RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF VACAVILLE AUTHORIZING THE EXECUTIVE DIRECTOR TO ACCEPT A 6

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1 Agenda Item No. 6f July 8, 2008 TO: FROM: SUBJECT: Honorable Chairman and Redevelopment Agency Members Honorable Mayor and City Council Attention: David J. Van Kirk, Executive Director/City Manager Laura Kuhn, Assistant City Manager RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF VACAVILLE AUTHORIZING THE EXECUTIVE DIRECTOR TO ACCEPT A ACRE PARCEL OF LAND COMMONLY REFERRED TO AS APN FROM CT STOCKING, LLC, AND AUTHORIZING THE EXECUTIVE DIRECTOR TO PREPARE AND EXECUTE AMENDMENTS TO AGREEMENTS AND OTHER DOCUMENTS RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VACAVILLE AUTHORIZING THE CITY MANAGER TO PREPARE AND EXECUTE ALL NECESSARY DOCUMENTS TO AMEND THE 2004 STADIUM AGREEMENT, DEFERRED IMPROVEMENT AGREEMENT, AND OTHER AGREEMENTS BETWEEN THE CITY OF VACAVILLE AND CT STOCKING, LLC DISCUSSION: The removal of more than 50% of the Nut Tree Stadium has triggered a provision in the 2004 Stadium Agreement that would require that a 6.52-acre portion of the Stadium property (APN ) be transferred to the Redevelopment Agency. This parcel encompasses the parking lot area that served the Nut Tree Stadium. On December 8, 2004, the Vacaville Redevelopment Agency, the City of Vacaville, BC Stadium, LLC, and West and East Bay Construction, entered into the 2004 Stadium Agreement (the Agreement ). According to the Agreement, BC Stadium, LLC, would convey the 6.52-acre parcel (APN ) and all improvements, including the existing concession building and equipment, and the completed 600-space parking lot to the Vacaville Redevelopment Agency. This conveyance would be free and clear of all title encumbrances or liens if: (i) the Stadium facilities are no longer used for professional sporting or entertainment events for more than 18 months, or (ii) 50% or more of the Stadium facilities are demolished. The Agreement was later amended to delete West and East Bay Construction, and to recognize that BC Stadium had conveyed ownership interest in the property to CT Stocking, LLC. CT Stocking, LLC, notified the Agency in a May 2, 2008, letter that it had demolished more than 50% of the Stadium facilities and were in the process of completing demolition. Therefore, the Agency Board may now exercise its right to notify CT Stocking, LLC of the Agency election to accept the 6.52-acre parcel. The Agreement specifies that the Agency shall make such election not later than ninety (90) days after notification. In this case, the Agency Board must act upon the election to accept conveyance by the end of July. Since notification from CT Stocking, LLC was received, staff has conducted a title search, a Phase I environmental site assessment and geotechnical inspections to assess whether the title and condition of the 6.52-acre parcel are acceptable to the Agency. Staff determined that the title will require the removal of the Deed of Trust securing the Agreement and the Deferred Improvement Agreement applicable to the original Stadium approval, which currently encumber the 6.52-acre parcel. These actions would be taken after the election to accept has occurred. The Phase I environmental site assessment and geotechnical inspections did not reveal evidence of any remaining metal underground storage tanks on site; however, if hazardous waste is encountered during construction of the parking lot by CT Stocking, Inc., the party responsible for the contamination will be liable for the remediation costs.

2 CT Stocking, LLC is still responsible for its obligation under the Deferred Improvement Agreement to construct a 600-space parking lot on the 6.52 acres. Further, the existing obligation to retain $1,000,000 in escrow for the parking lot construction also remains. The transfer of the property to the Agency requires the adoption of resolutions both for the property transfer and to amend the Stadium Agreement and the Deferred Improvement Agreement. In addition, under the terms of the Stadium Agreement, CT Stocking, LLC would also be obligated to pay its fair share of assessments (Nut Tree Assessment District) and would not be entitled to Development Impact Fee credits for any new development on the balance of the Stadium property. RECOMMENDATION: 1. By simple motion, that the Redevelopment Agency of the City of Vacaville adopt the subject resolution to authorize the Executive Director to accept a 6.52-acre parcel (commonly known as APN ) from CT Stocking, LLC, and prepare and execute amendments to agreements and other documents related to this action. 2. By simple motion, that the City Council of the City of Vacaville adopt the subject resolution to authorize the City Manager to prepare and execute all necessary documents to amend the 2004 Stadium Agreement, the Deferred Improvement Agreement, and other related agreements between the City and CT Stocking, LLC. Attachments: Map Resolutions

