Honorable Mayor and City Council Members Chair and Agency Board Members Attention: Laura C. Kuhn, City Manager/Executive Director

Agenda Item No. 8B November 9, 2010 TO: FROM: SUBJECT: Honorable Mayor and City Council Members Chair and Agency Board Members Attention: Laura C. Kuhn, City Manager/Executive Director Kenneth R. Campo, Assistant City Manager/Finance Director Maureen T. Carson, Director of Community Development Cynthia W. Johnston, Director of Housing and Redevelopment ORDINANCE ADOPTING AN AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF VACAVILLE, VACAVILLE REDEVELOPMENT AGENCY, AND WW NUT TREE, LLC. DISCUSSION: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VACAVILLE ADOPTING A MITIGATED NEGATIVE DECLARATION, AND APPROVING THE NUT TREE RANCH POLICY PLAN AMENDMENT AND NUT TREE RANCH PLANNED DEVELOPMENT MASTER PLAN MODIFICATION RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VACAVILLE AUTHORIZING EXECUTION BY THE VACAVILLE REDEVELOPMENT AGENCY OF SPECIFIED AGREEMENTS RELATED TO THE NUT TREE AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT AND STADIUM PROPERTY EXCHANGE AGREEMENT AND MAKING REQUIRED STATUTORY FINDINGS RESOLUTION OF THE VACAVILLE REDEVELOPMENT AGENCY AUTHORIZING EXECUTION BY THE VACAVILLE REDEVELOPMENT AGENCY OF SPECIFIED AGREEMENTS RELATED TO THE NUT TREE AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT AND STADIUM PROPERTY EXCHANGE AGREEMENT AND MAKING REQUIRED STATUTORY FINDINGS The project proposal is to amend the existing, approved Nut Tree Ranch Policy Plan, the Nut Tree Ranch Planned Development Master Plan, and the existing Development Agreement between the City, the Redevelopment Agency, and the developer. In addition, the Agency is proposing to amend the existing Disposition and Development Agreement (DDA), approve a property exchange agreement, and take related actions to approve revised land uses and land use layouts within the approximately 96-acre approved Nut Tree Ranch mixed use development area. The Policy Plan was adopted in 2002 and the development project was originally approved in 2003 and has been under construction over the last several years. The amendments to the Nut Tree Ranch Policy Plan will add new uses, remove other uses, revise parking requirements and establish land use areas to allow for the development of the mixed use project. Potential alternative uses are also identified for addition to the land uses including a solar power facility and flex-office commercial uses. A detailed description of the Policy Plan Amendments is provided in the Planning Commission staff report (Attachment A-1). The amended planned development would adopt a new conceptual site layout through a Planned Development Master Plan for retail/restaurant (up to approximately 394,000 sq. ft.),

office or flex-office (up to approximately 251,000 sq. ft.), fitness center, hotel/conference center (minimum 200 rooms/30,000 sq. ft.), residential (approximately 12-15 acres @ maximum 18 units/acre; up to approximately 270 units), the existing Nut Tree Plaza, the Harbison House event center and space for special events on a view corridor in the freeway frontage area. The amended development agreement would update the agreement to correctly reference the new agreements between the Redevelopment Agency and the developer and to incorporate the new site plan. The intent of the development agreement amendment is to have the agreement correctly incorporate these revised companion documents. Subsequent to adoption of an amended development agreement, non-substantive technical revisions may be made to the development agreement administratively by staff in order to provide final accurate citation to revised section numbers and other non-substantive changes in the Amended and Restated DDA. The project would also revise land exchange and sale agreements between the City s Redevelopment Agency and private developers. The project is intended to allow for continued development of the existing approved mixed use development with amendments to the specific land uses and land use layout. Solano County Airport Land Use Commission Action (ALUC) The project lies within the Area of Influence of the Nut Tree Airport and the Travis Air Force Base and has been reviewed for consistency with each adopted Airport Land Use Compatibility Plan (ALUCP). On July 29, 2010, staff submitted the referral packet to the County for ALUC review. The proposed project was presented to the ALUC at three separate meetings (September 9, September 27, and October 5, 2010). Two meetings resulted in inconclusive votes (September 9 and October 5) and one resulted in a continuance (September 27). The ALUC found the proposed project consistent with the Nut Tree Airport and Travis Air Force Base Land Use Compatibility Plans (ALUCP s) by failing to take action (on October 5) within the mandatory time period for action under their review procedures. A number of ALUC members, in their statements regarding the project, indicated that they were concerned about the safety and location of the residential site. The City adopted the residential zoning on this site in 2002. The zoning was found to be consistent with the Nut Tree Airport ALUCP by the ALUC in June 2002. The residential zoning has not changed since 2002 with regard to its location on the site or in proximity to the runway or in its planned density. The City evaluated the project in accordance with the State Airport Land Use Planning Handbook to further determine whether any new concerns would affect the site. The City s analysis and the analysis of the City s consultants (ESA Airports), attached as Attachment D, indicates that the project complies with the ALUCP, the City Land Use & Development Code, and the safety and noise criteria detailed in the airport planning handbook. The City has not altered the procedures required by the Policy Plan that establish clear steps for the ALUC to review subsequent phases of the Nut Tree development project, including the types of projects that will be referred for subsequent review by the ALUC. The City has also prepared additional analysis of airspace protection needs (Attachment D). This analysis recommends FAA review when detailed height information is available for future buildings. This requirement is already incorporated in the Policy Plan. The analysis also recommends that the FAA review process be initiated relative to precision approach to runway 20. It is premature to conduct this analysis prior to completion of the on-going airport master plan update process. The City is currently participating in this process. 2

