would be located are within an area that the 2020 Annual Review Development Agreement identifies as “Commercial/Industrial Areas without Closure.” The 2020 Annual Review Development Agreement does not identify Buildings 69, 71, or the Coal Shed buildings within Reuse Area 3B as requiring remediation. Furthermore, based on review of the State Water Resources Control Board (SWRCB) Geotracker database, previous clean-up activities have occurred for Buildings 69, 71, 77, and the Coal Shed buildings, and all cases are closed (SWRCB 2021).

The proposed Project involves the demolition of 10 existing buildings that may contain PCBs within Reuse Area 1A. As discussed, the demolition of these structures would be completed in accordance with Cal/OSHA, BAAQMD 11-2-401.3, and City regulations as required by the Demolition and Management Plan. The Demolition and Management Plan was updated on August 12, 2021 to comply with current regulations and is included as Appendix A. As discussed in Section 2.3.2, the Demolition and Management Plan will involve the following activities:
• Pre-demolition survey of each building
• Pre-construction activities and site mobilization
• Verification of utility disconnects and isolations by others • Removal of remaining chemicals and hazardous materials, if any • Removal of ACM, LBP, and PCBs mitigation, as necessary • Demolition of existing buildings
• Management and/or removal of demolition debris and material. • Post-demolition soil sampling and remediation of contaminated soils Following demolition of the 10 structures within Reuse Area 1A, the Applicant would conduct post-demolition soil sampling and remediate contaminated soils to appropriate residential levels as required by the City, San Francisco Bay RWQCB, and DTSC.

As discussed in Section 2.3.3, the DDA also requires the proposed Project to complete site remediation and clean-up activities where Building 571 was previously located in Reuse Area 1A (Figure 2). The site remediation activities would involve the excavation and removal of up to 4,000 cubic yards of soil and up to 93 truck trips to dispose contaminated soils off-site. The 1999 CEQA Documents and 2005 Subsequent EIR identified that all site remediation activities that occur within the Specific Plan area would be completed in accordance with the requirements of a

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remedial action workplan, and areas that are planned for residential development would be remediated to acceptable residential standards in compliance with the applicable federal, state, and local requirements of the San Francisco Bay RWQCB, Cal/EPA, Cal/OSHA, DTSC, and the City. Compliance with applicable federal, state, and local regulations governing the removal, transportation, disposal, and remediation of soils from the site would ensure the proposed Project would not create a significant hazard to the public or the environment, and the impact would be less than significant. Therefore, the proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

Additional Information
c) The 1999 CEQA Documents and 2005 Subsequent EIR did not evaluate potential impacts to educational facilities located within 0.25-mile of the Project site. There is one elementary school located on Mare Island, the Mare Island Health and Fitness Academy, and one higher education facility, the Touro University California School of Nursing. The proposed Project does not involve the development of uses that would emit hazardous materials, substances, or waste during operation. Hazardous materials usage during the operational process would be limited to those typically found during activities associated with offices, retail, residential, and open space maintenance such as, but not limited to, pesticides, fertilizer, oils, household chemicals, and paints.

The use of heavy equipment and activities involving hazardous materials would be limited to the construction phase and remediation activities, which would be confined to construction areas and within existing roadways. The demolition and remediation activities would result in the removal, transportation, handling, and disposal of hazardous materials. However, the proposed Project would be required to comply with current federal, state, and local regulations. Therefore, the proposed Project would not emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within 0.25-mile of a school and the impact would be less than significant.
e) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss impacts related to airport land use hazards. However, the Specific Plan area is not located within an airport land use plan or located within 2 miles of a public airport. The closest public airport is the Napa County Airport, located approximately 7.5 miles north of Mare Island. Therefore, the proposed Project would not result in a safety hazard or excessive noise for people residing or working in the Project area. No impact would occur.
f, g) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss impacts related to fire hazards. Based on review of Fire Hazard Severity Zone maps developed by California Department of Forestry and Fire Protection (CALFIRE), the Specific Plan area is not located within a state responsibility area or a very high fire hazard severity zone (CALFIRE 2007). The U.S. Forest Service Wildfire Hazard Potential Map shows the Project site is within a developed area classified as “non-burnable” (USFS 2020). The City’s Emergency Operations Plan and Local Hazard Mitigation Plan do not identify specific evacuation routes as they are determined based on the type and location of the event (City of Vallejo 2015). However, the proposed Project would not result in the permanent modification to the surrounding roadway network which may impair the City’s

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Emergency Operations Plan or Local Hazard Mitigation Plan. Road closures are also not expected to be required for construction of the proposed Project. If determined road closures are needed, the proposed Project would be required to comply with the City’s Traffic Control Plan Requirements to ensure it does not interfere with any adopted emergency plans or evacuation routes. Therefore, the proposed Project would not physically interfere with an adopted emergency response plan or emergency evacuation plan, or expose people or structures to wildland fires. The impact would be less than significant.

3.9.2 Mitigation Measures
None required.

3.9.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA Documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA Documents and 2005 Subsequent EIR apply to the proposed Project and would result in less than significant impacts. No new mitigation is required to reduce previously undescribed or under evaluated hazard impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.10 HYDROLOGY AND WATER QUALITY
1999 CEQA
Documents CEQA
Threshold
2021 CEQA
Appendix G
Checklist Question
Conclusion in
1999 CEQA
Documents
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
• Result in increased
erosion/sedimentation
into Mare Island
Straight which would
cause impacts to
water resources?
a) Violate any water
quality standards
or waste
discharge
requirements or
otherwise
substantially
degrade surface
or groundwater
quality?
LTS/M No No No
• Alteration to
groundwater quality or
increase in use of
groundwater?
b) Substantially
decrease
groundwater
supplies or
interfere
substantially with
groundwater
recharge such that
that the project
may impede
sustainable
groundwater
management of
the basin?
NI No No No
• Result in increased
erosion/sedimentation
into Mare Island
Straight which would
cause impacts to
water resources?
• Result in increased
stormwater runoff.
• Result in stormwater
system being unable
to handle runoff.
c) Substantially alter
the existing
drainage pattern
of the site or area,
including through
the alteration of
the course of a
stream or river or
through the
addition of
impervious
surfaces, in a
manner which
would:
i) Result in
substantial
erosion or siltation
on- or offsite;
LTS/M No No No
ii) Substantially
increase the rate
or amount of
surface runoff in a
manner which
would result in
flooding on- or
offsite;
LTS No No No
iii) Create or
contribute runoff
water which would
exceed the
capacity of
LTS No No No

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1999 CEQA
Documents CEQA
Threshold
2021 CEQA
Appendix G
Checklist Question
Conclusion in
1999 CEQA
Documents
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
existing or
planned
stormwater
drainage systems
or provide
substantial
additional sources
of polluted runoff
iv) Impede or redirect
flood flows LTS No No No
• Exposure of Mare
Island occupants to
flood hazards?
d) In flood hazard,
tsunami, or
seiche zones,
risk release of
pollutants due to
project
inundation?
LTS/M No No No
--
e) Conflict with or
obstruct
implementation
of a water quality
control plan or
sustainable
groundwater
management
plan?

N/A LTS/M LTS/M LTS/M
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.10.1 Hydrology and Water Quality Discussion
a, c) The 1999 CEQA Documents determined grading, demolition, and construction activities could result in erosion and sedimentation of Mare Island Strait; however, impacts would be reduced to a less than significant level with implementation of a SWPPP as required by Water Resources Mitigation Measure 1 (City of Vallejo 1998). As discussed in the 1999 CEQA Documents, the SWPPP would be prepared in accordance with the current NPDES construction permit requirements and would require a spill control and countermeasure plan to reduce potential impacts from spills and other accidental emissions of pollutants that could enter and contaminate the surrounding water bodies resulting from construction of the approved project.

In addition to temporary construction impacts related to water quality, the 1999 CEQA Documents determined that operation of the approved project could result in increased runoff that could affect the existing storm drain system. The 1999 CEQA Documents identified that the Specific Plan includes a Capital Improvement Program which requires improvements to the storm drain system so Mare Island would be able to adequately handle runoff from new development sites. Therefore, the 1999 CEQA Documents determined that the implementation of the Mare Island Specific Plan Capital Improvement Program would ensure the approved project would not impact stormwater, and impacts would be less than significant (City of Vallejo 1998).

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The proposed Project would involve grading, demolition, and construction activities that could lead to potential water quality impacts. Additionally, delivery, handling, and storage of construction materials and waste, as well as use of construction equipment on site could introduce a risk of stormwater contamination if these materials are not appropriately stored and handled, thus potentially further impact water quality during construction activities. The proposed Project would be required to implement Water Resources Mitigation Measure 1 to reduce water quality impacts during construction. Implementation of Water Resources Mitigation Measure 1 would include compliance with the State General Construction NPDES permit and implementation of a SWPPP, which includes best management practices (BMPs) to limit the discharge of sediment and non-stormwater discharges from the site. The current NPDES regulations are more stringent than those required at the time of the 1999 CEQA Documents and would minimize the amount of stormwater runoff from the proposed Project. The City also requires submittal of a Grading and Erosion Control Plan with a building permit application that identifies the location of hydrodynamic devices, or other BMPs, to remove pollutants from onsite stormwater runoff. The proposed Project would be required to implement the requirements of the Grading and Erosion Control Plan and BMPs as a standard condition of approval. Therefore, implementation of Water Resources Mitigation Measure 1 and the Grading and Erosion Control Plan would ensure that potential water quality impacts from construction of the proposed Project are reduced to a less than significant level.

Operation of the proposed Project would increase impervious surface area and could generate a new source of water pollution. Projects that involve the creation and/or replacement of more than 10,000 square feet of impervious surfaces would trigger the implementation of source control measures and site design measures to address stormwater runoff, as per the C.3 provisions of the Municipal Regional Stormwater Permit (MRP). In addition, stormwater treatment measures are required to contain site runoff using specific numeric sizing criteria based on volume and flow rate.

Implementation of the required C.3 provisions of the MRP for stormwater runoff rates and volumes from redevelopment sites are typically less than the rates and volumes under existing conditions. All detention or stormwater treatment facilities would be designed to the standards of the MRP and the City. Therefore, compliance with the C.3 provisions of the MRP would ensure operation of the proposed Project would have a less than significant impact on water quality. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met. b) The 1999 CEQA Documents determined the approved project would not alter groundwater quality or increase use of groundwater. Water supplied to Vallejo from the Vallejo Water Department is currently 100 percent surface water supplies provided by five sources: State Water Project, Vallejo Permit Water, Solano Project Water, Lakes Frey and Madigan, and Lake Curry. The City has no intention to seek or investigate groundwater supply for future demand.

The proposed Project would connect to the City’s existing water system and would not require the use of groundwater. The City’s 2020 Urban Water Management Plan (UWMP) was adopted on October 12, 2021, and addresses the City’s water management planning efforts to assure adequate water supplies would meet forecasted demands over the next 25 years. The 2020 UWMP includes water supply and demand projections for the City from 2020 through 2045 during normal, single dry, and five consecutive dry years. The 2020 UWMP determined there is adequate supply to meet the

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City’s projected water demand from 2020 through 2045 during normal, single dry, and five consecutive dry years. The projections are based on existing and planned development under the City’s General Plan, which includes redevelopment of Mare Island. As discussed in the 2020 UWMP, redevelopment of Mare Island is on-going. However, the 2020 UWMP accounted for Mare Island’s water demand projections as planned under the 2013 Specific Plan. The proposed Project would be consistent with the residential, office, and commercial uses planned under the 2013 Specific Plan.

While the proposed Project would require density transfers for the proposed multi-family and hotel uses, the overall development program would remain consistent with the 2013 Specific Plan and the development program analyzed in the 2005 Subsequent EIR. Therefore, the proposed Project would be within the City’s water demand projections identified in the 2020 UWMP and there would be adequate water supplies available for the proposed Project during normal, single dry, and five consecutive dry years.

The proposed Project would involve the redevelopment of existing sites within Reuse Area 3B and Reuse Area 6, which would not result in a substantial increase in impervious surfaces that would affect groundwater recharge or quality. The proposed Project would be required to implement site design measures to maximize infiltration, provide retention or detention, slow runoff, and minimize impervious land coverage, as per the C.3 provisions of the MRP. Therefore, the proposed Project would have a less than significant impact on groundwater supplies and groundwater recharge. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met. d) According to the 1999 CEQA Documents, Reuse Areas 1, 3, 4, 5, and 10 are within the 100-year flood hazard zone and could expose occupants within these areas to flood hazards (City of Vallejo 1998). The 1999 CEQA Documents require implementation of Water Resources Mitigation Measures 2a and 2b to reduce potential flooding impacts within these Reuse Areas to a less than significant level.

The proposed Project involves new development and redevelopment within Reuse Area 3B and Reuse Area 6. Additionally, the proposed Project involves the demolition of 10 existing buildings within Reuse Area 1A. There are no enclosed bodies of water in the vicinity of Mare Island that would cause seiches and increase the risk for release of pollutants due to inundation (City of Vallejo 2016). Reuse Area 3B and Reuse Area 6 are not located within a Federal Emergency Management Act (FEMA) flood zone or tsunami evacuation zone. However, Reuse Area 1A is within a 100-year flood hazard zone and tsunami evacuation zone (FEMA 2021, City of Vallejo 2016). The proposed Project would be required to implement Water Resources Mitigation Measures 2a and 2b and raise the elevation of Reuse Area 1A above 10 feet mean sea level so that future development is not located within a 100-year flood hazard zone or subject to flooding. Therefore, the proposed Project would not place development within a flood hazard, seiche, or tsunami hazard zone, and impacts would be less than significant with the implementation of Water Resources Mitigation Measures 2a and 2b. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

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Additional Information
e) The 1999 CEQA Documents and 2005 Subsequent EIR did not evaluate whether the approved project would conflict with or obstruct the implementation of a water quality control plan or sustainable groundwater management plan as this impact question was not included in the CEQA Appendix G checklist at the time. Mare Island is within the Napa-Sonoma Lowlands Sub-basin, which the state has designated a very-low priority basin and is not subject to the requirements of the Sustainable Groundwater Management Act (DWR 2021). Therefore, the proposed project would not conflict with a sustainable groundwater management plan.