3 RESOLUTION NO. RD RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF VACAVILLE AUTHORIZING THE EXECUTIVE DIRECTOR TO ACCEPT A 6.52-ACRE PARCEL OF LAND COMMONLY REFERRED TO AS APN FROM CT STOCKING, LLC, AND AUTHORIZING THE EXECUTIVE DIRECTOR TO PREPARE AND EXECUTE AMENDMENTS TO AGREEMENTS AND OTHER DOCUMENTS WHEREAS, on December 8, 2004, the City of Vacaville (the City ), the Redevelopment Agency of the City of Vacaville (the Agency ), and BC Stadium, LLC, entered into an agreement entitled the 2004 Stadium Agreement (the Stadium Agreement ) and a Deferred Improvement Agreement relating to the Nut Tree Stadium located on approximately eighteen (18) acres of land, consisting of a 6.52-acre parcel (the Parking Lot Parcel ) and an acre parcel (the Stadium Parcel ) north of East Monte Vista Avenue on the east side of Nut Tree Road in the City of Vacaville; and WHEREAS, CT Stocking, LLC, is the successor in interest to BC Stadium, LLC; and WHEREAS, Section 2.A of the Stadium Agreement provides for the conveyance of the Parking Lot Parcel and all improvements thereon, including a parking lot and a concession building, to the Agency free and clear of all title encumbrances or liens should: (i) the stadium facilities no longer be used for professional sporting or entertainment event or, (ii) fifty percent (50%) or more of the stadium facilities are demolished; and WHEREAS, the Parking Lot Parcel is within the Vacaville I-505/80 Redevelopment Area, and the transfer of the parcel is consistent with the Redevelopment Plan for the Vacaville I-505/80 Redevelopment Project Area (the Redevelopment Plan ) adopted on July 12, 1983 by Ordinance No. 1188, as amended from time to time, and the Redevelopment Implementation Plan adopted pursuant to Section of the California Health and Safety Code; and WHEREAS, by letter dated May 2, 2008, and received by the Agency on May 5, 2008, CT Stocking, LLC notified the Agency that CT Stocking, LLC had demolished more than fifty percent (50%) of the stadium facilities and would soon conclude the entire demolition process; and WHEREAS, Section 2.A of the Stadium Agreement provides that, upon receipt of such notice of demolition, the Agency shall have the option to accept the Parking Lot Parcel by providing notice of such election to CT Stocking, LLC, within ninety (90) days of such receipt of notice; and WHEREAS, during that ninety (90)-day period, Agency has conducted a Phase I environmental site assessment and geotechnical inspections of the Parking Lot Parcel, which disclosed no obvious evidence of any remaining metal underground storage tanks on site; however, if during construction hazardous waste is encountered, the party responsible for said contamination will be liable for the costs of said clean up; and WHEREAS, in accordance with Section 2.A of the Stadium Agreement, the Agency wishes to accept the Parking Lot Parcel in fee simple title, together with all improvements thereon, free and clear of any title encumbrances or liens, which shall require the removal or amendment of: (i) a Deed of Trust (recorded on December 14, 2004, instrument number , Solano County Records), (ii) a Deferred Improvement Agreement (recorded on December 14, 2004, instrument number , Solano County Records) and subsequent amendments thereto; (iii) the Stadium Agreement (recorded on December 14, 2004, instrument number , Solano County Records) and subsequent amendments thereto; and (iii) a reciprocal access and parking easement, for the benefit of parcels 1 and 2, as identified in Book 46 of Parcel Maps Page 33 of Solano County Records (recorded on December 6, 2004, instrument number , Solano County Records); and WHEREAS, upon conveyance of the Parking Lot Parcel to the Agency, CT Stocking, LLC, and its successors will no longer have any right or interest in the Parking Lot Parcel; and WHEREAS, the Parking Lot Parcel has been underutilized and requires constant security and weed abatement and, from time to time, requires the removal of abandoned and substandard structures that have been the target of arson, vandalism, and gang-related activity; and

4 WHEREAS, in addition to the elimination of blight, the benefits to the community in acquiring the Parking Lot Parcel and putting it to productive use include job creation, increased shopping and dining opportunities, and preservation of the historic flavor of the Nut Tree; and WHEREAS, Section of the California Government Code directs that deeds or grants conveying any interest in, or easement upon, real estate to the Agency be accepted with the consent of the Agency Board as evidenced by a certificate or resolution of acceptance attached to or printed on the deed or grant; and WHEREAS, the acceptance of the Parking Lot Parcel is not a project as defined by Section of the California Environmental Quality (CEQA) Act Guidelines. NOW THEREFORE BE IT RESOLVED, that the Vacaville Redevelopment Agency hereby elects to accept the 6.52-acre Parking Lot Parcel commonly referred to as APN and hereby authorizes the Executive Director or his or her designee to prepare and execute documents necessary to convey the Parking Lot Parcel from CT Stocking, LLC, to the Agency, free and clear of any title encumbrances, liens, easements, and reciprocal rights, which, in the opinion of the Executive Director or his or her designee, are not acceptable to the Agency. BE IT FURTHER RESOLVED, that the Vacaville Redevelopment Agency does hereby authorize the Executive Director or his or her designee to prepare and execute the necessary documents to convey the property to the Agency and to amend the Stadium Agreement (including any amendments thereto), the Deferred Improvement Agreement (including any amendments thereto), and other related agreements between the City, the Agency, and CT Stocking, LLC as may be necessary to further the intent of the acceptance of the Parking Lot Parcel. I HEREBY CERTIFY that the foregoing resolution was introduced and passed at a noticed joint meeting of the City Council and Redevelopment Agency of the City of Vacaville, held on the 8th day of July 2008, and approved by the following vote: ATTEST: AYES: NOES: ABSENT: By: Michelle A. Thornbrugh, Recording Secretary