Planning Commission Action On October 19, 2010, the Planning Commission held a public hearing on the amendments to the existing project approvals. The Planning Commission heard testimony, largely associated with aviation related concerns, and voted 6-0 to recommend that the City Council approve the proposed actions. As part of their action, the Planning Commission commented that they believe the project meets the development standards for projects near airports. The Commission also heard testimony both for and against the removal of the large trees along I-80 and discussed staff s recommendation that these large trees be retained in future site plans for the development. Staff recommended incorporating these existing large trees into the design of the project in the same way as has been done with the earlier phases of the project. This action has helped achieve over time a more unique project design by including trees that existed at the historic Nut Tree site for decades. Staff s recommendation suggested allowing the developer a reduced landscape setback in return for retaining the trees. The Planning Commission agreed with the developer s request that they be allowed to remove all of these trees, subject to requirements to replace the removed trees with large sized new trees as development proceeds. The Commission s action included a recommendation that the condition requiring the preservation of the trees along the freeway be removed, therefore, this condition (25.a) has been deleted. A new condition has been prepared to address the proposed tree mitigation ratio, per the Commission s comments. The Commission also heard testimony regarding concerns about a proposal to allow a fire station in the Centennial Park area. The Policy Plan amendment request has been revised to remove proposed language that would have allowed the placement of this building in the park at this time. Staff believes this should be deferred until the preparation of a Park Master Plan. Environmental Review The City has conducted an Initial Study under CEQA and has prepared a Mitigated Negative Declaration for the project. The proposed amendments to the Policy Plan, Planned Development and other project related documents will have a less-than-significant effect on the environment with the incorporation of mitigation measures into the project design. In 2002, the City of Vacaville certified the Program EIR for the Nut Tree Development project. The Initial Study for the proposed amendments examined the effect of changes to the project (Policy Plan Amendments to add or delete land uses; specific location changes for land use areas; other development standards; Master Planned Development amendment to add the former stadium site in to the Planned Development site plan and other development related changes to City and Agency approvals) and examined changes to the environment around the project. Mitigation measures were identified to provide additional noise, safety, and greenhouse gas reduction measures to reduce impacts to less-than-significant levels and therefore a Mitigated Negative Declaration is proposed. The proposed Mitigated Negative Declaration was circulated for public review from July 21 through August 19 (included in Attachment A). The City received several letters of comment on the environmental review. Letters were received from the State of California Division of Aeronautics, the Nut Tree Airport, the Cal Trans Transportation Division, and the California Pilots Association and from two individual pilots. The comments primarily address issues of airport compatibility and are addressed in the City s response letters dated August 30 2010, and September 29, 2010 (included in Attachment A), and additional information and analysis provided in this staff report (Attachments D & E). Approval of the Mitigated Negative Declaration and adoption of the Mitigation Monitoring Plan is recommended. 3

Amended and Restated Disposition and Development Agreement (ARDDA) and Property Exchange Agreement In 2003, the Agency entered into a Disposition and Development Agreement (DDA) with Nut Tree Associates, LLC (NTA) to construct a 76-acre mixed-used development. Between 2003 and 2008, the DDA was amended four times to facilitate the project s development. In 2009, NTA assigned their rights to the DDA to WW Nut Tree, LLC, which in turn assigned the agreements to Nut Tree Holdings, LLC (NT Holdings) in 2010. In 2000, the City and Agency entered into various agreements with Flying Squirrel Entertainment, LLC (the developer of the Nut Tree stadium property) which was subsequently purchased by two other entities and is currently owned by CT Stocking, LLC (CT). A detailed summary of the background of these two projects is included as Attachment F. Agency staff has been engaged in negotiations with NT Holdings and CT for a series of land transactions that would: Resolve outstanding Nut Tree project financial issues, Provide the Agency with a larger and more desirable site for development of a hotel and conference center, Cap the Agency s payment of Development Impact Fees on the Nut Tree Project, Return the Family Park land and improvements to the Agency, Resolve disputes between the City/Agency and CT concerning the Stadium Property and CT s obligation to construct parking improvements for that site, and Expand the Nut Tree Master Plan and Policy Plan regarding land uses. A Non-Binding Letter of Intent (LOI, Attachment G) that was executed on April 1, 2010 memorialized the agreed upon business points. Tonight the City Council and Redevelopment Agency Board are being asked to consider a tri-party property exchange transaction (Transaction), that was contemplated by the LOI, along with the planning documents to implement the project, and to make the environmental and redevelopment findings necessary to meet the requirements of state law. The Transaction comprises a total of 95.72 acres (with several of the parcels requiring lot line adjustments in order to improve the potential for development). Attachment H shows the ultimate ownership of the properties following the land transactions. Attachment I summarizes the Business Points related to the transactions. Over the past six months, legal and planning documents have been drafted and reviewed to provide guidance for the Transaction. The legal documents being considered by the Council/Agency are: Amended and Restated Disposition and Development Agreement (ARDDA, Attachment J) between the City, Agency, NT Holdings, and NT Retail, which consolidates the original Nut Tree DDA, the four Amendments and the business points of the LOI, and Property Exchange Agreement (Attachment K) between the City, Agency, and CT. Both the ARDDA and Property Exchange Agreement include a number of ancillary documents that will need to be executed prior to the closing of escrow for the Transaction. A list of these documents is provided as Attachment L. The primary business points of these documents have been agreed upon in principal by the parties and it is now a matter of finalizing the documents. Staff is recommending that the Council/Agency authorize the City Manager/Executive Director to negotiate, execute, and modify these ancillary documents, in accordance with the business points outlined in Attachment I and work with legal counsel to ensure the final forms are complete and executed. As previously noted, a key element of the Transaction is the Agency acquiring a larger site for a conference center and hotel. This new site has many benefits to the Agency, including: 4