As discussed, the City’s water supplies are 100 percent acquired from surface water supplies, and the City has no intention to seek or investigate groundwater supply for future demand. The City’s 2020 UWMP determined there is adequate supply to meet the City’s projected water demand from 2020 through 2045 during normal, single dry, and five consecutive dry years. The projections are based on existing and planned development under the City’s General Plan, which includes redevelopment of Mare Island as planned in the 2013 Specific Plan. The proposed Project would be consistent with the residential, office, and commercial uses planned in the 2013 Specific Plan. While the proposed Project would require density transfers for the proposed multi-family and hotel uses, the overall development program would remain consistent with the 2013 Specific Plan. Therefore, the proposed Project would be within the water demand projections determined in the 2020 UWMP and there would be adequate water supplies available for the proposed Project during normal, single dry, and five consecutive dry years.

The proposed project is required to comply with the policies and objectives of the Water Quality Control Plan for the San Francisco Bay Basin. The proposed Project would implement Water Resources Mitigation Measure 1, which requires compliance with the State General Construction NPDES permit and implementation of a SWPPP that includes BMPs to limit the discharge of sediment and non-stormwater discharges from the site. The SWPPP would be implemented during construction and would incorporate BMPs that meet the requirements of the Water Quality Control Plan for the San Francisco Bay Basin. Additionally, the City requires submittal of a Grading and Erosion Control Plan with a building permit application that identifies hydrodynamic devices, or other BMPs, to remove pollutants from stormwater runoff. The proposed Project would be required to implement the requirements of the Grading and Erosion Control Plan and BMPs as a standard condition of approval. Therefore, the proposed Project would not conflict with a water quality control plan, and the impact would be less than significant with implementation of Water Resources Mitigation Measure 1.

3.10.2 Mitigation Measures
The following mitigation measures from the 1999 CEQA Documents would apply to the proposed Project and would reduce impacts to a less than significant level:
• Water Resources Mitigation Measure 1: Develop erosion control plans consistent with the SWPPP prior to any site clearing or grading. Where necessary, install erosion control structures (i.e., silt fences and hay bales) prior to the start of the rainy season (October 15) to remain through the end of

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the season (April 15). Include a BMP program for stormwater collection as part of the reuse project.

Focus the BMP program on containing and controlling land use activities to prevent the generation of pollutants that might affect water quality; preventing and controlling stormwater runoff; and retaining and treating runoff onsite before it infiltrates the groundwater or is released into the bay. Where appropriate, give non-structural BMPs preference over structural BMPs. Use management measures and practices in the BMP program identified by the U.S. Environmental Protection Agency in the Guidance Specifying Management Measures for Sources of Nonpoint Pollution in Coastal Waters and the California Stormwater Best Management Practice Handbook. Develop the BMP program to be consistent with the requirements of the SWRCB and the Regional Water Quality Control Board. • Water Resources Mitigation Measure 2a: Protect any new development at sites below 10 feet mean sea level from flooding by raising the base level of the site to a minimum of 10 feet mean sea level. In addition, any new development shall comply fully with the City's Flood Protection Ordinance.

All 100-year floodplains on the site shall be mapped by FEMA as part of the Flood Insurance Rate Map process. Rights of way for levees protecting inland areas from tidal flooding shall be sufficiently wide on the upland side to allow for future levee widening to support additional height so that no fill for levee widening is placed in the bay.
• Water Resources Mitigation Measure 2b. Locate new development in previously undeveloped areas outside of the 100-year flood zone unless measures are taken to raise these areas above the 100- year flood zone.

3.10.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA documents and 2005 Subsequent EIR apply to the proposed Project, and with the incorporation of existing mitigation measures, impacts to hydrology and water quality would still be mitigated to a less than significant level. No new mitigation is required to reduce previously undescribed or under evaluated hydrology and water quality impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.11 LAND USE AND PLANNING
2005
Subsequent

EIR CEQA
Threshold
2021 CEQA Appendix
G Checklist Question
Conclusion in
2005
Subsequent
EIR
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
• Physically
divide an
established
community?
a) Physically divide an
established
community?
LTS No No No
• Cause a
significant
environmental
impact due to
a conflict with
any land use
plan, policy,
or regulation
adopted for
the purpose
of avoiding or
mitigating an
environmental
effect?
b) Cause a significant
environmental
impact due to a
conflict with any
land use plan,
policy, or regulation
adopted for the
purpose of avoiding
or mitigating an
environmental
effect?
LTS No No No

3.11.1 Land Use and Planning Discussion
a) The 1999 CEQA documents evaluated potential land use impacts as it related to construction of the southern crossing bridge, residential and retail development adjacent to the proposed regional park, relocation of the rifle range, and redevelopment activities interfering with removal of dredge slurry pipelines. The 1999 CEQA documents determined these potential impacts would be less than significant with implementation of Land Use Mitigation Measure 1, Mitigation Measure 2, Mitigation Measure 3, and Mitigation Measure 4. The 1999 CEQA documents also identified Land Use Mitigation Measure 5 to reduce impacts from construction of the southern crossing bridge; however, the 1999 CEQA Documents determined construction of the southern crossing bridge would alter existing land use patterns and would result in a significant and unavoidable impact. Construction of the southern crossing bridge is no longer a component of the 2013 Specific Plan; therefore, Land Use Mitigation Measure 3 and Mitigation Measure 5 no longer apply, and the significant unavoidable impact is eliminated. The 2013 Specific Plan also no longer includes relocation of the rifle range, eliminating Land Use Mitigation Measure 2. The proposed Project does not involve development adjacent to Reuse Area 9, which would interfere with the regional park. The proposed Project also does not involve development that would interfere with the removal of dredge slurry pipelines, and therefore Land Use Mitigation Measure 2 and Mitigation Measure 3 would not apply.

The 2005 Subsequent EIR determined the approved project would not physically divide an established community because the intent of the Specific Plan is to create a vibrant civilian employment center and balanced new neighborhood for the City (City of Vallejo 2005). The proposed Project involves the redevelopment of the Connolly Street Corridor which would include 373 multifamily units, approximately 29,000 square feet of office space, a 200-room hotel with event space and food and beverage kiosks, and approximately 194,000 square feet (4.45 acres) of open space

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consisting of a waterfront promenade, event lawn, children’s playground, and a dog park. Additionally, the proposed Project would involve the demolition of 10 existing buildings within Reuse Area 1A.

The redevelopment of the Connolly Street Corridor and demolition of 10 buildings within Reuse Area 1A are part of the DDA for NMI. The proposed Project would occur within Mare Island, which is an established Specific Plan area and planned for redevelopment with residential, commercial, office, and recreation uses. The proposed Project would redevelop Reuse Area 3B and Reuse Area 6 with uses that are consistent with the 2013 Specific Plan and have been analyzed in the 2005 Subsequent EIR. The proposed Project would involve the density transfer of 115 units from Reuse Area 8 to Reuse Area 6 for development of 373 multi-family units. It also involves the density transfer of approximately 145,000 square feet from Reuse Area 5 to Reuse Area 3B for the proposed hotel, event space, and food and beverage kiosks. The overall development program for the 2013 Specific Plan would remain the same after the density transfers, and therefore the proposed Project would be consistent with the development program analyzed in the 2005 Subsequent EIR. The proposed Project would occur within the Specific Plan area, and would not involve the construction of new roadways or infrastructure beyond those that have already been identified as part of the approved project in the 2005 Subsequent EIR. Therefore, the proposed Project would not physically divide an established community, and the impact would be less than significant. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR and no new mitigation measures would be required. The criteria for requiring further CEQA review are not met.
b) The 1999 CEQA Documents did not address whether the approved project would conflict with any applicable land use plan, policy, or regulation. However, the 2005 Subsequent EIR determined the approved project would not conflict with any applicable land use plan, policy, or regulation because development would occur within a master-planned mixed use development that was approved by the City in 1994. The proposed Project would occur within the Specific Plan area as evaluated in the 2005 Subsequent EIR, and would be consistent with the uses planned for the approved project under the 2013 Specific Plan. The proposed Project involves development of office space, multi-family residential units, a hotel, and open space uses within Reuse Area 3B and Reuse Area 6. The proposed Project would also demolish 10 existing buildings within Reuse Area 1A. The Project is proposing a density transfer of 115 units from Reuse Area 8 to Reuse Area 6 for development of 373 multi-family units. It also involves the density transfer of approximately 145,000 square feet from Reuse Area 5 to Reuse Area 3B for the proposed hotel, event space, and food and beverage kiosks.

The proposed office and open space uses would be within the allowable development parameters for Reuse Area 3B, and therefore a density transfer is not required for these uses.

As discussed in Section 2.2, Mare Island Specific Plan Criteria for Density Transfer, the development program for the 2013 Specific Plan may vary by a maximum of 20 percent. This variation may consist of a change of use within a Reuse Area or transfer of development square footage to another Reuse Area. The 2013 Specific Plan limits density transfers to the major land use categories, and does not have specific criterion on how the density transfer should be allocated within land use subcategories such as those identified under the Mixed Use category. The transfer of 115 units from Reuse Area 8 to Reuse Area 6 would result in a density transfer just below 20 percent. After density transfer, Reuse Area 8 would be limited to 490 residential units. To accommodate development of the hotel, the

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proposed Project would transfer approximately 17 percent (145,000 square feet) of the development square footage from Reuse Area 5’s Mixed Use (light industrial) category to Reuse Area 3B’s Mixed Use (retail commercial) category. After the density transfer, the total development for the Mixed Use category in Reuse Area 3B would increase by 9.8 percent from approximately 1,475,838 to 1,620,838 square feet. The total development for the Mixed Use category in Reuse Area 5 would decrease from approximately 853,499 to 708,499 square feet. As discussed, the overall development program for the 2013 Specific Plan would remain the same after the density transfers and the proposed Project would be consistent with the development program analyzed in the 2005 Subsequent EIR.

The proposed Project would also be consistent with the existing General Plan land use designation and zoning for Reuse Area 3B and Reuse Area 6. Reuse Area 6 is designated Residential MediumDensity and Residential High Density, and zoned Mixed Use Planned Development. The 2013 Specific Plan identifies Reuse Area 6 to be primarily residential and would provide a range of housing types, including high density townhomes, medium density detached homes, and low density duplexes. Therefore, the proposed multi-family residential units would be consistent with the existing land use and zoning for Reuse Area 6. The proposed office space, hotel, event space, food and beverage kiosks, and open space uses would be within a portion of Reuse Area 3B designated Mixed Use and zoned Mixed Use Planned Development. Office and open space uses are allowed within the Mixed Use land use and zoning. The hotel, event space, and food and beverage kiosks would be allowed within the Mixed Use land use and zoning with the approval of a CUP.

The proposed Project would develop uses that are consistent with the intent and policies of the 2013 Specific Plan and the City’s General Plan to provide interim and long-term regional recreational, employment, and housing opportunities (City of Vallejo 2016). The proposed Project would be subject to the City’s Development Review process, including Design Review, to ensure all structures are compatible with surrounding land uses and consistent with the Urban Design policies, Architectural Design Guidelines, and the Mare Island Historic District Design Guidelines. Additionally, the proposed Project would be subject to meet the other obligations of the DDA. The obligations of the DDA are outlined in Section 2.3.3, Other Obligations of the Disposition and Development Agreement, and are on-going separately from the proposed Project. Therefore, the proposed Project would not conflict with any land use plan, policy, or regulation, and the impact would be less than significant. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.

Additional Information
There is no additional information pertaining to land use.

3.11.2 Mitigation Measures
None required.

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3.11.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA Documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA Documents and 2005 Subsequent EIR apply to the proposed Project and would result in less than significant impacts. No new mitigation is required to reduce previously undescribed or under evaluated hazard impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.12 MINERAL RESOURCES
2021 CEQA Appendix G
Checklist Question
Conclusion in
1999 CEQA
Documents or
2005 Subsequent
EIR
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
a) Result in the loss of
availability of a known mineral
resource that would be of
value to the region and the
residents of the state?

N/A NI NI NI
b) Result in the loss of
availability of a locally
important mineral resource
recovery site delineated on a
local general plan, specific
plan, or other land use plan?

N/A NI NI NI
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.12.1 Mineral Resources Discussion
The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss mineral resources because the Specific Plan area does not contain any known important mineral resources (City of Vallejo 2005). The following is provided for informational purposes.
a, b) The California Geological Survey classifies lands into Aggregate and Mineral Resource Zones (MRZ) based on guidelines adopted by the California State Mining and Geology Board, as mandated by the Surface and Mining Reclamation Act of 1977. These MRZs identify whether known or inferred significant mineral resources are present in an area. Local governments are required to incorporate identified MRZs delineated by the state into their general plans. The DOC’s Mineral Land Classification Map classifies the Project site within MRZ-1, which are areas where available geologic information indicates little likelihood exists for the presence of significant mineral resources (DOC 1982). No mineral extraction activities exist within the Specific Plan area, and mineral extraction is not included as part of the proposed Project. Furthermore, Reuse Area 3B and Reuse Area 6 are zoned Mixed Use Planned Development and Resource Conservation, respectively and do not allow mineral extraction uses. The Project site does not contain any known important mineral resources and would be consistent with the determination in the 1999 CEQA Documents and 2005 Subsequent EIR. Therefore, the proposed Project would not result in the loss of availability of a known mineral resource or mineral resource recovery site and no impact would occur.

3.12.2 Mitigation Measures
None required.

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3.12.3 Conclusion
Although impacts to mineral resources were not discussed in the 1999 CEQA Documents or the 2005 Subsequent EIR, the Project site is within MRZ-1 and does not contain any known mineral resources.

Therefore, the proposed Project would not result in the loss of availability of a known mineral resource or mineral resource recovery site. No new mitigation is required to reduce previously undescribed or under evaluated mineral resource impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.13 NOISE
2005 Subsequent

EIR CEQA
Threshold
2021 CEQA
Appendix G
Checklist
Question
Conclusion in
2005
Subsequent
EIR
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
• Result in
demolition and
construction
related noise
impacts?
• Result in
noise/land use
compatibility
conflicts?
• Result in traffic
generated noise
impacts?
• Result in traffic
related noise
increases at
locations near
sensitive
receptors?
a) Generation of
substantial
temporary or
permanent
increase in
ambient noise
levels in the
vicinity if the
project in
excess of
standards
established in
the local
general plan or
noise
ordinance, or
applicable
standards of
other
agencies?
SU No No No
--
b) Generation of
excessive
groundborne
vibration or
groundborne
noise levels?