5 RESOLUTION NO RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VACAVILLE AUTHORIZING THE CITY MANAGER TO PREPARE AND EXECUTE ALL NECESSARY DOCUMENTS TO AMEND THE 2004 STADIUM AGREEMENT, DEFERRED IMPROVEMENT AGREEMENT, AND OTHER AGREEMENTS BETWEEN THE CITY OF VACAVILLE AND CT STOCKING, LLC WHEREAS, on December 8, 2004, the City of Vacaville (the City ), the Redevelopment Agency of the City of Vacaville (the Agency ), and BC Stadium, LLC, entered into an agreement entitled the 2004 Stadium Agreement (the Stadium Agreement ) relating to the Nut Tree Stadium located on approximately eighteen (18) acres of land, north of East Monte Vista Avenue on the east side of Nut Tree Road in the City of Vacaville; and and WHEREAS, CT Stocking, LLC, is the successor in interest to BC Stadium, LLC; WHEREAS, Section 2.A of the Stadium Agreement provides for the conveyance of a 6.52-acre parcel of land identified therein as the Parking Lot Parcel, (commonly referred to as APN ) together with all improvements thereon, including a parking lot and concession building to the Agency free and clear of all title encumbrances and liens should: (i) the stadium facilities no longer be used for professional sporting or entertainment events, or (ii) fifty percent (50%) or more of the stadium facilities are demolished; and WHEREAS, on May 2, 2008, CT Stocking, LLC, notified the Executive Director, in writing, that CT Stocking, LLC, had demolished fifty percent (50%) or more of the stadium facilities and would conclude the entire demolition process soon; and WHEREAS, by separate resolution, the Agency, pursuant to Section 2.A of the Stadium Agreement, has elected to accept conveyance of the Parking Lot Parcel in fee simple title together with all improvements thereon, free and clear of any title encumbrances or liens, which will require the removal and/or modification of a Deed of Trust (recorded on December 14, 2004, instrument number , Solano County Records), a Deferred Improvement Agreement (recorded on December 14, 2004, instrument number , Solano County Records) and subsequent amendments thereto, the Stadium Agreement (recorded on December 14, 2004, instrument number , Solano County Records) and subsequent amendments thereto, and a reciprocal access and parking easement, for the benefit of parcels 1 and 2, as identified in Book 46 of Parcel Maps Page 33, (recorded on December 6, 2004, instrument number , Solano County Records); and WHEREAS, upon conveyance of the Parking Lot Parcel to the Agency, CT Stocking, LLC, or its successors will no longer have any right or interest in the Parking Lot Parcel, and WHEREAS, CT Stocking, LLC, and its successors in interest to that certain acre of land identified in the Stadium Agreement as the Stadium Parcel (commonly referred to as APN ) shall continue to be responsible for certain obligations specified in the Stadium Agreement and the Deferred Improvement Agreement (recorded on December 14, 2004, instrument number , Solano County Records) including, but not limited to, Section 2.H.2 of the Stadium Agreement (relating to assessments and development impact fee credits) and Section 8.B.2 of the Deferred Improvement Agreement (relating to the construction of a parking lot).

6 NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Vacaville does hereby authorize the City Manager or his or her designee to prepare and execute the necessary documents to remove and/or amend the Stadium Agreement (including amendments thereto), the Deferred Improvement Agreement (including amendments thereto), and other related agreements between the City and CT Stocking, LLC. I HEREBY CERTIFY that the foregoing resolution was introduced and passed at a noticed joint meeting of the City Council and Redevelopment Agency of the City of Vacaville, held on the 8th day of July, 2008, and approved by the following vote: AYES: NOES: ABSENT: ATTEST: By: Michelle A. Thornbrugh, City Clerk

7 ORANGE DR. NUT TREE ROAD EAST MONTE VISTA AVE. NUT TREE AIRPORT Source: Department of Housing & Redevelopment O:GIS Layers\Nut Tree Stadium Nut Tree Stadium Property 11.7 Ac Ac Feet I-80 BROWNS VALLEY PKWY.