Allowing the hotel and conference center to be in separate buildings, thereby providing greater flexibility in design and reduces the originally planned hotel building height, Higher visibility to the hotel/conference center site from Interstate 80 and East Monte Vista Avenue/Nut Tree Road, which are main arterial roads, The hotel will no longer be located adjacent to former Family Park and will be set away from the new Harbison Event Center, Provide a pedestrian connection to the Nut Tree Airport. In order to meet California State Redevelopment Law, it is necessary to prepare a 33433 Report and conduct a 33445 Analysis, which summarizes the benefits related to the proposed projects. According to the 33433 Report (Attachment M), the base transaction results in the Agency receiving nearly $175,000 in net benefit. In addition, an analysis of the removal of blight and determination of certain findings were needed. A summary of the analysis and findings is included as Attachment N. Overall benefits relative to the Transaction and other changes to the project include: Redevelopment of underutilized land that requires constant security and weed abatement by the Agency and private owner, Increased property tax revenue to the community, including Redevelopment Tax Increment, Increased sales tax revenue to the community, Creation of both temporary construction and permanent jobs, The historic flavor of the former Nut Tree will be preserved, by incorporating the Harbison House, Nut Tree Train, Ice Cream Pavilion, trademarks, and other family entertainment, etc., The Nut Tree Airport will become re-connected to the Nut Tree project, Provide increased shopping, dining, and meeting/conference/convention opportunities for Vacaville, Complement existing uses including the County airport, and surrounding existing commercial development, and Development of a new and vibrant mixed-use project, one that would be unique in Solano County offering retail, office, entertainment, residential use, and a conference center/hotel. The Housing and Redevelopment Commission considered the Transaction at their October 20, 2010 meeting and voted unanimously to recommend that the Council and Agency approve the project and related documents. FISCAL IMPACT City Building permits will result in development impact fees for individual improvements, and application fees paid by applicants will fund staff time to process subsequent applications. The approval of the Policy Plan amendment will have no direct fiscal impact to the City s General Fund; however, the project is a significant development project and will have a positive fiscal impact on the City in the form of sales taxes development proceeds. Redevelopment Agency Redevelopment funds have paid for staff and legal expenses relative to the negotiations and preparation of documents required to implement these transactions. The CT transaction will not have any further Redevelopment cost. The Nut Tree project transaction will entail a subsidy of approximately $3,002,000 to be funded from Redevelopment. Terms of the $7.8 million City/Agency loan that funded the initial purchase of the Nut Tree property requires the Agency to repay the City as the property is sold to a developer, but not later than 10 years if no sale had occurred. A balloon payment of $3,814,709.31 (remaining 5

principal) is due to the City in December 2010. As the proposed transaction now contemplates an exchange of land in lieu of payment, and because there is presently not sufficient funds available in the I-505/80 Redevelopment Area to make the total balloon payment (without severely impacting other projects, programs, or activities), it is necessary to modify the terms of the Unsecured Promissory Note between the City and Agency to allow repayment of the principal, with interest at 4% on the outstanding principal amount of the note, over the next 5 years. RECOMMENDATIONS: 1. By title only, that the City Council of the City of Vacaville introduce the subject ordinance. 2. By simple motion, that the City Council of the City of Vacaville and Vacaville Redevelopment Agency adopt the subject resolutions. Attachments: Community Development Department A. Planning Commission Record (including) 1. Planning Commission Packet of October 19, 2010 2. Planning Commission Minutes of October 19, 2010 B. Amended Development Agreement C. Amended Nut Tree Ranch Policy Plan D. ESA Aviation Analysis E. Additional Correspondence (received during or after Planning Commission meeting) Department of Housing and Redevelopment F. Background G. Non-binding Letter of Intent H. Map I. 2010 Nut Tree/Stadium Tri-Party Property Exchange Transaction Business Points Summary J. Amended and Restated Disposition and Development Agreement K. Property Exchange Agreement L. Ancillary Documents List M. 33433 Report N. Removal of Blight and Findings 6