N/A LTS LTS LTS
--
c) For a project
within the
vicinity of a
private airstrip
or airport land
use plan, or
where such a
plan has not
been adopted,
within two
miles of a
public airport
or public use
airport, would
the project
expose people
be residing or
working in the
project area to
excessive
noise levels?

N/A NI NI NI
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

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3.13.1 Noise Discussion
Impact Analysis
a) Construction Noise
The 1999 CEQA Documents identified noise sources on Mare Island, described applicable state noise levels and land use compatibility guidelines, and cited City General Plan policies relating to noise. The 1999 CEQA Documents identified the following significant impacts relating to noise:
temporary noise impacts from demolition and construction activities; temporary noise impacts from construction of the southern crossing bridge; noise/land use compatibility conflicts from relocation of the rifle range to the proposed regional park and from industrial operations; and traffic noise. The 1999 CEQA Documents identify mitigation measures that would reduce these impacts to less than significant levels. The 2005 Subsequent EIR incorporated all mitigation measures identified in the 1999 CEQA Documents, except for the mitigation measures related to the southern crossing bridge and rifle range as these uses are no longer included in the 2013 Specific Plan.

With regards to construction noise, the 2005 Subsequent EIR determined that the types of construction and equipment would be the same as described in the 1999 CEQA Documents. The 2005 Subsequent EIR identified that the “normally acceptable” 60 Ldn level for residences could be exceeded by short-term construction activities if they are within 800 feet of the construction site. If pile driving is used at construction sites, then sensitive land uses within 2,000 feet of the activity would be temporarily disturbed (City of Vallejo 2005). However, the 2005 Subsequent EIR determined such impacts would be less than significant with the implementation of mitigation measures from the 1999 CEQA Documents, which are included in the 2005 Subsequent EIR as Mitigation Measure D.1.

Mitigation Measure D.1 requires construction activities to be limited to normal daytime hours (7 AM to 6 PM), Monday through Saturday, with no construction on Sundays or federal holidays unless approved by the Chief Building Official.

The proposed Project would be consistent with the reuse, redevelopment, and demolition activities that are anticipated for the approved project under the 2013 Specific Plan and analyzed in the 2005 Subsequent EIR. Therefore, as with the approved project, the proposed Project would be required to implement Mitigation Measure D.1, and limit construction and demolition activities to normal daytime work hours as set forth by the Vallejo Municipal Code and General Plan Action NBE-5.13C, which restricts allowable hours between 7 AM and 7 PM on weekdays for construction, demolition, maintenance, and loading/unloading activities that may impact noise-sensitive land uses. With the implementation of Mitigation Measure D.1 and compliance with General Plan Action NBE-5.13C, construction noise levels would be less than significant. As such, the proposed Project would be consistent with the 2005 Subsequent EIR and would result in a less than significant impact with mitigation. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.

Noise/Land Use Compatibility Conflicts
As discussed in the 2005 Subsequent EIR, the 1999 CEQA Documents determined industrial operations could generate noise levels incompatible with adjacent noise-sensitive land uses (City of

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Vallejo 2005). However, noise from industrial operations would be reduced to a less than significant level with implementation of Mitigation Measures D.4a and D.4b. The proposed Project does not involve development of an industrial use, and therefore Mitigation Measures D.4a and D.4b which address industrial uses do not apply. The proposed Project would have no impact related to noise from industrial operations. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.

Traffic Noise Level Impacts on the Project
The 1999 CEQA Documents determined development of the approved project would cause incremental increases in traffic noise along most on-island roadways and would result in noise levels that exceed Vallejo’s noise criteria. Since the City’s traffic information was updated from the time the 1999 CEQA Documents were prepared, the 2005 Subsequent EIR included an updated analysis related to traffic noise.

The 2005 Subsequent EIR determined on-island and off-island noise-sensitive land uses along major roadways would be most likely to experience a substantial traffic noise increase from the traffic attracted to uses on Mare Island. New residences under construction and planned within Reuse Areas 2A, 3B, 4, 6, and 8; educational land uses; recreation areas; and off-island neighborhoods along major access routes could be adversely affected by increased traffic noise. However, the 2005 Subsequent EIR identifies Mitigation Measures D.5.a, D.5.b, D.5.c, D.5.d.1, and D.5.d.2, which would reduce traffic noise levels on residential uses to a less than significant level. These mitigation measures would require the proposed Project to use roadway designs and traffic controls that discourage high volumes and speeds along Azuar Drive (Mitigation Measure D.5a), prepare a detailed acoustical study (Mitigation Measure D.5b), implement noise insultation features as required in Title 24 of the California Code of Regulations (Mitigation Measure D.5c), prepare a noise insulation strategy for residential development adjacent to the Mare Island Causeway (Mitigation Measure D.5.d.1), and pay for funding of acoustical studies and window replacement for residential uses along Tennessee Street (Mitigation Measure D.5.d.2).

The 2005 Subsequent EIR also analyzed impacts of off-island traffic noise and determined buildout of the approved project would result in a significant cumulative impact due to increased traffic on offisland roadways. The 2005 Subsequent EIR did not identify any mitigation measures for cumulative impacts and determined the cumulative impact would result in a significant and unavoidable impact.

The proposed Project involves the development of 373 multi-family units, approximately 29,000 square feet of office space, a 200-room hotel, event space, food and beverage kiosks, and approximately 194,000 square feet (4.45 acres) of open space consisting of a waterfront promenade, event lawn, children’s playground, and a dog park. As discussed in Section 3.17, Transportation, the Transportation Assessment prepared by Fehr & Peers (Appendix B) determined the proposed project would not generate more traffic than previously evaluated in the 2005 Subsequent EIR. Therefore, the proposed Project would not generate a greater traffic noise impact than identified in the 2005 Subsequent EIR. The proposed Project would involve development of multi-family residential units within Reuse Area 6, which could be affected by increased traffic noise as discussed in the 2005

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Subsequent EIR. Therefore, the proposed Project would be required to implement Mitigation Measures D.5.a, D.5.b, and D.5.c to reduce traffic noise impacts on residential uses to a less than significant level. The implementation of these mitigation measures would require the proposed Project to provide roadway designs and traffic controls that discourage high volumes and speeds along Azuar Drive, prepare a detailed acoustical study for operation, and implement noise insulation features as required in Title 24 of the California Code of Regulations. The proposed Project does not involve construction of residential development adjacent to the Mare Island Causeway or along Tennessee Street; therefore, Mitigation Measures D.5.d.1, and D.5.d.2 from the 2005 Subsequent EIR would not apply. As such, the proposed Project’s traffic noise impacts would have a less than significant impact with the implementation of Mitigation Measures D.5.a, D.5.b, and D.5.c. The proposed Project would be consistent with the 2005 Subsequent EIR and would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.

Additional Information
b) The impact of groundborne vibration was not discussed in the 1999 CEQA Documents or 2005 Subsequent EIR. Groundborne vibration from the proposed Project would be limited to construction activities. The proposed Project would be required to comply with General Plan Policy NBE-5.14 and Section 16.502.08 of the Vallejo Municipal Code, which requires that vibration generated by development does not affect the quality of life in the community or is discernable from the property line of the lot on which the use is located (City of Vallejo 2017, 2021a). Therefore, compliance with General Plan Policy NBE-5.14 and Section 16.502.08 of the Vallejo Municipal Code would ensure construction activities do not expose surrounding land uses to excessive vibration levels and therefore a less than significant impact would occur.
c) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss impacts related to airport land use hazards. However, the Specific Plan area is not located within an airport land use plan or located within 2 miles of a public airport. The closest public airport is the Napa County Airport, located approximately 7.5 miles north of Mare Island. Therefore, the proposed Project would not expose people residing or working in the area to excessive noise levels and no impact would occur.

3.13.2 Mitigation Measures
The following mitigation measures from the 2005 Subsequent EIR would apply to the proposed Project and would reduce impacts to a less than significant level :
• Mitigation Measure D.1: Limit construction activities to normal daytime hours (7 AM to 6 PM), Monday through Saturday, with no construction on Sundays or federal holidays unless approved by the Chief Building Official.
• Mitigation Measure D.5.a: Use roadway designs and traffic controls to discourage high traffic volumes and speeds along Azuar Drive south of G Street, and establish a heavy truck prohibition on Azuar Drive south of G Street, on Walnut Avenue between Kansas Street and G Street, and on Flagship Drive.

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• Mitigation Measure D.5.b: Establish a noise monitoring program to provide for biennial noise measurements along the residential portions of Azuar Drive and Walnut Avenue taken in conjunction with traffic counts; a detailed acoustical study prepared by an appropriately qualified acoustical consultant documenting results of the measurements and discussing noise levels in relation to Noise Element criteria; and implementation of a noise insulation program if any residences along these streets are shown to be exposed to traffic noise levels that have increased by 5 dB or more. • Mitigation Measure D.5.c: Provide building construction and noise insulation to achieve interior noise levels of less than 45 dBA Ldn, approximately 25 dBA exterior-to-interior reduction as required in Title 24 of the California Code of Regulations, for high-density residential development in mixed uses of Reuse Areas 2A and 3B.

3.13.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA documents and 2005 Subsequent EIR apply to the proposed Project, and with the incorporation of existing mitigation measures, noise impacts would still be mitigated to a less than significant level. No new mitigation is required to reduce previously undescribed or under evaluated noise impacts resulting from the proposed Project.

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3.14 POPULATION AND HOUSING
2021 CEQA Appendix G Checklist
Question
Conclusion in
1999 CEQA
Documents or
2005 Subsequent
EIR
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
a) Induce substantial unplanned
population growth in an area, either
directly (for example, by proposing
new homes and businesses) or
indirectly (for example, through
extension of roads or other
infrastructure)?

N/A NI NI NI
b) Displace substantial numbers of
existing people or housing,
necessitating the construction of
replacement housing elsewhere?

N/A NI NI NI
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.14.1 Population and Housing Discussion
At the time the 1999 CEQA documents were prepared, impacts related to population and housing were considered in relation to the physical conditions within the area affected by the project and also considered economic and social changes related to physical change. As such, the 1999 CEQA documents determined a population increase in itself is not considered an adverse environmental impact.

Rather, impacts of population growth are embodied in physical environmental consequences such as those related to traffic, air quality, public services, utilities, and infrastructure (City of Vallejo 1998). The 2005 Subsequent EIR determined the same finding as the 1999 CEQA Documents, and did not further analyze impacts related to population and housing. The following discussion is provided for informational purposes.
a) As discussed in Section 1.3, Background, the approved project would result in the development of 1,400 residential units and approximately 9,057,596 square feet of non-residential development. The 1999 CEQA Documents determined the approved project would increase the population in the region as a result of the additional jobs created. The 1999 CEQA Documents estimated the approved project would create 15,119 new jobs and generate 33,367 new residents (City of Vallejo 2005).

The proposed Project involves the development of 373 multi-family residential units, 29,000 square feet of office space, a 200-room hotel, event space, and food and beverage kiosks. The proposed Project would require a density transfer of 115 units from Reuse Area 8 to Reuse Area 6. Additionally, approximately 145,000 square feet would be transferred from Reuse Area 5 to Reuse Area 3B to accommodate development of the proposed hotel. Development of the office space would not require a density transfer. Though the proposed Project would result in more development in Reuse Area 3B and Reuse Area 6 than what was approved in the 2013 Specific Plan, the density in other reuse areas would be less and the proposed transfers would not increase the overall development program for the area therefore not creating a new impact.

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The addition of 373 multi-family family residential units would contribute to the City’s Regional Housing Needs Allocation, which the Association of Bay Area Governments (ABAG) has identified the City to provide a total of 2,938 residential units for 2023-2031 (ABAG 2021). The 373 multi-family residential units would directly increase the City’s population. The average person per household number for the City of Vallejo as of January 1, 2021 was 2.8 (DOF 2021). Based on this average, it is estimated the multi-family residential component would generate up to 1,044 residents within Reuse Area 6. The addition of 1,044 residents would represent approximately 3 percent of the new residents anticipated by the Specific Plan and would not result in unplanned population growth.

The addition of office space, hotel, event space, and food and beverage kiosks would create new jobs and increase the demand for new employees. The unemployment rate in Solano County was 7.3 percent in August 2021 (EDD 2021); therefore, the proposed Project’s employment is expected to be absorbed by the regional labor force and would not substantially increase population growth. The proposed hotel would also temporarily attract people to the City. Based on an average of two guests per hotel room, the proposed hotel could generate up to 400 guests. However, the hotel would not result in the provision of permanent housing, because the hotel would only allow guests to stay shortterm. Therefore, the proposed Project would be within the population projections estimated for the Specific Plan and would not directly or indirectly induce substantial unplanned population growth. The impact would be less than significant.
b) The proposed Project would include the construction of new residences; the adapted reuse of Buildings 69, 71, 77, and the Coal Shed buildings for development of the hotel and office space; and the demolition of 10 buildings. The buildings proposed for adaptive reuse or demolition are currently vacant. Development of the new residential units would also occur on vacant land. Therefore, the proposed Project would not result in the displacement of existing people or housing that would necessitate the construction of replacement housing elsewhere and no impact would occur.

3.14.2 Mitigation Measures
None required.

3.14.3 Conclusion
Although population and housing impacts were not evaluated in the 1999 CEQA Documents or 2005 Subsequent EIR, the proposed Project would be within the overall development program for the 2013 Specific Plan and the projected population growth identified in the 1999 CEQA Documents. The proposed Project would not directly or indirectly induce substantial unplanned population growth. Additionally, the proposed Project would not result in the displacement of existing people or housing that would necessitate the construction of replacement housing elsewhere. The criteria for requiring further CEQA review are not met.