ORDINANCE NO. ORDINANCE ADOPTING AN AMENDMENT TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF VACAVILLE, VACAVILLE REDEVELOPMENT AGENCY, AND, WW NUT TREE, LLC WHEREAS, the Planning Commission of the City of Vacaville held a hearing on October 19, 2010, to consider the merits of the proposed Development Agreement Amendment and recommended that the City Council of the City of Vacaville adopt an ordinance approving the proposed Development Agreement amendment; and WHEREAS, the City Council of the City of Vacaville held a properly-noticed public hearing on November 9, 2010, to consider the merits of the proposed Development Agreement Amendment; and, WHEREAS, the Mitigated Negative Declaration for the Nut Tree Ranch Policy Plan Amendment and Nut Tree Ranch Planned Development Master Plan Modification adequately addresses the environmental impacts of the proposed Development Agreement Amendment and the Development Agreement Amendment does not approve any development that was not already approved by prior City actions. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VACAVILLE DOES ORDAIN AS FOLLOWS: SECTION 1: The City Council determines that no new environmental document is required and finds that: 1. The Development Agreement Amendment does not result in substantial changes to the project or the circumstances under which the project is being implemented; and 2. That no new information of substantial importance shows the presence of any new or substantially more severe significant effects on the environment; and 3. That no new mitigation measures or alternatives to the project are required to reduce any significant environmental effects. SECTION 2: The City Council has considered the whole of the record and found that evidence in the staff report, project application materials, the public testimony and the administrative record for File 10-034 is sufficient to support the findings required pursuant to Section 14.17.214.030.B. of the Municipal as follows: 1. That the development agreement amendment is consistent with the goals, objectives, and policies of the General Plan, and any applicable specific plan or policy plan as the agreement is intended to implement the project in a manner that is consistent with the approved subdivision plans; 2. That the development agreement amendment is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is or will be located, since this project is already under construction and the agreement does not alter the characteristics of the approved project; 3. That the development agreement amendment would not be detrimental to the public health, safety, or welfare of the community, and the project will be implementing all requirements for the approved project as originally approved by the City; 4. That the development agreement amendment would promote the public convenience, general welfare, and good land use practices, and is in the best interest of the community since it will provide for certainty in the funding of infrastructure, administrative records keeping and in the allocation of residential permits for the project; 7

5. That the development agreement amendment would not adversely affect the orderly development of property or the preservation of property values, since the project will not change from the development plan already adopted for the subject property and this agreement will ensure implementation of the project as originally approved; 6. That the development agreement amendment would promote and encourage the development of the proposed project by providing a greater degree of requisite certainty. The development agreement will establish a schedule for reimbursement of infrastructure funding, will provide certainty as to the allocation of residential construction permits and will provide a methodology for funding administrative costs associated with the project. SECTION 3: The subject development agreement amendment, more particularly described in Attachment B, attached hereto and incorporated herein by reference, is approved by the City Council in accordance with the requirements of Division 14.17, Development Agreements, of the Vacaville Municipal Code. SECTION 4: The City Council of the City of Vacaville finds that the foregoing development agreement amendment is necessary to ensure that said lands ultimately are used for the purposes which are most appropriate and most beneficial from the standpoint of the City as a whole. SECTION 5: If any section, subsection, phrase or clause of this ordinance is for any reason held to be unconstitutional, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, phrase or clause thereof irrespective of the fact that any one or more section, subsection, phrases or clauses be declared unconstitutional. SECTION 6: This ordinance shall take effect thirty (30) days after passage thereof. SECTION 7: This ordinance shall be published in accordance with the provisions of Government Code Section 36933. I HEREBY CERTIFY that this ordinance was introduced at a regular meeting of the City Council of the City of Vacaville, held on the 9 th day of November, 2010, and ADOPTED and PASSED at a regular meeting of the City Council of the City of Vacaville held on day of, 2010 by the following vote: AYES: NOES: ABSENT: ATTEST: APPROVED: Michelle A. Thornbrugh, City Clerk Leonard J. Augustine, Mayor 8

SEE 11/9/10 STAFF REPORT, ATTACHMENT B., PROPOSED DEVELOPMENT AGREEMENT AMENDMENT 9

RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VACAVILLE ADOPTING A MITIGATED NEGATIVE DECLARATION, AND APPROVING THE NUT TREE RANCH POLICY PLAN AMENDMENT AND NUT TREE RANCH PLANNED DEVELOPMENT MASTER PLAN MODIFICATION WHEREAS, the Planning Commission of the City of Vacaville conducted a duly noticed public hearing on October 19, 2010, regarding the proposed Mitigated Negative Declaration, Nut Tree Ranch Policy Plan Amendment, and Nut Tree Ranch Planned Development Master Plan Modification; and WHEREAS, the City Council of the City of Vacaville conducted a duly noticed public hearing on November 9, 2010, to consider a request for adoption of the Mitigated Negative Declaration, and approval of the Nut Tree Ranch Policy Plan Amendment and Nut Tree Ranch Planned Development Master Plan Modification as follows: Nut Tree Development Area East Monte Vista Avenue and Nut Tree Road (APNs 129-240-470, 129-240-460, 129-240-450, 129-250-390, 129-250-400, 129-250-410, 129-250-430, 129-250-320, 129-250-370, 129-250-380, 129-240-310, 129-240-320, 129-240-440, 129-250-420, 129-250-290, 129-240-430, and 129-240-420) WHEREAS, the City Council received testimony from City staff, the applicant, and all interested parties regarding the proposed project; and WHEREAS, the City Council, on the basis of the factual information as contained in the written record and the testimony given at the public hearing, finds that with respect to the Mitigated Negative Declaration: 1. The project does not have the potential to substantially degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal, or eliminate important examples of major periods of California history or prehistory; The proposed project, as designed and conditioned, does not have the potential to substantially degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below selfsustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal, or eliminate important examples of major periods of California history or prehistory. All mitigation measures from the original EIR have been incorporated into the project design and no additional substantial effects associated with these resources have been identified in the Initial Study and Negative Declaration. 2. The project does not have the potential to achieve short-term environmental goals to the disadvantage of long-term goals; The proposed project, as designed and conditioned, does not have the potential to achieve short-term environmental goals to the disadvantage of long-term goals and has incorporated all development standards and mitigation requirements identified for the protection of the environment in both the Program EIR and the Mitigated Negative Declaration prepared for development of this project area. 3. The project does not have environmental effects which are individually limited but are cumulatively considerable; 10