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3.15 PUBLIC SERVICES
1999 CEQA
Documents CEQA
Threshold
2021 CEQA
Appendix G
Checklist Question
Conclusion in
1999 CEQA
Documents
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
a) Result in
substantial
adverse physical
impacts
associated with
the provision of
new or physically
altered
governmental
facilities, need
for new or
physically altered
governmental
facilities, the
construction of
which could
cause significant
environmental
impacts, in order
to maintain
acceptable
service ratios,
response times,
or other
performance
objectives for
any of the public
services:
• Result in increased
demand for Vallejo
Fire Department
fire protection
services?
• Result in increased
emergency medical
services?
• Fire protection? LTS/M No No No
• Result in increased
demand for Vallejo
law enforcement
services?
• Police protection? LTS/M No No No
• Result in an
increased demand
for schools, such
that it would exceed
the capacity of
Mare Island
Elementary
School?
• Result in an
increased demand
for schools, such
that Vallejo Unified
School District
would not be able
• Schools? LTS/M No No No

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1999 CEQA
Documents CEQA
Threshold
2021 CEQA
Appendix G
Checklist Question
Conclusion in
1999 CEQA
Documents
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
to provide adequate
service?
• Result in an impact
to public
recreational
facilities?
• Parks? LTS No No No
• Result in an
increased demand
for medical
services?
• Other public
facilities? LTS No No No
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.15.1 Public Services Discussion
Impact Analysis
a) Fire and Police Protection
The 1999 CEQA Documents determined the approved project would result in a substantial increase in demand for Vallejo Fire Department services and Vallejo Police Department services at Mare Island. The 1999 CEQA Documents determined impacts on these services would be less than significant with implementation of Public Services Mitigation 1, Mitigation 2, and Mitigation 3, which required the City to adopt mechanisms to fund increased staffing for police, and fire and emergency services. Public Services Mitigation 3 also required the City to update the emergency medical service agreement with ambulance companies to ensure staffing and equipment levels are adequate. The 2013 Specific Plan incorporates these mitigation measures and provides additional detail for how public services on Mare Island would be provided and financed. Additionally, in July 2002 the City implemented a Mello-Roos CFD for Mare Island. The CFD enables the City to finance, among other municipal services, police, fire, and maintenance of streets and infrastructure through levy of special taxes from Mare Island property owners to provide services and reduce the impacts on public services.

As discussed in Section 3.14, Population and Housing, the proposed Project would not increase the overall development program for the 2013 Specific Plan or growth projections identified in the 1999 CEQA Documents. The proposed Project would be required to annex into and contribute to the existing CFDs. Additionally, the proposed Project would be required to comply with Chapter 3.06 of the Vallejo Municipal Code and pay a Public Facilities Impact Mitigation Fee (City of Vallejo 2021a).

Therefore, impacts on fire and police protection services would be less than significant, and is consistent with the findings of the 1999 CEQA Documents. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

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Schools
The 1999 CEQA Documents determined buildout of the approved project would increase demand on Mare Island Elementary School. It also determined reuse of the Roosevelt Terrace property would exceed capacity of the Federal Terrace School. The Mare Island Elementary School closed in 2005 (Public School Review 2021) and is now the Mare Island Health and Fitness Academy. Additionally, the Roosevelt Terrace property is being privately developed and is no longer included in the Specific Plan area. Therefore, Socioeconomic Mitigation Measure 1 and Mitigation Measure 2 identified in the 1999 CEQA Documents do not apply to the proposed Project.

Mare Island and the City of Vallejo are served by Vallejo City Unified School District (VCUSD).

VCUSD includes 15 elementary schools, one middle school, two high schools, one K-8 charter school, a continuation school, a community day school, and a school that offers an independent study/home study option (VCUSD 2021). There were approximately 13,735 students enrolled in VCUSD for 2019-2020 (EdData 2021a). The closest K-8 school is the Mare Island Health and Fitness Academy, located at 400 Rickover Street (approximately 0.5 mile southwest of the Project site). The nearest high school is Vallejo High School, located at 840 Nebraska Street (approximately 1.5 miles northeast of the Project site). Mare Island Health and Fitness Academy had a total enrollment of 386 students for 2019-2020 (EdData 2021b). Vallejo High School had a total enrollment of 1,593 students for 2019-2020 (EdData 2021c). Additionally, Touro University, a private health professions graduate school located at 1310 Club Drive in Mare Island, is approximately 1.2 miles south of the Project site.

Touro University had a total enrollment of almost 1,321 students in 2020 (Touro University 2021).

As discussed, the proposed Project would not increase the overall development program for the 2013 Specific Plan or growth projections identified in the 1999 CEQA Documents. The proposed Project involves development of 373 multi-family units, approximately 29,000 square feet of office space, a 200-room hotel, event space, and food and beverage kiosks. The multi-family residential component would directly increase the City’s population and school enrollment. As discussed in Section 3.14, Population and Housing, the multi-family residential component would generate approximately 1,044 residents. The City’s General Plan provides VCUSD’s student generation rates for new multi-family development (Table 3.15-1). Based on these student generation rates, it is estimated the proposed Project would result in approximately 335 students.

Table 3.15-1: VCUSD Student Generation Rates
School Type Students per Housing Unit Proposed Project Student Estimate Elementary School 0.182 190
Middle School 0.068 71
High School 0.071 74
Total -- 335
Source: City of Vallejo 2016
The 1999 CEQA Documents estimated the Specific Plan would result in approximately 2,271 students in grades K-12. The addition of 335 students would be within the projected student population for the 2013 Specific Plan, representing approximately 15 percent of the expected student

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population increase. Therefore, the proposed Project would not result in greater school impacts than those previously identified in the 1999 CEQA Documents. The proposed Project would also be required to pay a School Facilities Impact Mitigation Fee in accordance with Chapter 3.14 of the Vallejo Municipal Code (City of Vallejo 2021a). The payment of the school impact fee would fully mitigate potential school impacts to a less than significant level and is consistent with the findings of the 1999 CEQA Documents. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

Parks
The 1999 CEQA Documents determined the approved project would have a less than significant impact on recreation as it would expand the public recreational opportunities at Mare Island. The proposed Project would develop approximately 194,000 square feet (4.45 acres) of open space within Reuse Area 3B consisting of a waterfront promenade, event lawn, children’s playground, and a dog park. The proposed Project would be within the growth projections identified in the 1999 CEQA Documents. Additionally, the proposed open space is 1.45 acres more than that envisioned in the 2013 Specific Plan for Reuse Area 3B. Section 8.3.1 C(iii) of the 2013 Specific Plan states the City does not anticipate the necessity for additional environmental review so long as the total development does not exceed the overall development program for the Specific Plan. Open space is not identified as one of the major land use categories for the 2013 Specific Plan’s development program, and therefore it is interpreted as not having a cap on the amount of open space development. As the proposed Project would provide more open space than that envisioned under the 2013 Specific Plan, this would further reduce the use of other nearby parks and open space. The proposed Project would have a less than significant impact on parks, and is consistent with the findings of the 1999 CEQA Documents. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

Other Public Facilities
The 1999 CEQA Documents determined implementation of the approved project would increase demand for emergency medical services; however, impacts would be less than significant as the increased demand could be met by existing medical centers in the area. The proposed Project would not increase the overall development program for the 2013 Specific Plan or growth projections identified in the 1999 CEQA Documents. Additionally, the proposed Project would be required to annex into and contribute to the existing CFDs for Mare Island. The proposed Project would also be required to comply with Chapter 3.06 of the Vallejo Municipal Code and pay a Public Facilities Impact Mitigation Fee (City of Vallejo 2021a). Therefore, the proposed Project would have a less than significant impact on other public facilities and is consistent with the findings of the 1999 CEQA Documents. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

Additional Information
There is no additional information pertaining to public services.

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3.15.2 Mitigation Measures
None required.

3.15.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA Documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA Documents and 2005 Subsequent EIR apply to the proposed Project and would result in less than significant impacts. No new mitigation is required to reduce previously undescribed or under evaluated public services impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.16 RECREATION
1999 CEQA
Documents
CEQA
Threshold
2021 CEQA Appendix G
Checklist Question
Conclusion
in 1999
CEQA
Documents
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
• Result in an
impact to
public
recreational
facilities?
a) Would the Project
increase the use of
existing neighborhood
and regional parks or
other recreational
facilities such that
substantial physical
deterioration of the
facility would occur or be
accelerated?
LTS No No No
b) Does the Project include
recreational facilities or
require the construction
or expansion of
recreational facilities
which might have an
adverse physical effect
on the environment?
LTS No No No
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.16.1 Recreation Discussion
Impact Analysis
a, b) The 1999 CEQA Documents determined that though the approved project would increase the population in the area, it would have a less than significant impact on recreation as it would expand the public recreational opportunities at Mare Island. As discussed in the 2013 Specific Plan, approximately 78 percent (3,787 acres) is either wetlands or inactive dredge pond areas, which are restricted to open space, conservation, and managed wetlands uses. In addition to these non-dedicated parks and open space areas, approximately 9 percent (463 acres) is designated for moderate to large parks and recreational areas and exceeds the City’s park dedication standards (City of Vallejo 2005).

As discussed in Section 3.14, Population and Housing, development of the 373 multi-family units would directly increase the City’s population with the generation of approximately 1,044 residents.

The addition of office space, hotel, event space, and food and beverage kiosks would create new jobs and increase the demand for new employees. The proposed hotel would also temporarily attract people to the City. The addition of residents, employees, and hotel guests would increase demand on parks and recreation facilities. However, residents and employees generated by the proposed project would be within the population projections anticipated in the 1999 CEQA Documents and 2005 Subsequent EIR. The proposed Project would also include approximately 194,000 square feet (4.45 acres) of open space within Reuse Area 3B consisting of a waterfront promenade, event lawn, children’s playground, and a dog park. The approved project allocated 3 acres of open space in Reuse Area 3B, and therefore the proposed Project’s open space is 1.45

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acres more than that envisioned in the 2013 Specific Plan for Reuse Area 3B. Section 8.3.1 C(iii) of the 2013 Specific Plan states the City does not anticipate the necessity for additional environmental review so long as the total development does not exceed the overall development program for Mare Island. Open space is not identified as one of the major land use categories in the overall development program, and therefore is interpreted as not having a cap on the amount of open space development. As the proposed Project would provide more open space for residents than envisioned under the 2013 Specific Plan, this would further reduce impacts on nearby parks and open space. Therefore, impacts on parks would remain less than significant with the proposed Project, and consistent with the findings of the 1999 CEQA Documents.

Additionally, the potential environmental effects of the planning, construction, and operation of proposed Project as a whole, including the proposed parks and open space uses, are being evaluated as part of this document. Potential adverse environmental impacts that could occur as a result of implementation of the proposed Project are discussed herein and where applicable and feasible, identifies mitigation measures that would reduce impacts to acceptable levels of significance. No additional environmental effects would occur beyond those that have already been identified in the 1999 CEQA Documents and 2005 Subsequent EIR, and no additional mitigation is required as a result of the proposed Project. The criteria for requiring further CEQA review are not met.

Additional Information
There is no additional information pertaining to recreation.

3.16.2 Mitigation Measures
None required.

3.16.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA Documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA Documents and 2005 Subsequent EIR apply to the proposed Project and would result in less than significant impacts. No new mitigation is required to reduce previously undescribed or under evaluated recreation impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.17 TRANSPORTATION
2005 Subsequent

EIR CEQA
Threshold
2021 CEQA
Appendix G
Checklist
Question
Conclusion in
2005
Subsequent
EIR
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
• Cause levels of
service to
degrade to
unacceptable
levels in the
near-term
Existing Plus
Project
scenario?
-- SU No No No
• Cause average
delays to
increase by
more than five
seconds at two
intersections
that operate at
LOS E or F
without the
project.
-- SU No No No
• Traffic
generated by full
buildout of the
proposed project
would cause
levels of service
to degrade to
unacceptable
levels on two
freeway
segments and
three local street
segments in the
near-term
Existing Plus
Project scenario.
-- SU No No No
• Full buildout of
the proposed
project would
affect parking
demand in the
project vicinity.
-- SU No No No
• Full build out of
the proposed
project would
contribute to the
demand for
bicycle and
pedestrian
facilities in the
project area.
-- LTS No No No
• The full buildout
of the proposed
project would
increase
demand for
-- SU No No No

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2005 Subsequent

N/A LTS LTS LTS
--
b) Conflict or be
inconsistent
with CEQA
Guidelines
Section
15064.3,
subdivision
(b)?

N/A LTS LTS LTS
--
c) Substantially
increase
hazards to a
geometric
design
feature (e.g.,
sharp curves
or dangerous
intersections)
or
incompatible
uses (e.g.,
farm
equipment)?

N/A LTS LTS LTS
--
d) Result in
inadequate
emergency
access?

N/A LTS LTS LTS
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

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3.17.1 Transportation Discussion
The 1999 CEQA Documents describe the transportation/traffic setting of Mare Island existing at that time, including regional and local access routes; circulation on Mare Island (including traffic volumes and intersection Levels of Service [LOS]); parking; transit; bicycle and pedestrian systems; truck and rail systems; and plans and regulations relating to transportation. The 1999 CEQA Documents identified significant transportation/traffic impacts regarding increased traffic congestion and safety hazards from increased truck and rail traffic, and short-term construction impacts on traffic congestion. The 1999 CEQA Documents identified mitigation measures that would reduce these impacts to less than significant levels (City of Vallejo 2005).

The 2005 Subsequent EIR determined an updated assessment of transportation/traffic impacts was required for the Amended and Restated Specific Plan as new information had become available since the certification of the 1999 CEQA Documents. These include changes in the development program under the Amended and Restated Specific Plan, more detailed project information relating to the location and nature of uses, more detailed information relating to proposed roadway improvements, and the elimination of the proposed southern crossing bridge from the approved project. In addition, the City completed a new citywide traffic model that was not available when the 1999 CEQA Documents were certified (City of Vallejo 2005).

The CEQA transportation analysis prepared for the 2005 Subsequent EIR was performed on the basis of Level of Service (LOS), which was the analysis metric typically used before July 2020 for the establishment of CEQA transportation impacts.

The trip generation estimates for the approved project was based on data from the 2004 City of Vallejo Travel Demand Model. The analysis was performed for the weekday PM peak hour only and determined the approved project would generate 10,445 trips (City of Vallejo 2005).

Intersection and Road Segment Impacts
The 2005 Subsequent EIR determined buildout of the approved project would cause LOS to degrade to unacceptable levels for the following intersections, roadway, and highway segments:
• Walnut Avenue and G Street
• Railroad Avenue and G Street
• Wilson Street and SR 37 eastbound ramps
• Mare Island Way and Tennessee Street
• Sonoma Boulevard and Tennessee Street
• Tennessee Street and I-80 westbound ramps
• Humboldt Street and Tennessee Street
• Sonoma Boulevard and Curtola Parkway
• Solano Avenue and Curtola Parkway
• Admiral Callaghan Lane and I-80 eastbound ramps
• Humboldt Street and I-80 eastbound ramps

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• SR 37
• Mare Island Causeway
• Curtola Parkway
• Railroad Avenue
The 2005 Subsequent EIR identifies Mitigation Measure B.1, Mitigation Measure B.2, and Mitigation Measure B.3 to reduce the level of impact, with intersection, roadway, and freeway improvements such as adding turning lanes, road and freeway widenings, and signal modifications. After mitigation, some of the traffic-related impacts were found to be less than significant, and others remained significant and unavoidable after mitigation because funding and construction could not be assured. The 2013 Specific Plan identifies the Master Developer for Reuse Areas 1B through 10A only are required to contribute funding for the roadway improvements and traffic signals at intersections.