The project as designed and conditioned, does not have environmental effects which are individually limited but are cumulatively considerable, specifically the initial study concludes and documents that the proposed revisions to the approved project will not result in cumulatively considerable impacts or substantial increases in cumulative effects identified for the adoption of the original project approvals. 4. The project will not have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly; In accordance with Section 21096(b) of the California Environmental Quality Act (CEQA), the City of Vacaville has considered and determined in its independent judgment, that the proposed project is not anticipated to result in a safety hazard or noise problem for persons using the Nut Tree Airport or for persons residing or working in the project area. In particular, substantial evidence has been incorporated into the record for the project review in the Program EIR, the Mitigated Negative Declaration, the responses to comments on the Mitigated Negative Declaration and in additional aviation analysis prepared by the City in response to comments on the project. 5. The negative declaration reflects the independent judgment of the City of Vacaville, acting as lead agency for the project. The Mitigated Negative Declaration was prepared by Planning Division staff, and reflects the independent judgment of the City of Vacaville, acting as the lead agency. WHEREAS, the City Council has reviewed the request for the Nut Tree Ranch Policy Plan Amendment and finds: 1. That the plan or amendment is consistent with the goals, objectives, and policies of the General Plan, the Zoning Ordinance, and the Development Code; The proposed project includes amendments to the Policy Plan, which would allow the continued development of the approved Nut Tree mixed-use development, which would be consistent with the goals, objectives and policies of the General Plan, the Zoning Ordinance, and the Development Code. 2. That the plan or amendment would not be detrimental to the public health, safety, or welfare of the community; The proposed amendments to the Nut Tree Ranch Policy Plan would not be detrimental to the public health, safety, or welfare of the community. Subsequent uses allowed by this action will be subject to compliance with the Land Use and Development Code, the Building and Fire Codes, the Nut Tree Ranch Policy Plan, and the Zoning Ordinance. 3. That the plan or amendment includes provisions which ensure that adequate public facilities will be available to serve the range of development described in the plan; The project site is located in a developed area of the City and adequate public facilities will continue to be available to serve the proposed project sites and uses. 4. That the plan or amendment would maintain an appropriate balance of land uses within the City; The types of uses being amended and added to the Policy Plan are permitted or conditionally permitted in the General Commercial zoning district. The proposed 11

uses being requested with this project would maintain an appropriate balance of land uses within the City. 5. That the anticipated land uses on the subject site are compatible with existing and future surrounding uses. The anticipated land uses being would normally be permitted or conditionally permitted in the General Commercial zoning district, which the project site is located in. The proposed project does not include uses which are specifically prohibited in the zoning district, or the Airport Land Use Compatibility Plan. Each subsequent project in the Policy Plan will be subject to compliance with the Land Use and Development Code, the Building and Fire Codes, the Nut Tree Ranch Policy Plan, and the Zoning Ordinance. Also, in accordance with Section 21096(b) of the California Environmental Quality Act (CEQA) Guidelines, the City of Vacaville in its independent judgment, has determined that the proposed project is not anticipated to result in a safety hazard or noise problem for persons using the Nut Tree Airport or for persons residing or working in the project area. WHEREAS, the City Council has reviewed the request for a Planned Development Master Plan Modification and finds: 1. That the proposed location of the planned development is in accordance with the goals, objectives, and policies of the General Plan, the Zoning Ordinance, and the Development Code; The proposed project includes amendments to the previously approved Master Plan, which would allow the continued development of the approved Nut Tree mixed-use development, which would be consistent with the goals, objectives and policies of the General Plan, the Zoning Ordinance, and the Development Code. 2. That the proposed location of the planned development and the conditions under which it would be operated or maintained will not be detrimental to the public health, safety, or welfare; The types of uses being proposed with the modifications to the approved Nut Tree Ranch Planned Development Master Plan will not be detrimental to public health, safety, or welfare. 3. That the combination of different dwelling types or the variety of land uses in the development will complement each other and will be compatible with surrounding uses; The proposed retail, office and residential uses will be compatible with surrounding uses. Also, in accordance with Section 21096(b) of the California Environmental Quality Act (CEQA) Guidelines, the City of Vacaville in its independent judgment, has determined that the proposed project is not anticipated to result in a safety hazard or noise problem for persons using the Nut Tree Airport or for persons residing or working in the project area. 4. That the standards of density, site area and dimensions, site coverage, yard area, setbacks, height of structures, distances between structures, off-street parking, offstreet loading facilities, and landscaping are generally compatible with surrounding neighborhoods; The standards of density, site area and dimensions, site coverage, yard area, setbacks, height of structures, distances between structures, off-street parking, offstreet loading facilities, and landscaping will generally be compatible with surrounding neighborhoods. Each subsequent project in the Policy Plan will be 12

subject to compliance with the Land Use and Development Code, the Building and Fire Codes, the Nut Tree Ranch Policy Plan, and the Zoning Ordinance. 5. That adequate public facilities, including water, sewer, parks, schools, and other facilities are available to serve the site or will be made available as a condition of approval to serve the proposed development, without adversely affecting the existing public facilities serving surrounding neighborhoods; The development of the Nut Tree area has been anticipated, zoned and planned since 2002 6. That projected traffic levels and levels of service are, or as a result of conditions of approval, will be consistent with the policies of the Transportation Element of the General Plan; and Staff analyzed the proposed project and its potential impacts to the City s circulation system; this analysis is included in the Mitigated Negative Declaration for the project. The projected traffic levels and levels of service are, or as a result of conditions of approval, will be consistent with the policies of the Transportation Element of the General Plan. 7. That the potential impacts to the City s inventory of residential lands have been considered. The previously-approved residential element of the Nut Tree has been included in the City s analysis of available residential lands for the City. There are no anticipated impacts to the City s inventory of residential lands with this project. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City Vacaville does hereby adopt the Mitigated Negative Declaration, and approve the Nut Tree Ranch Policy Plan Amendment and Nut Tree Ranch Planned Development Master Plan Modification in accordance with the findings. I HEREBY CERTIFY that the foregoing resolution was introduced and passed at a regular meeting of the City Council of the City of Vacaville, held on the 9 th day of November, 2010 by the following vote: AYES: NOES: ABSENT: ATTEST: Michelle A. Thornbrugh, City Clerk 13

EXHIBIT A CONDITIONS OF APPROVAL Nut Tree Ranch Policy Plan Amendment Nut Tree Ranch Planned Development Master Plan, and Development Agreement Amendment File No. 10-034 I. Standard Conditions of Approval: The applicant shall comply with the applicable Standard Conditions of Approval. In the event of a conflict between the Standard Conditions of Approval and these conditions, these conditions shall prevail. II. Project-Specific Conditions: The applicant shall comply with the following Project-Specific Conditions: PLANNING 1. This action approves a Policy Plan Amendment to amend the Nut Tree Ranch Policy Plan land use regulatory document to add uses, remove other uses, revise parking requirements and establish land use areas to allow for the development of the mixed use project, in accordance with Exhibit D (Revised Nut Tree Ranch Policy Plan). This action also approves a Planned Development amendment to incorporate the former stadium property into the Nut Tree Ranch project (Areas A2 and A3 from the Policy Plan), and to allow the former stadium site to be designated as the site for the conference center/hotel retail, residential, mixed use and as an adjacent commercial or commercial / office area that could accommodate such uses as a large fitness center or office, retail, flex-space space (office/commercial mixed uses), or a variety of other land uses already allowed by the Policy Plan, in accordance with Exhibit C (Planned Development Submittal, June 2010). 2. The project shall continue to comply with the applicable conditions of approval of the Nut Tree Master Plan project (File No. 03-071) and Nut Tree Phase I Retail (File No. 04-200). 3. Plans submitted for development permits shall be in substantial compliance with plans (Planned Development Submittal, June 2010) approved by this action, dated November 9, 2010, except as modified by these conditions of approval. Any modifications to the approved Planned Development Submittal, as defined below, shall be subject to review and approval by the City Planner. Sheet 1 Master Site Plan Sheet 2 Vehicular Circulation Sheet 3 Pedestrian Circulation Sheet 4 Retail & Office (Phase 1) Sheet 5 Nut Tree Plaza Sheet 6 Harbison Event Center Sheet 7 Special Events Area Sheet 8 Retail Phase II Sheet 9 Retail Phase III Sheet 10 Residential Sheet 11 Flex-Office Sheet 12 Solar Facility (Optional) Sheet 13 Recreation Vehicle (RV) Facility (withdrawn by applicant) Sheet 14 Fitness Center (CT Realty) Sheet 15 Hotel & Conference Center Sheet 16 Nut Tree Airport Connection Sheet 17 Landscape Design Theme Sheet 18 Hardscape Theme 14