As discussed, the proposed Project would be within the previously analyzed overall development program for the 2013 Specific Plan. A Traffic Assessment was prepared by Fehr & Peers on September 3, 2021 (Appendix B) and determined the proposed Project would not generate more traffic than previously identified in the 2005 Subsequent EIR for Project buildout at that time. Therefore, the proposed Project would not result in greater LOS impacts than those previously identified in the 2005 Subsequent EIR. The 2005 Subsequent EIR identifies Mitigation Measure B.1, Mitigation Measure B.2, and Mitigation Measure B.3, which require project sponsors of new development to provide traffic improvements and contribute fair share payments to reduce potential impacts on roadway and freeway segments. The proposed Project does not involve any roadway or traffic improvements, or any improvements that were not analyzed in the 2005 Subsequent EIR. During the entitlement process the Applicant would be required to submit a Traffic Impact Analysis Study to the City that would identify any necessary roadway improvements for the redevelopment of the Connolly Street Corridor, and determine the applicability of Mitigation Measure B.1, Mitigation Measure B.2, and Mitigation Measure B.3 to reduce traffic impacts to a less than significant level. Therefore, the proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.

Bicycle, Transit, and Rail Impacts
The 2005 Subsequent EIR identifies that the Specific Plan anticipates rail service, transit service, and bicycle and pedestrian facilities within the Specific Plan area. The 2005 Subsequent EIR determined the approved project would contribute to the demand for bicycle and pedestrian facilities in the project area, but found that no mitigation was necessary based on the proposed facilities in the Specific Plan. Rail improvements and transit services are anticipated along Railroad Avenue, Azuar Drive, and Walnut Avenue. The 2005 Subsequent EIR identifies Mitigation Measure B.6 and Mitigation Measure B.7 which require the project sponsor, City, and/or other revenue sources to fund the implementation of the rail improvements and transit service as new buildings are constructed and occupied in the Specific Plan area. The 2005 Subsequent EIR identifies these measures have no established funding mechanism; therefore, impacts related to rail improvements and transit service would remain significant and unavoidable if the project sponsor's fair share is not sufficient to accomplish them and other funding sources are not established.

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The proposed Project does not involve rail or transit improvements, but would be required to contribute its fair share of the costs as required by Mitigation Measure B.6 and Mitigation Measure B.7 to reduce potential rail and transit impacts to a less than significant level. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.

Additional Information
a) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss whether the approved project would conflict with a program, plan, ordinance, or policy addressing the circulation system, including transit, roadway, bicycle, and pedestrian facilities since it was not included in the CEQA Appendix G checklist at the time. The proposed Project would not result in modifications to pedestrian or transit facilities, or the roadway network that would conflict with existing or planned facilities identified in the City’s General Plan and the Solano County Active Transportation Plan. Therefore, the proposed project would not conflict with the City’s General Plan, Solano County Active Transportation Plan, or other program, ordinance or policy addressing the circulation system and the impact would be less than significant.
b) Since the certification of the 1999 CEQA Documents and 2005 Subsequent EIR, Senate Bill (SB) 743 was enacted on September 27, 2013 and started a process intended to fundamentally change transportation impact analysis as part of CEQA compliance. These changes include elimination of auto delay, LOS, and other similar measures of vehicular capacity or traffic congestion as a basis for determining significant impacts. SB 743 contains language directing OPR to update the CEQA Guidelines to include new criteria for determining the significance of transportation impacts. OPR selected vehicle-miles-of-travel (VMT) as the transportation impact metric, recommended its application statewide, and submitted updates to the CEQA Guidelines that were certified by the Natural Resources Agency in December 2018. The requirements of SB 743 became effective statewide on July 1, 2020. To help aid lead agencies with SB 743 implementation, OPR produced the Technical Advisory on Evaluating Transportation Impacts in CEQA (2018). The Technical Advisory helps lead agencies think about the variety of implementation questions they face with respect to shifting to a VMT metric.

In response to this change, the City has prepared a SB 743 Implementation Study. On July 14, 2020, the City of Vallejo adopted the CEQA Transportation Impact Analysis Guidelines per Resolution No. 096. As such, the Transportation Assessment prepared by Fehr & Peers on September 3, 20201 (Appendix B) has been prepared in accordance with the City’s adopted guidelines, and includes a qualitative evaluation of the proposed Project’s effect on VMT versus the approved Specific Plan and the analysis provided in the 2005 Subsequent EIR. The proposed Project involves the density transfer of 115 units from Reuse Area 8 to Reuse Area 6 for development of 373 multi-family units. It also involves the density transfer of approximately 145,000 square feet from Reuse Area 5 to Reuse Area 3B for the proposed hotel, event space, and food and beverage kiosks. The Transportation Assessment determined these Reuse Areas are generally in the same portion of Mare Island, and the proposed shifting of land uses would not result in a substantial reallocation of project trips on the Mare Island street system or the off-Mare Island street system. Therefore, the transportation network is not anticipated to be substantially affected (versus the findings of the 2005 Subsequent EIR

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transportation analysis) as a result of the proposed Project. Moving the land uses closer to the existing Mare Island vehicular access points (the Mare Island Causeway and SR 37/Mare Island interchange) would generally suggest no change to VMT or a reduction in VMT versus the previouslyapproved Specific Plan development location. Therefore, the proposed Project would not conflict or be inconsistent with CEQA Guidelines Section 15064.3, subdivision (b) and would result in a less than significant impact.
c) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss impacts from the increase in hazards due to modification of roadways. The proposed Project would not include any modifications to the existing roadway network that would incorporate design features that could increase traffic hazards. The proposed Project would also not include pedestrian, trail, or roadway improvements beyond those already identified as part of the approved project in the 2013 Specific Plan and analyzed in the 2005 Subsequent EIR. During construction, the proposed Project would implement a traffic control plan to ensure the safety of roadway users accessing the Project site. The proposed Project would also comply with the City’s Traffic Control Plan Requirements for work area traffic control for work performed in the City’s right-of-way. Therefore, the proposed Project would not introduce incompatible uses to the Project site which would cause vehicle conflicts (e.g., farm equipment) and would result in a less than significant impact. d) The 1999 CEQA Documents and 2005 Subsequent EIR did not discuss impacts related to conflicts with implementation of an emergency response plan. The proposed Project would not result in the permanent modification to any of the surrounding roadways that would physically interfere with the City’s Emergency Operations Plan or Local Hazard Mitigation Plan. Road closures may be required for construction of the proposed Project. If determined road closures are needed, the proposed Project would be required to comply with the City’s Traffic Control Plan Requirements to ensure construction activities do not interfere with any adopted emergency plans or evacuation routes. The City would review all site plans to ensure operation of the proposed Project meets the applicable requirements for emergency access and would not interfere with any adopted emergency plans or evacuation routes and would result in a less than significant impact.

3.17.2 Mitigation Measures
The following mitigation measures from the 2005 Subsequent EIR would apply to the proposed Project and would reduce impacts to a less than significant level :
• Mitigation Measure B.1: The following mitigations are necessary to address impacts of the Existing Plus Project scenario. The City of Vallejo or the project sponsor shall construct the intersection improvements listed below as new buildings are constructed and occupied in the Specific Plan Area.

The City shall establish a financing mechanism and the project sponsor shall pay a fair share of the costs of the traffic mitigation at off-island locations; the project sponsor shall construct improvements at Mare Island intersections.
o Mitigation Measure B.1a: Walnut Street and G Street. Widen G Street to provide a third eastbound lane between Walnut Street and Railroad Avenue, to provide a receiving lane for the northbound right-turn movement from Walnut Street to eastbound G Street. Prohibit

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northbound left-turn movements from Walnut Street onto westbound G Street. o Mitigation Measure B.1b: Railroad Avenue and G Street. Widen the northbound approach on Railroad by approximately 24 feet to provide a third through lane and a second right-turn lane. Widen the southbound approach on Railroad Avenue to provide a second left-turn lane.

Widen the eastbound approach on G Street to provide three through lanes. (LOS D - PM) Note that this measure would require relocation of a part of Resource 491, the wall that lines this portion of G Street on the north side. Resource 491 is a Notable Resource and as such, is an individually significant Historical Resource under CEQA. Relocation of this wall would result in a significant impact to this historical resource if it would damage the physical integrity of this historical resource and would result in a loss of its integrity of location. o Mitigation Measure B.1c: Wilson Avenue and SR 37 eastbound ramps. Install a traffic signal. Widen the eastbound freeway off-ramp by approximately 12 feet to provide separate left- and right-turn lanes at the Wilson Avenue intersection. (LOS D - PM) o Mitigation Measure B.1d: Mare Island Way and Tennessee Street. The project sponsor shall widen the northbound approach on Mare Island Way by approximately 12 feet and restripe to provide two left-turn lanes, one shared left-through lane, a through lane, and a right-turn lane. The project sponsor shall also configure the southbound departure lanes on Mare Island Way to allow a free right-turn movement from the eastbound approach from the Causeway.
o Mitigation Measure B.1e: Sonoma Boulevard and Tennessee Street. Add an exclusive right-turn lane on the northbound approach on Sonoma Boulevard. o Mitigation Measure B.1f: Tennessee Street and I-80 westbound ramps. Signalize intersection. (LOS B - PM)
o Mitigation Measure B.1g: Humboldt Street and Tennessee Street. Add an exclusive rightturn signal indication on the southbound approach overlapping with the eastbound left-turn indication.
o Mitigation Measure B.1h: Sonoma Boulevard and Curtola Parkway. Revise signal timings. (LOS D - PM)
o Mitigation Measure B.1i: Solano Avenue and Curtola Parkway. Revise signal timings. (LOS C - PM)

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• Mitigation Measure B.2: The City of Vallejo shall construct the intersection improvements listed below as new buildings are constructed and occupied in the Specific Plan Area. The City shall establish a financing mechanism and the project sponsor shall pay a fair share of the costs of the traffic mitigation.
o Mitigation Measure B.2a: Intersection 13 - Admiral Callaghan Lane and I-80 eastbound ramps. Signalize intersection. (LOS B - PM)
o Mitigation Measure B.2b: Intersection 15 - Humboldt Street and I-80 eastbound ramps.

Signalize intersection. (LOS A – AM)
• Mitigation Measure B.3
o Mitigation Measure B.3a: SR 37. The California Department of Transportation will complete the current improvement project on SR 37 that will provide two lanes in each direction west of SR 29. The improvement will provide LOS C operations in the eastbound direction and LOS B in the westbound direction.
o Mitigation Measure B.3b: Mare Island Causeway. The project sponsor shall construct intersection improvements at the intersection of Railroad Avenue with G Street to ensure that the westbound segment of the Causeway would operate at LOS D (see Mitigation Measure B.1b).
o Mitigation Measure B.3c: Curtola Parkway: The City of Vallejo shall construct intersection improvements at the intersections of Curtola Parkway with Solano Way and Sonoma Avenue to ensure that the segment will operate at LOS D (see Mitigation Measures B.1h and B.1i).

The City shall establish a financing mechanism and the project sponsor shall pay a fair share of the costs of the mitigation.
o Mitigation Measure B.3d: Railroad Avenue. The project sponsor shall widen Railroad Avenue to provide three northbound lanes approaching G Street. The improvement would provide LOS D operations on the street segment.
• Mitigation Measure B.6. The project sponsor, the City of Vallejo, and/or other revenue sources shall fund the implementation of transit service as new buildings are constructed and occupied in the Specific Plan Area. The project sponsor shall contribute its fair share of the costs associated with providing public transit service to the Specific Plan Area. • Mitigation Measure B.7. The project sponsor, the City of Vallejo, and/or other revenue sources shall fund the implementation of rail improvements as new buildings are constructed and occupied in the Specific Plan Area. The project sponsor shall contribute its fair share of the costs associated with providing rail improvements in the Specific Plan Area.

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3.17.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA documents and 2005 Subsequent EIR apply to the proposed Project, and with the incorporation of existing mitigation measures, transportation impacts would still be mitigated to a less than significant level. No new mitigation is required to reduce previously undescribed or under evaluated transportation impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.18 TRIBAL CULTURAL RESOURCES
2021 CEQA Appendix G Checklist Question
Conclusion in
1999 CEQA
Documents or
2005
Subsequent
EIR
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
a) Would the project cause a substantial
adverse change in the significance of a
tribal cultural resource, defined in Public
Resources Code section 21074 as either a
site, feature, place, cultural landscape that
is geographically defined in terms of the
size, or object with cultural value to the
California Native American tribe and that
is:
i) listed or eligible for listing in the
California Register of Historical
Resources, or in a local register of
historical resources as defined in
Public Resources Code section
5020.1(k).

N/A LTS LTS LTS
ii) A resource determined by the lead
agency, in its discretion and
supported by substantial evidence, to
be significant pursuant to criteria set
forth in subdivision (c) of Public
Resources Code Section 5024.1. In
applying the criteria set forth in
subdivision (c) of Public Resource
Code Section 5024.1, the lead
agency shall consider the
significance of the resource to a
California Native American tribe.

N/A LTS LTS LTS
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.18.1 Tribal Cultural Resources Discussion
Potential impacts to tribal cultural resources were added to the CEQA Appendix G Checklist in July 2015 as a result of the passage and implementation of Assembly Bill (AB) 52. Therefore, this resource topic was not evaluated in the approved project and the following information is provided for informational purposes.
a) The City’s 2016 General Plan EIR acknowledges the 1999 CEQA Documents and 2005 Subsequent EIR did not specifically address impacts related to tribal cultural resources since it was prepared prior to the 2015 updates to the CEQA Guidelines (City of Vallejo 2016). However, the City’s 2016 General Plan EIR identifies tribal consultation procedures required under existing regulations (e.g., AB 52, SB 18), along with implementation of the following General Plan policies and actions, would help protect tribal cultural resources:
• Policy NBE-1.9: Cultural Resources. Protect and preserve archaeological, historic, and other cultural resources.