Sheet 19 Climate Action Plan Sheet 20 Signage Design Theme Sheet 21 Nut Tree Airport Land Use Compatibility 4. All subsequent discretionary or ministerial actions related to this property shall be consistent with the Master Planned Development Permit approval and shall be in compliance with the Mitigation Monitoring Plan adopted for the Nut Tree Ranch Development Project Mitigated Negative Declaration. These discretionary or ministerial actions include but are not limited to: Planned Developments for one or more phases, Design Review, Conditional Use Permits, building permits, grading permits, public improvements, private site improvements, tree removal permits, sign programs, parcel maps or subdivision maps. 5. No exceptions, waivers or deviations from standards, regulations or policies of the Nut Tree Ranch Policy Plan and the Vacaville Land Use and Development Code are granted through the approval of this Master Planned Development. Any text or graphic depictions shown in the Master Planned Development which are contrary to Nut Tree Ranch Policy Plan and the Vacaville Land Use and Development Code are not approved. All subsequent planning approvals shall comply with all setbacks, lot coverage, and all other development standards contained in the Nut Tree Ranch Policy Plan, unless otherwise approved through the procedures established by the Policy Plan or Planned Development. 6. Prior to obtaining any new Grading Permits or development permits, NTR or NTH shall submit all reports and surveys required by the adopted Mitigation Monitoring Plan (MMP) for the Nut Tree Planned Development master plan to support compliance with the applicable measures in the Nut Tree EIR Mitigation Monitoring Program, for review and approval by the City Planner. 7. The proposed Nut Tree LED sign shall require an amendment to the Nut Tree Master Sign Plan. The details of the sign including its final design details shall be reviewed through the Planning application process, and shall be subject to review and approval by the Director of Community Development. RESIDENTIAL All development proposals shall be subject to review and approval I accordance with the Nut Tree Ranch Policy Plan. The following development standards shall not be considered the only conditions for development. Additional, more detailed conditions shall be prepared with subsequent, more detailed applications. 8. All residential development proposals shall be referred to the Nut Tree Airport Land Use Commission (ALUC), prior to review by the Planning Commission. 9. The maximum residential density of any parcel shall be 18 units/per acre for Area 4 (A-4). 10. A detached single-family development shall not be permitted. The proposed Nut Tree residential development shall consist of attached, multi-family housing, in accordance with the RO (Residential Overlay) standards. 11. The project site plan for Area 4 shall include the following amenities: a. Swimming pool. b. Open space/park space. c. Open Space/park space amenities, such as BBQ fixtures, benches, and tot lot. d. Private open space (balcony or patio). e. Pedestrian and emergency vehicular connection to the Retail Phase I parcel. 12. Exterior building elevations shall not appear to match any design currently in the City of Vacaville. The building design shall be unique to the Nut Tree project. 15

13. Parking for the Nut Tree residential project shall be provided as follows: REQUIRED PARKING MULTI-FAMILY DWELLINGS No. of Bedrooms Per Unit No. of Parking Spaces Required 1 bedroom 1.5 2 bedrooms 2 3 or more bedrooms 2 guest parking 1 per each 5 units One covered space shall be provided for each dwelling unit within the project. No multiple-family project shall provide less than 1.75 spaces per dwelling unit. COMMERCIAL (PHASE II) 14. The final design details of buildings in Phase II shall be subject to a Design Review or Conditional Use Permit approval by the Director of Community Development. 15. The total square footage of uses within Phase II shall not require more than 5 parking spaces per 1,000 sq. ft. of gross floor area. If the applicant proposes additional square footage, additional parking spaces to accommodate the increase in square footage shall be provided within Phase II, or the restaurant uses shall be limited to accommodate parking availability. 16. A landscape plan shall be submitted with the Planning application. The landscape plan shall include the following: a. Parking lot shading calculations to ensure 50% shading in 10 years. b. Accessory landscape elements such as flower pots and landscape planters. c. Accessory fixtures such as benches and bike racks. d. Evergreen vines planted to screen trash enclosures. 17. All glass areas shall provide visibility into the buildings, and shall not be covered with spandrel glass, or other window films, with the exception that display graphics may be provided a minimum of six inches behind the glass, subject to review and approval by the City Planner. 18. Exterior building design and materials shall match those of existing buildings within the Retail Phase I portion of the project, and shall include masonry elements, such as brick, stone or tile. 19. All building lighting fixtures shall be a decorative design. 20. Roof-mounted equipment shall not exceed the height of any parapet or equipment well. Plans submitted for building permits shall include: (1) building cross-sections; (2) maximum height of units; (3) maximum height of equipment pads/curbs; (4) low and high parapet heights; and (5) a statement confirming that no roof units will exceed the height of the lowest parapet. A statement by the Mechanical Engineer shall be placed on the plans verifying that the roof units shall not exceed the height of low or high parapets. It shall be the responsibility of the property owner to ensure equipment curbing and final unit sizes do not result in visible roof units/equipment. Please note the final inspection approvals shall not be granted if the proposed project includes visible roof units/equipment. 21. Signage for buildings shall be subject to a separate Sign Permit from the Building Division. No cabinet sign designs shall be permitted, all building signs shall be an individual letter, internally 16

illuminated or halo-lit design. Each tenant space may be permitted one square foot of sign area for every lineal foot of storefront facing a public street. For this project, signage may be allowed on three elevations as along as the total allowable square footage for two elevations is not exceeded. 22. Plans submitted for Building Permits shall include a photometric plan. This plan shall comply with the Performance Standards of the Land Use and Development Code. The proposed parking lot light poles shall be a decorative design to approximately match the Retail Phase I portion of the project, and shall be subject to review and approval by the Director of Community Development. COMMERCIAL (PHASE III) 23. The final design details of buildings in Phase III shall be subject to review and approval by the Director of Community Development. 24. The total square footage of uses within Phase III shall not require more than 415 parking spaces. If the applicant proposes additional square footage, additional parking spaces to accommodate the increase in square footage shall be provided within Phase III, or the restaurant uses shall be limited to accommodate parking availability. If the applicant proposes less square footage, additional parking may be added. 25. A landscape plan shall be submitted with the Planning application. The landscape plan shall include the following: a. Preservation of all minimum 15 on-site trees (Exhibit J). b. Mitigation ratio for the removal of trees (min. 15 ) in Phase III shall be 2 to 1. Mitigation trees shall be a minimum 36 box Chinese Pistache trees. The exact location of these trees shall be identified on the Phase III Landscape Plan, subject to review and approval by the Community Development Director. c. Parking lot shading calculations to ensure 50% shading in 10 years. d. Accessory landscape elements such as flower pots and landscape planters. e. Accessory fixtures such as benches and bike racks. f. Evergreen vines planted to screen trash enclosures. 26. The minimum landscape setback shall be thirty (30) ft. along East Monte Vista Avenue, Interstate 80, Interstate off-ramp, and Nut Tree Road. For Parcel 13 on East Monte Vista Avenue, the 30 ft. setbacks shall apply to the future planned right turn expansion design, except that until that design is constructed, applicant may include parking within 30 ft. of the existing East Monte Vista Avenue curb line. 27. The minimum building setbacks shall be thirty (30) ft., along East Monte Vista Avenue, Interstate 80, Interstate off-ramp, and Nut Tree Road. 28. Glass shall be provided on a minimum three (3) sides of the buildings, including the elevations facing Interstate 80. All glass areas shall provide visibility into the buildings, and shall not be covered with spandrel glass, or other window films, with the exception that display graphics may be provided a minimum of six inches behind the glass, subject to review and approval by the City Planner. 29. Exterior building design and materials shall match those of existing buildings within the center, and shall include masonry elements, such as brick, stone or tile. 30. All building elevations shall be designed in a four-sided manner, meaning all decorative/architectural details shall be included on all four sides of the building, with the exception of the east elevation (adjoining Nut Tree Road) of the two larger box buildings on Parcel 13. Special attention shall be given to the elevations which face Interstate 80. 31. The minimum depth of any exterior facade columns shall be one (1) foot. 17

32. All doors shall be painted to match the adjoining building colors which in some cases include two colors. 33. All parapet caps and stone features on tower features which exceed the parapet shall be four sided, meaning the design details shall be carried over on all elevations. 34. All building lighting fixtures shall be a decorative design. 35. Roof-mounted equipment shall not exceed the height of any parapet or equipment well. Plans submitted for building permits shall include: (1) building cross-sections; (2) maximum height of units; (3) maximum height of equipment pads/curbs; (4) low and high parapet heights; and (5) a statement confirming that no roof units will exceed the height of the lowest parapet. Special attention shall be given to the buildings on Parcel 13. For these buildings, the roof units shall be screened from view on Nut Tree Road. A statement by the Mechanical Engineer shall be placed on the plans verifying that the roof units shall not exceed the height of low or high parapets. It shall be the responsibility of the property owner to ensure equipment curbing and final unit sizes do not result in visible roof units/equipment. Please note the final inspection approvals shall not be granted if the proposed project includes visible roof units/equipment. 36. Signage for the building shall be subject to a separate Sign Permit from the Building Division. No cabinet sign designs shall be permitted, all building signs shall be an individual letter, internally illuminated or halo-lit design. Each tenant space may be permitted one square foot of sign area for every lineal foot of storefront facing a public street. 37. Plans submitted for Building permits shall include a photometric plan. This plan shall comply with the Performance Standards of the Land Use and Development Code. The proposed parking lot light poles shall be low profile fixtures with a decorative design to approximately match the Retail Phase I portion of the project, and shall be subject to review and approval by the Director of Community Development. OFFICE and FLEX-OFFICE 38. Parking shall be provided at a ratio of one space for every 250 sq. ft. of gross floor area for office, and one space for every 400 sq. ft. of gross floor area for R&D and/or warehouse elements. 39. Exterior building design and materials shall include stucco siding with masonry elements. 40. All building lighting fixtures shall be a decorative design. 41. Roof-mounted equipment shall not exceed the height of any parapet or equipment well. Plans submitted for building permits shall include: (1) building cross-sections; (2) maximum height of units; (3) maximum height of equipment pads/curbs; (4) low and high parapet heights; and (5) a statement confirming that no roof units will exceed the height of the lowest parapet. A statement by the Mechanical Engineer shall be placed on the plans verifying that the roof units shall not exceed the height of low or high parapets. It shall be the responsibility of the property owner to ensure equipment curbing and final unit sizes do not result in visible roof units/equipment. Please note the final inspection approvals shall not be granted if the proposed project includes visible roof units/equipment. 42. Signage for the building shall be subject to a separate Sign Permit from the Building Division. No cabinet sign designs shall be permitted, all building signs shall be an individual letter, internally illuminated or halo-lit design. Each tenant space may be permitted one square foot of sign area for every lineal foot of storefront facing a public street. 18