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• Action NBE-1.9A: Continue to require that land use activities comply with State requirements and follow best practices to ensure that cultural resources are not impacted, and that appropriate agencies and technical experts are involved in the evaluation and protection of resources and sites.
• Action NBE-1.9B: Maintain a dialogue with local Native American groups regarding sensitive cultural resources in Vallejo.

The proposed Project would be required to comply with these policies and actions outlined in the City’s General Plan. Additionally, in the event previously undiscovered tribal cultural resources are found on the site, the proposed Project would be required to implement standard inadvertent discovery procedures as a condition of approval. Implementation of standard inadvertent discovery procedures would require all work to stop within 50 feet of the find until a qualified archaeologist assesses the discovery. If the discovery is determined to be a potentially significant tribal cultural resource, a site-specific investigation plan will be developed by a qualified archaeologist. With the implementation of this standard condition of approval, the proposed Project would not cause a substantial adverse change in the significance of a tribal cultural resource and the impact would be less than significant.

3.18.2 Mitigation Measures
None required.

3.18.3 Conclusion
Tribal cultural resources were not discussed in the 1999 CEQA Documents or 2005 Subsequent EIR. The proposed Project would be required to comply with General Plan Policy NBE-1.9, Action NBE-1.9A, and Action NBE-1.9B. In the event previously undiscovered tribal cultural resources are found on the site, the proposed Project would also be required to implement standard inadvertent discovery procedures as a condition of approval. No new mitigation is required to reduce previously undescribed or under evaluated tribal cultural resources impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

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3.19 UTILITIES AND SERVICE SYSTEMS
1999 CEQA
Documents or
2005
Subsequent EIR
CEQA Threshold
2021 CEQA Appendix
G Checklist Question
Conclusion in
1999 CEQA
Documents or
2005
Subsequent
EIR
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
• Result in an
increased
demand for
water
conveyance
facilities.
• Result in
increased
demand for
wastewater
collection and
transport
facilities.
• Result in
stormwater
system being
unable to
handle runoff.
a) Require or result in
the relocation or
construction of new
or expanded water,
wastewater
treatment or
stormwater
drainage, electric
power, natural gas,
or
telecommunications
facilities, the
construction or
relocation of which
could cause
significant
environmental
effects?
LTS No No No
• Result in an
impact on
regional water
supply.
• Result in or
contribute to
demand on the
water supply
system
exceeding
water supply
entitlements.
• Result in or
contribute to a
cumulative
water
shortage?
b) Have sufficient
water supplies
available to serve
the project and
reasonably
foreseeable future
development during
normal, dry and
multiple dry years? LTS/M No No No
• Result in impact
from sanitary
waste
generation
levels equaling
or slightly
exceeding
system
capacity.
c) Result in a
determination by
the wastewater
treatment provider,
which serves or
may serve the
proposed project
that it has adequate
capacity to serve
the project’s
projected demand
in addition to the
provider’s existing
commitments?
LTS/M No No No

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Environmental Factors Potentially Affected
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1999 CEQA
Documents or
2005
Subsequent EIR
CEQA Threshold
2021 CEQA Appendix
G Checklist Question
Conclusion in
1999 CEQA
Documents or
2005
Subsequent
EIR
Do the
Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New
Information
Requiring
Analysis or
Verification?
• Result in
increase in
solid waste
generation.
• Result in
noncompliance
with regulations
regarding solid
waste.
d) Generate solid
waste in excess of
state or local
standards, or in
excess of the
capacity of local
infrastructure, or
otherwise impair
the attainment of
solid waste
reduction goals?
LTS No No No
e) Comply with
federal, state, and
local statutes and
regulations related
to solid waste?
LTS No No No
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.19.1 Utilities and Service Systems Discussion
a) As discussed in the 2005 Subsequent EIR, buildout of the Specific Plan would require improvements to the existing, and construction of new, sanitary sewer lines, water lines, and storm drain lines. However, the 2005 Subsequent EIR determined impacts related to the improvements and construction of new utility lines would be less than significant as the development under the Specific Plan would provide the necessary facilities as required by the 2005 Master Utility Plan for the Specific Plan. The 2005 Subsequent EIR did not discuss impacts related to electrical service. However, the 1999 CEQA Documents generally discuss electrical service provided to Mare Island, and determined that Mare Island Energy, the utility provider, would be responsible for maintaining and upgrading the system as necessary to serve the island.

The proposed Project involves development of 373 multi-family units, approximately 29,000 square feet of office space, a 200-room hotel, event space, food and beverage kiosks, and approximately 194,000 square feet (4.45 acres) of open space consisting of a waterfront promenade, event lawn, children’s playground, and a dog park within Reuse Area 3B and Reuse Area 6. The proposed Project would construct new residential buildings and reuse existing buildings within the Specific Plan area, which would require connections to the Vallejo Sanitation and Flood Control District’s sanitary sewer trunk and storm drain lines and the City’s water system. The proposed Project is consistent with the uses planned in the 2013 Specific Plan that were analyzed in the 2005 Subsequent EIR. However, the proposed Project would require a density transfer of 115 units from Reuse Area 8 to Reuse Area 6 for development of 373 multifamily units. The proposed Project would also require a density transfer of approximately 145,000 square feet from Reuse Area 5 to Reuse Area 3B for the proposed hotel, event space, and food and beverage kiosks. After the density transfers, the overall development program for the 2013 Specific Plan would remain the same and the proposed Project would be consistent with the development program analyzed in the 2005 Subsequent EIR. Therefore, the proposed Project

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Environmental Factors Potentially Affected
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would be subject to the Master Utility Plan for the 2013 Specific Plan and provide the necessary water, wastewater, storm drain, and electrical service connections. Impacts would be less than significant as identified in the 2005 Subsequent EIR. The proposed Project would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.
b) The 1999 CEQA Documents did not contain information about water supply; therefore, this impact question was analyzed in the 2005 Subsequent EIR. As discussed in the 2005 Subsequent EIR, the buildout of the Specific Plan would include 1,400 dwelling units and approximately 9 million square feet of non-residential uses, which would create a maximum water demand of 3,190 acre-feet/year from Mare Island. The 2005 Subsequent EIR determined that if existing water demand for the City was combined with demand from Mare Island, a surplus of water would be available in a single dry year as well as the third year of consecutive dry years, and impacts would be less than significant (City of Vallejo 2005). The 2005 Subsequent EIR also determined the approved project would not contribute to a cumulative system-wide water shortage in the third year of a series of multiple dry water years with the implementation of Mitigation Measures E.3a and E.3b. These mitigation measures would require implementation of water conservation measures and construction of facilities necessary to use the Lake Curry water supply.

As discussed in the City’s 2020 UWMP, the Lake Curry water supplies are not currently used due to lack of conveyance facilities to deliver Lake Curry water to the City (City of Vallejo 2021b).

However, the City’s 2020 UWMP determined there is adequate supply to meet the City’s projected water demand from 2020 through 2045 during normal, single dry, and five consecutive dry years. Furthermore, the 2020 UWMP sets forth water conservation measures as part of its water contingency plan, which is to be used by the City to respond to water shortage contingencies as they may arise. Therefore, as these measures are already acknowledged in the 2020 UWMP, Mitigation Measures E.3a and E.3b identified in the 2005 Subsequent EIR would not apply to the proposed Project.

The City’s current water supply in a normal year is 35,695 acre-feet/year, and demand is 26,824 acre-feet/year (City of Vallejo 2020b). Future demand projections in the 2020 UWMP are based on existing and planned development under the City’s General Plan, which includes redevelopment of Mare Island. As discussed in the 2020 UWMP, redevelopment of Mare Island is on-going. However, the 2020 UWMP accounted for Mare Island water demand projections as planned under the 2013 Specific Plan. The proposed Project would be consistent with the residential, office, and commercial uses planned under the 2013 Specific Plan. The proposed Project would require density transfers for the proposed multi-family and hotel uses; however, the overall development program for the 2013 Specific Plan would remain the same and the proposed Project would be consistent with the development program analyzed in the 2005 Subsequent EIR. Furthermore, the density transfer of approximately 145,000 square feet from Reuse Area 5 to Reuse Area 3B would decrease the development amount for light industrial uses within Reuse Area 5, which would decrease the water demand for this area. Therefore, the proposed Project would be within the water demand projections used in the 2020 UWMP for Mare Island and there would be adequate water supplies available for the proposed Project during

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Environmental Factors Potentially Affected
3-86
normal, single dry, and five consecutive dry years. The proposed Project would result in a less than significant impact, and would not result in new or substantially more severe impacts than identified in the 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met. c) The 1999 CEQA Documents determined that where significant changes in population distribution occur on Mare Island, the existing wastewater collection system may be inadequate. This impact was mitigated to a less than significant level with the implementation of Utilities Mitigation Measure 1, which requires the assessment of existing portions of the collection system and improvements as necessary where significant increases in population would result from the proposed development. The 2005 Subsequent EIR determined that analysis related to wastewater facilities was needed as new information had become available since preparation of the 1999 CEQA Documents.

The 2005 Subsequent EIR identifies that in Reuse Areas 2B, 3B, 4, 5, 10A and 10B, the improvements would include installing new lines in Azuar Drive, A Street, 2nd Street, Connelly Street, Walnut Avenue, 7th Street, 8th Street, East Avenue, Rickover Street, Bagley Street, Oklahoma Street, Nereus Street, and 15th Street, and replacing or reactivating some existing pump stations. The 2005 Subsequent EIR also identifies improvements in Reuse Areas 6, 7, 8, and 9 would comprise two new pump stations in the North Coral Sea and Farragut Village areas, and new lines in Residential Parkway, Oklahoma Street and the North Coral Sea area, Farragut Village, and South Residential Village. Wastewater generated would be collected and conveyed to the DOM-4 pump station (City of Vallejo 2005). The 2005 Subsequent EIR determined the Specific Plan would provide for the development of the necessary facilities as required by the 2005 Master Utility Plan for the Specific Plan; therefore, impacts on wastewater collection and transport facilities would be less than significant.

As discussed, the proposed Project involves development of approximately 29,000 square feet of office space, a 200-room hotel, event space, food and beverage kiosks, and approximately 194,000 square feet (4.45 acres) of open space consisting of a waterfront promenade, event lawn, children’s playground, and a dog park within Reuse Area 3B and Reuse Area 6. The proposed Project would construct new residential buildings and reuse existing buildings within the Specific Plan area, which would require connections to the Vallejo Sanitation and Flood Control District’s sanitary sewer trunk and storm drain lines. The proposed Project would require density transfers to accommodate the proposed 373 multi-family units and hotel. After the density transfers, the overall development program for the 2013 Specific Plan would remain the same and the proposed Project would be consistent with the development program analyzed in the 1999 CEQA Documents and 2005 Subsequent EIR. However, the density transfers would change the distribution of land uses within Reuse Area 3B and Reuse Area 6. Therefore, the proposed Project would be required to implement Utilities Mitigation Measure 1 to ensure the existing wastewater system would be adequate. The proposed Project would also be subject to the Master Utility Plan for the 2013 Specific Plan and provide the necessary wastewater improvements and connections. Therefore, impacts on wastewater facilities would be less than significant with the implementation of Utilities Mitigation Measure 1. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Environmental Factors Potentially Affected
3-87
Documents and 2005 Subsequent EIR. The criteria for requiring further CEQA review are not met.
d, e) The 1999 CEQA Documents identified the shift from heavy industrial to more residential and commercial activities at Mare Island would change the composition of waste generated on the island, but development would not increase the volume of solid waste compared to when Mare Island operated as a naval shipyard. The 1999 CEQA Documents also identified that there would be opportunities to recycle construction and demolition waste and development under the approved project would be required to comply with the California Integrated Waste Management Act and subsequent legislations which set forth diversion goals for solid waste, annual reporting, and establish household hazardous waste services. Therefore, the 1999 CEQA Documents determined there would be sufficient landfill capacity to serve the approved project, and the impact would be less than significant.

The proposed Project involves the development of residential, commercial, and office uses that would generate solid waste. Additionally, the proposed project would involve demolition activities that would generate solid waste during construction. The proposed Project is consistent with the uses planned under the 2013 Specific Plan and the overall development program for the 2013 Specific Plan as analyzed in the 1999 CEQA Documents and 2005 Subsequent EIR. The construction and operation of the proposed Project would be required to comply with federal, state, and local solid waste statutes, including the City’s Construction/Demolition Waste Reuse and Recycling Ordinance to reduce solid waste. As such, the proposed Project would not impact the capacity of solid waste facility, and impacts would be less than significant. The proposed Project would not result in new or substantially more severe impacts than identified in the 1999 CEQA Documents. The criteria for requiring further CEQA review are not met.

Additional Information
There is no additional information pertaining to utilities and service systems.

3.19.2 Mitigation Measures
The following mitigation measure from the 1999 CEQA Documents would apply to the proposed Project and would reduce impacts to a less than significant level:
• Utilities Mitigation Measure 1: Assess the existing portions of the collection system and improve as necessary where significant increases in population would result from proposed development.

3.19.3 Conclusion
The proposed Project does not have a substantial change in circumstances or effects from those described in the 1999 CEQA documents or 2005 Subsequent EIR. The conclusions of the 1999 CEQA documents and 2005 Subsequent EIR apply to the proposed Project, and with the incorporation of existing mitigation measures, utility impacts would still be mitigated to a less than significant level. No new mitigation is required to reduce previously undescribed or under evaluated utility impacts resulting from the proposed Project. The criteria for requiring further CEQA review are not met.

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Environmental Factors Potentially Affected
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3.20 WILDFIRE
2021 CEQA Appendix G Checklist
Question
Conclusion in
1999 CEQA
Documents or
2005
Subsequent EIR
Do the Proposed
Modifications
Involve New
Impacts?
New
Circumstances
Involving New
Impacts?
New Information
Requiring
Analysis or
Verification?
If located in or near state responsibility
areas or lands classified as very high fire
hazard severity zones would the project;
a) Substantially impair an adopted
emergency response plan or
emergency evacuation plan?

N/A NI NI NI
b) Due to slope, prevailing winds, and
other factors, exacerbate wildfire
risks, and thereby expose project
occupants to pollutant concentrations
from a wildfire or the uncontrolled
spread of a wildfire?

N/A NI NI NI
c) Require the installation or
maintenance of associated
infrastructure (such as roads, fuel
breaks, emergency water sources,
power lines, or other utilities) that
may exacerbate fire risk or that may
result in temporary or ongoing
impacts to the environment?

N/A NI NI NI
d) Expose people or structures to
significant risks, including downslope
or downstream flooding or landslides,
as a result of runoff, post-fire slope
instability, or drainage changes?

N/A NI NI NI
Note: SU= Significant and Unavoidable; LTS= Less Than Significant; LTS/M= Less Than Significant with Mitigation; NI= No Impact; N/A = Not Analyzed

3.20.1 Wildfire Discussion
Potential impacts related to wildfire were added to the CEQA Appendix G Checklist in December 2018.

Therefore, this resource topic was not evaluated in the 1999 CEQA Documents or the 2005 Subsequent EIR, and the following information is provided for informational purposes. a-d) Based on review of Fire Hazard Severity Zone maps developed by CALFIRE, the Specific Plan area is not located within a state responsibility area or a very high fire hazard severity zone (CALFIRE 2007). The U.S. Forest Service Wildfire Hazard Potential Map shows the Project site is within a developed area classified as “non-burnable” (USFS 2020). Therefore, none of these thresholds are applicable and there would be no impact.

All utilities would be undergrounded and would connect to existing infrastructure. Construction of the proposed Project would be required to comply with all applicable building and safety codes, including the California Building Code and California Fire Code, and all applicable fire safety standards set forth by the City to protect the proposed structures from possible wildfires.

The City’s Emergency Operations Plan and Local Hazard Mitigation Plan do not identify specific evacuation routes as they are determined based on the type and location of the event. However,

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT Environmental Factors Potentially Affected
3-89
the proposed Project would not result in the permanent modification to the surrounding roadway network which may impair the City’s Emergency Operations Plan or Local Hazard Mitigation Plan.

Road closures are also not expected to be required for construction of the proposed Project. If determined road closures are needed, the proposed Project would be required to comply with the City’s Traffic Control Plan Requirements to ensure it does not interfere with any adopted emergency plans or evacuation routes. The traffic control plan would identify all detours and appropriate traffic controls and would ensure adequate circulation and emergency access are provided during the construction phase.

3.20.2 Mitigation Measures
None required.

3.20.3 Conclusion
Although wildfire was not discussed in the 1999 CEQA Documents or 2005 Subsequent EIR, the proposed Project is not within a very high fire hazard severity zone. The proposed Project would be required to comply with all applicable building and safety codes, including the California Building Code and California Fire Code, and fire safety standards set forth by the City. No new mitigation is required to reduce previously undescribed or under evaluated wildfire impacts resulting from the proposed Project.

The criteria for requiring further CEQA review are not met.

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT References
4-1

4.0 REFERENCES
Association of Bay Area Governments (ABAG). 2021. Draft Regional Housing Needs Allocation Plan: San Francisco Bay Area, 2021-2031. https://abag.ca.gov/sites/default/files/documents/2021- 05/ABAG_2023-2031_Draft_RHNA_Plan.pdf. Accessed October 2021.

California Department of Transportation (Caltrans). 2021. California Scenic Highway Mapping System. https://caltrans.maps.arcgis.com/apps/webappviewer/index.html?id=465dfd3d807c46cc8e805711 6f1aacaa. Accessed September 2021.

California Department of Conservation (DOC). 1982. Mineral Land Classification Map – Mare Island Quadrangle. Accessed July 2021.
_____. 2021. Important Farmland Finder Map. https://maps.conservation.ca.gov/dlrp/ciff/. Accessed July 2021.

California Department of Finance (DOF). 2021. E1 Population Estimates for Cities, Counties and the State – January 1, 2021. http://www.dof.ca.gov/Forecasting/Demographics/Estimates/e-1/.

Accessed October 2021.

California Department of Forestry and Fire Protection (CALFIRE). 2007. Fire Hazard Severity Zones in LRA. https://osfm.fire.ca.gov/media/6819/fhszl06_1_map48.pdf. Accessed July 2021.

California Geologic Survey (CGS). 2015. California Earthquake Hazard Zone. https://maps.conservation.ca.gov/cgs/EQZApp/app/. Accessed October 2021 City of Vallejo. 1998. Environmental Impact Statement/Environmental Impact Report for the Disposal and Reuse of Mare Island Naval Shipyard Vallejo, California. https://www.cityofvallejo.net/city_hall/departments___divisions/city_manager/economic_develop ment_division/mare_island/mare_island_planning_documents. Accessed July 2021. _____. 2005. Mare Island Amended and Restated Specific Plan Project Draft Subsequent Environmental Impact Report. http://www.ci.vallejo.ca.us/common/pages/DisplayFile.aspx?itemId=91239.

Accessed October 2021.
_____. 2013. Mare Island Specific Plan, Amended 2013.
http://www.ci.vallejo.ca.us/common/pages/DisplayFile.aspx?itemId=91206. Accessed October 2021.
_____. 2015. City of Vallejo Emergency Operations Plan. https://www.cityofvallejo.net/common/pages/DisplayFile.aspx?itemId=229720. Accessed October 2021.
_____. 2016. Propel Vallejo General Plan Update and Sonoma Boulevard Specific Plan EIR for the City of Vallejo. https://www.cityofvallejo.net/common/pages/DisplayFile.aspx?itemId=12093318.

Accessed August 2021.

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT References
4-2
_____. 2017. Propel Vallejo General Plan 2040.
https://www.cityofvallejo.net/common/pages/DisplayFile.aspx?itemId=12181697. Accessed July 2021.
_____. 2021a. City of Vallejo Municipal Code.
https://library.municode.com/ca/vallejo/codes/code_of_ordinances?nodeId=VACAMUCO.

Accessed August 2021.
_____. 2021b. City of Vallejo 2020 Urban Water Management Plan. https://issuu.com/cityofvallejo/docs/vallejo_2020_uwmp_public_draft_10.01.21_. Accessed January 2022.

Department of Water Resources (DWR). 2021. Sustainable Groundwater Management Act Basin Prioritization. https://gis.water.ca.gov/app/bp-dashboard/final/. Accessed October 2021.

EdData. 2021a. Vallejo City Unified School District 2019-2020 Enrollment. http://www.eddata.org/district/Solano/Vallejo-City-Unified. Accessed October 2021. ____. 2021b. Mare Island Health and Fitness Academy 2019-2020 Enrollment. http://www.eddata.org/school/Solano/Vallejo-City-Unified/Mare-Island-Health-and-Fitness-Academy ____. 2021c. Vallejo High School 2019-2020 Enrollment. http://www.ed-data.org/school/Solano/VallejoCity-Unified/Vallejo-High Employment Development Department (EDD), 2021. Solano County. https://www.labormarketinfo.edd.ca.gov/file/lfmonth/vall$pds.pdf. Accessed October 2021.

ENGEO Incorporated. 2021. Draft North Mare Island Demolition and Management Plan, August 12, 2021.

PDF.

Federal Emergency Management Agency (FEMA). 2021. Flood Zones. https://www.fema.gov/floodzones. Accessed October 2021.

State Water Resources Control Board (SWRCB). 2021. GeoTracker. https://geotracker.waterboards.ca.gov/map/?global_id=SLT2O3799. Accessed October 2021.

Touro University. 2021. Touro University Quick Facts, Fall 2020 Enrollment. http://tu.edu/aboutus/quickfacts.html. Accessed October 2021.

Public School Review. 2021. Mare Island Elementary School (Closed 2005). https://www.publicschoolreview.com/mare-island-elementary-school-profile. Accessed October 2021.

United States Forest Service (USFS). 2020. Wildfire Hazard Potential. https://usfs.maps.arcgis.com/home/webmap/viewer.html?useExisting=1&layers=55226e8547f84a ae8965210a9801c357. Accessed July 2021.

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Vallejo City Unified School District (VCSD). 2021. VCSD Schools. https://www.vallejo.k12.ca.us/pf4/cms2/view_page?d=x&group_id=1531973430263&vdid=i10e2u 4t8jk5. Accessed October 2021.

NORTH MARE ISLAND DISPOSITION AND DEVELOPMENT AGREEMENT AND IMPLEMENTATION PROJECT List of Preparers
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5.0 LIST OF PREPARERS
Principal-In-Charge ............................................................................................................. Trevor Macenski Project Manager .................................................................................................................... Anna Radonich Environmental Planner/GIS Analyst ....................................................................................... Kaela Johnson Environmental Planner.........................................................................................................Jennifer Webster

APPENDIX A

Copyright © 2021 by ENGEO Incorporated. This document
may not be reproduced in whole or in part by any means
whatsoever, nor may it be quoted or excerpted without the express written consent of ENGEO Incorporated.

NORTH MARE ISLAND
BUILDINGS - B499, B503, B517, B589, B593,
B601, B673, B653/DOM1, B663, B993

VALLEJO, CALIFORNIA

SOLANO COUNTY

DEMOLITION AND MANAGEMENT PLAN
SUBMITTED TO:

Ms. Andrea Jones
Southern Land Company
1195 Walnut Avenue
Vallejo, CA 94592
PREPARED BY:

ENGEO Incorporated
2010 Crow Canyon Place, Suite 250
San Ramon, CA 94583
August 12, 2021
PROJECT NO.
11971.003.001
Southern Land Company North Mare Island
11971.003.001 Demolition and Management Plan
i of i August 12, 2021

TABLE OF CONTENTS

1.0 PROJECT AND SITE DESCRIPTION ................................................................. 1

2.0 GENERAL WORK ACTIVITY OVERVIEW .......................................................... 2

2.1 WORK HOURS................................................................................................................... 2

2.2 EQUIPMENT /MATERIAL STAGING AND PARKING ....................................................... 2

2.3 DEBRIS/STOCKPILE STAGING ........................................................................................ 2

2.4 HAUL ROUTE AND TRAFFIC ............................................................................................ 3

3.0 HEALTH AND SAFETY....................................................................................... 3

4.0 DEMOLITION ACTIVITIES .................................................................................. 3

4.1 PRE-DEMOLITION SURVEY AND HAZARDOUS MATERIAL ABATEMENT................... 3

4.2 GENERAL DEMOLITION ACTIVITIES............................................................................... 3

5.0 PRE-STRUCTURAL DEMOLITION ACTIVITIES ................................................ 4

6.0 MATERIAL RECYCLING AND DEMOLITION DEBRIS DISPOSAL ................... 4

7.0 DUST CONTROL MEASURES............................................................................ 4

8.0 STORMWATER POLLUTION PREVENTION (SWPPP) ..................................... 4

FIGURES
APPENDIX A: Supplemental Building Information
APPENDIX B: Pre-Demolition Survey Reports
APPENDIX C: Waste Management Plan
APPENDIX D: Dust Control Plan
Southern Land Company North Mare Island
11971.003.001 Demolition and Management Plan
Page | 1 August 12, 2021

1.0 PROJECT AND SITE DESCRIPTION
ENGEO has prepared this Demolition and Management Plan, hereafter referred to as the "Work Plan", for providing a description of demolition and management procedures, which the demolition contractor (Contractor) will be implementing during the on-site activities at the North Mare Island site (Project), located in Vallejo, California. The Project consists of 10 buildings situated at the northern portion of Mare Island, see Figures 1 and 2.

Buildings on City-Owned Parcels II, XV-A(1) & XV-A(2) to be demolished:
 B589 (Abandoned Electrical Substation)
 B593 (Abandoned Electrical Substation)
 B673 (Abandoned Warehouse)
 B653/DOM1 (Sewage Lift Station)
 B663 (Phone Equipment Room)
Existing buildings on Navy-Owned Parcel XV-B(1) to be demolished:
 B499 (Former Paint Factory/Warehouse)
 B503 (Former Paint Factory/Warehouse)
 B517 (Abandoned Electrical Substation)
 B601 (Former Paint Factory/Warehouse)
 B993 (Former Service Station/Convenience Store)
Historically, Mare Island was home to the Naval Shipyard Mare Island and later decommissioned with parcels transferred to the State of California and the City of Vallejo. Mare Island operated as a United States Naval base from approximately the mid-1800s to 1990s, after which was conveyed to the City of Vallejo in 2002 for reuse and redevelopment. Currently, North Mare Island is occupied by vacant lands, foundation remnants from pre-existing buildings, some existing Navy buildings with associated existing roads.

Supplemental building information is below and provided in Appendix A.

Building 503: According to the San Francisco Bay Regional Water Quality Control Board, GeoTracker database (GeoTracker), “Originally, land occupied by the IR17 and Building 503 Area (the site) was part of a tidal marshlands area near the shoreline of Mare Island Strait.

Between 1911 and 1938, the site was created with dredge fill material (primarily clay and silt).

Coarser-grained fill also was imported and placed at the site. A seasonal non-tidal wetland is in the southern corner of the site. Multiple investigations of soil, groundwater, and soil vapor have been conducted in both non-tidal upland portions of the site. Excavation of soil to address TPH and VOCs was conducted in the upland area. The non-tidal portion of the site received concurrence for no further action from DTSC in 2012. Water Board concurred with Navy’s request for an exception to drinking water policy for shallow groundwater. Additional investigation and remedial actions were conducted and a proposed plan recommending soil excavation and soil gas monitoring for the upland portion of the site was prepared by the Navy in 2015. The Record of Decision/Final Remedial Action Plan was signed by the Navy, DTSC, and Regional Water Board in September 2016. Field remediation activities, consisting of soil excavation in two areas (shallow soil for lead and deeper soil for VOCs) were completed. Soil vapor sampling is being conducted to monitor VOCs in soil vapor.” Southern Land Company North Mare Island
11971.003.001 Demolition and Management Plan
Page | 2 August 12, 2021
Building 993: According to GeoTracker; “Building 993 was the former base fuel station located between Walnut Avenue and Railroad Avenue. Four USTs were historically used at Building 993. USTs 993-1, 993-2, and 993-3 received closure status on January 9, 1999. UST 993-4 was a 500-gallon waste oil tank removed on July 18, 1990. The Navy removed contaminated soil outside of the existing building and conducted soil and groundwater investigation inside and around the building. The Water Board concurred with No Further Action.”

2.0 GENERAL WORK ACTIVITY OVERVIEW
The work covered under this Work Plan will be conducted in a sequential manner, with some activities being conducted concurrently with others. Demolition work will be performed in accordance with Cal OSHA, BAAQMD 11-2-401.3, and the requirements of the City of Vallejo.

Contractor’s general sequence of demolition activities may require alteration at any given time.

Depending upon site and other unknown conditions, a summary of the general sequence for the work activities is outlined as follows:
 Pre-demolition survey of each building
 Pre-construction activities and site mobilization
 Verification of utility disconnects and isolations by others  Removal of remaining chemicals and hazardous materials, if any  Removal of asbestos containing materials (ACM), lead-based paint (LBP), and polychlorinated biphenyl (PCBs) mitigation, as necessary  Demolition of existing buildings.
 Management and/or removal of demolition debris and material.

2.1 WORK HOURS
Demolition activity shall comply with project requirements. It is anticipated that demolition activity will be conducted between 7:00 a.m. and 6:00 p.m. on weekdays. Appropriate authorization will be obtained prior to weekend or holiday work

2.2 EQUIPMENT /MATERIAL STAGING AND PARKING
Vehicle and equipment parking will initially be located near the buildings being demolished with the understanding staging and parking may occur in other areas of the site during the course of demolition activities. There is sufficient area that Contractor’s staging areas are expected to remain outside of the public right of way.

2.3 DEBRIS/STOCKPILE STAGING
Soil and debris stockpiles will initially be staged near the buildings being demolished with the understanding staging may be rotated to a central consolidated area during the course of demolition activities if needed.

Southern Land Company North Mare Island
11971.003.001 Demolition and Management Plan
Page | 3 August 12, 2021

2.4 HAUL ROUTE AND TRAFFIC
Contractor will direct traffic to comply with project requirements. It is anticipated vehicular traffic to the buildings to be demolished will be limited to entry and exit along Walnut Avenue and Railroad Avenue with connection to State Route Highway 37 and/or Interstate 80. The City of Vallejo will determine if a supplemental specific Traffic Control Plan is needed for this work.

3.0 HEALTH AND SAFETY
The Contractor shall consider safety and the prevention of accidents an integral part of its operation. Under Federal, State and local laws, Contractor is responsible to provide a safe working environment, and to protect life, health and safety of its employees and subcontractor's personnel. Although providing safe working conditions is primarily a management responsibility, safety and accident prevention can be accomplished only through coordinated efforts of all employees and subcontractor personnel. If the task or service being undertaken cannot be done safely, the Contractor shall discontinue work until proper controls can be established.

Contractor will hold daily tailgate meetings for its employees prior to work commencement.

Additionally, Contractor will require that subcontractors be required to hold similar daily tailgate meetings covering their respective portion of the work. These meetings are designed to discuss the projected work schedule and prepare each worker for any potential hazards associated with the work activities. A copy of the daily or weekly safety meeting logs will be maintained on-site.

All personnel attending the safety meeting will be required to sign the safety meeting log upon completion of the tailgate safety meeting. During the tailgate meetings, personnel will be reminded of site conditions and are encouraged to participate with health and safety concerns.

At the conclusion of the project, copies of daily activities will be presented in a final report to the Property owner for distribution to relevant parties.

4.0 DEMOLITION ACTIVITIES

4.1 PRE-DEMOLITION SURVEY AND HAZARDOUS MATERIAL ABATEMENT Prior to commencement of building demolition, a thorough walkthrough and evaluation of the buildings will be conducted to confirm that all appropriate measures have been completed to ensure that the area is ready for commencement of demolition activities. Pre-Demolition Survey Reports will be completed and provided to Contractor for as-needed distribution to the construction team. Contractor or subcontractor shall prepare an ACM, LBP, and PCB abatement plan as necessary, addressing all items identified in Pre-Demolition Survey Reports.

4.2 GENERAL DEMOLITION ACTIVITIES
In general, the tasks will include a variety of procedures. The most important aspect in the development of these procedures will be the safe conduct of the work. Contractor’s procedures will limit the use of labor to the most controlled and safe conditions and rely upon mechanized means of removal wherever possible. Excavators equipped with concrete breakers, concrete munchers, grapples, and other modern hydraulic demolition tools and attachments will be utilized. Wherever possible, large structures will be removed to ground level using mechanized means. Subsequent sizing of scrap materials such as steel and rebar and other material processing activities will take place at grade level, hauled off-site and recycled accordingly.

Southern Land Company North Mare Island
11971.003.001 Demolition and Management Plan
Page | 4 August 12, 2021
General building/structure demolition will be conducted in a manner that does not interfere with or encroach upon potential surrounding pedestrian and vehicular traffic during normal activities.

Contractor will provide fencing around the project site and will work within the confines of the site fencing whenever possible. However, depending upon site and structure conditions, alternative methods of demolition and alternative types of equipment may be used to ensure the safest and most efficient means of operation. This may involve modification of the site fencing from time to time in order to complete the demolition activities. This will be coordinated with Southern Land Company in advance.

5.0 PRE-STRUCTURAL DEMOLITION ACTIVITIES
Contractor will perform salvage operations in accessible areas where the power has been isolated while the soft demolition activities are going on. Contractor will use Bobcat-type skid steer loaders, hand labor, and/or equivalent to remove all soft debris that is not easily separated from the concrete material. This includes removal debris piles, roofing, ceilings, HVAC ducts, insulation, plaster partition walls, lights, and all other building components that will not be recycled. After much of the soft debris is removed, Contractor or subcontractor will commence the ACM, LBP, and PCB abatement activities, as necessary. Upon completion of hazardous building material abatement, the Contractor shall then resume with additional salvage and interior demolition until the building is cleaned out of all soft demolition debris.

6.0 MATERIAL RECYCLING AND DEMOLITION DEBRIS

DISPOSAL
In accordance with City of Vallejo Construction & Demolition Debris Recycling program, demolition debris that will not be recycled by Contractor will be loaded into semi-end dumps and hauled to a disposal facility for further recycling or landfill. A Waste Management Plan provides information of material to be recycled or disposed and the designated recycling and/or disposal facilities. The Waste Management Plan is provided as Appendix C and can be updated as needed.

7.0 DUST CONTROL MEASURES
Dust control will be considered an important part of the overall project. Contractor will utilize a water truck and/or fire hose attached to a local hydrant during demolition operations. Contractor will direct a localized fine water spray to the source of demolition activities, as required, thereby reducing airborne dust particles. To reduce the potential of run-off of water, the water supply will be used only when necessary. A proper backflow device will be installed at the hydrant locations, if utilized. A Dust Control Plan is provided as Appendix D.

8.0 STORMWATER POLLUTION PREVENTION (SWPPP)
Contractor will follow requirements for stormwater management and erosion control as specified for the Project. Best Management Practices (BMPs) will be implemented including but not limited to perimeter protection, wetting surfaces prior to removal, and protection of inactive stockpiles.

FIGURES
Figure 1: Vicinity Map
Figure 2: Site Plan

APPENDIX A
Additional Building Information
North Mare Island,
Vallejo, CA

APPENDIX B
Pre-Demolition Survey Reports
North Mare Island,
Vallejo, CA
(To be performed and provided to Contractor)

APPENDIX C
Waste Management Plan
North Mare Island
Vallejo, CA
Southern Land Company North Mare Island
11971.003.001 Demolition and Management Plan
Page | C-1 August 12, 2021

1.0 INTRODUCTION
The project consists of 10 buildings situated at the northern portion of Mare Island that will be cleared of structures in preparation for future development.

2.0 PURPOSE
The purpose of this Waste Management Plan is to document the types and estimated weights of materials that will be generated during demolition activities at the site, and to evaluate the amount of these materials that may be recycled or reused. The City of Vallejo requires appropriate projects to adhere to the City of Vallejo Debris Recycling Ordinance. The Ordinance states that projects are required to recycle or reuse 50 percent (%) of all construction or demolition debris and 75% of all concrete and asphalt generated from the project.

3.0 PRE-DEMOLITION SURVEYS
Pre-demolition asbestos, lead-based paint, and polychlorinated biphenyl surveys will be completed and provided to the Contractor prior to demolition work. Examples of typical asbestos-containing building materials include thermal systems insulation (TSI), transite panels, mastic, and window caulking. The demolition-level surveys will refine the estimated materials and weights.

BUILDING NUMBER USE YEAR BUILT AREA OF BUILDING
(FT2)
499 Former Paint
Factory/Warehouse 1938 42,000
503 Former Paint
Factory/Warehouse 1940 33,800
517 Abandoned Electrical
Substation 1941 1,117
589 Abandoned Electrical
Substation 1942 2,848
593 Abandoned Electrical
Substation 1942 2,000*
601 Former Paint
Factory/Warehouse 1942 88,000
Southern Land Company North Mare Island
11971.003.001 Demolition and Management Plan
Page | C-2 August 12, 2021

BUILDING NUMBER USE YEAR BUILT AREA OF BUILDING
(FT2)
653 Sewage Lift Station 1943 500*
663 Phone Equipment
Room 1993 625
673 Abandoned Warehouse 1942 14,000
993
Former Service
Station/Convenience
Store
1975 6,000
TOTAL -- -- 195,390
*Recorded as “small” structure. Estimate based on aerial photographs.

Combining an estimate of 200,000 ft2 and using a factor for commercial demolition of 21 pounds per square foot per the City of Vallejo Construction & Demolition Waste Generation Guide, yields approximately 4,200,000 pounds.

4.0 DIVERSION GOAL FOR NORTH MARE ISLAND SITE
The Ordinance sets a Diversion Requirement of 50%, that is, 50% of the total construction and demolition debris and 75% of all concrete and asphalt generated from the project generated by a project must be reused or recycled. Given the predominate material includes concrete, baserock, and asphalt, it is expected that the diversion goal will be achieved.

APPENDIX D
Dust Control Plan
Southern Land Company North Mare Island
11971.003.001 Demolition and Management Plan
Page | D-1 August 12, 2021

1.0 DUST CONTROL PLAN
This section details potential dust control measures that the Contractor will implement to reduce potential dust emissions during demolition related activities. Dust emissions may result from activities during demolition and from wind erosion. These sources are most effectively controlled using wet suppression. Stockpiles will be covered unless the stockpile is considered active, including being loaded. Water will be sprayed on areas that have already been excavated and are subject to wind erosion. Contractors shall comply with all City of Vallejo permit requirements.

2.0 DUST MITIGATION
The main mechanism for the control of fugitive dust emissions from construction activities and wind erosion is by watering, which leads to the formation of a surface crust to reduce the available reservoir of dust. In addition to water, a wide variety of chemical dust suppressants are available to enhance the formation of a surface crust. The effectiveness of wet suppression is dependent on the type of activities occurring, the frequency of watering, and the meteorological conditions. The watering schedule will be determined by an evaluation of the air monitoring and meteorological data, site conditions, and site activities.

Dust control measures will include, but may not be limited to:
 Water active construction areas at least twice daily and more often during windy periods.  Active areas adjacent to residences should be kept damp during demolition.  Cover hauling trucks or maintain at least 2 feet of freeboard. Pave, apply water at least twice daily, or apply (nontoxic) soil stabilizers on all unpaved access roads, parking areas, and staging areas.
 Sweep daily (with water sweepers) paved access roads, parking areas, and staging areas.  Sweep adjacent streets daily (with water sweepers) if visible soil material is deposited onto the road surface.
 Hydroseed or apply (nontoxic) soil stabilizers to inactive construction areas (previously graded areas that are inactive for 10 days or more).
 Enclose, cover, water twice daily, or apply (nontoxic) soil binders to exposed stockpiles.  Limit traffic speeds on any unpaved roads to 15 mph.
 Install sandbags or other erosion control measures to prevent silt runoff to public roadways.  Suspend excavation and grading activity when winds (instantaneous gusts) exceed 25 mph.  Designate an air quality coordinator for the project. Prominently post a phone number for this person on the job site, and distribute same to nearby residents and businesses. The coordinator will respond to and remedy any complaints about dust, exhaust, or other air quality concerns. A log shall be kept of complaints and how and when the problem was remedied.

Southern Land Company North Mare Island
11971.003.001 Demolition and Management Plan
Page | D-2 August 12, 2021

3.0 STOCKPILE AND VEHICLE MANAGEMENT
As necessary, based on meteorological and Site conditions, soil and/or debris piles will be covered with plastic tarps or equivalent. Vehicles on-site will be limited to a maximum speed of 15 mph. Prior to departure from the Site to the surface streets, vehicles will be checked for material residue and cleaned if necessary. The public paved roadways surrounding the Site will be checked for any material possibly tracked out, despite mitigation efforts. The Contractor will take all reasonable measures to clean the roadways of this material within an hour of observation.

APPENDIX B

100 Pringle Avenue | Suite 600 | Walnut Creek, CA 94596 | (925) 930-7100 | Fax (925) 933-7090 www.fehrandpeers.com
Memorandum
Date: September 3, 2021
To: Andrea Jones, Southern Land Company
From: Emily Chen and Ian Barnes, PE, Fehr & Peers
Subject: Mare Island Connolly Street Corridor Development Transportation Assessment WC21-3798.01
This memorandum presents the results of a transportation assessment of the proposed development along the Connolly Street corridor on Mare Island in Vallejo, California. The proposed project includes the shifting of development approved under the adopted Specific Plan for Mare Island (2013) from locations south of the Connolly Street corridor to the Connolly Street corridor. This transportation assessment was prepared to determine if the proposed development remains consistent with the previously-completed CEQA transportation analysis (2007) for the Mare Island Specific Plan. The CEQA transportation analysis was performed on the basis of Level of Service (LOS), which was the analysis metric typically used before July 2020 for the establishment of CEQA transportation impacts. Subsequently, the CEQA Guidelines have been updated (as a result of Senate Bill 743) to establish vehicle-miles traveled (VMT) as the CEQA transportation analysis metric. This memorandum presents a quantitative evaluation of consistency with the LOS-based transportation analysis and a qualitative evaluation of the project’s effect on VMT versus the approved Specific Plan and EIR.

Project Description
The proposed project includes development of the following uses. It is noted that some of the project components rely on transfer of land uses from other areas on Mare Island to the Connolly Street corridor (as noted).
 200-room hotel with ancillary uses (149,100 square feet) – includes transfer of density from Mare Island Reuse Area 5 of about 142,600 square feet  4.45 acres of open space
 29,000 square feet of office space (versus 364,000 allowed in Reuse Area 3B)  373 multifamily residential uses – includes transfer of 115 units from Reuse Area 8 Andrea Jones, Southern Land Company
September 3, 2021

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Vallejo City CouncilMarch 22, 2022

Vallejo City Council
March 22, 2022