Attached for your consideration is an ordinance amending the official zoning maps of the City of Wilmington.

ITEM PH1 OFFICE OF THE CITY MANAGER (910) 341-7810 FAX(910)341-5839 TDD (910)341-7873 7/9/2013 City Council City Hall Wilmington, North Carolina 28401 Dear Mayor and Councilmembers: Attached for your consideration is an ordinance amending the official zoning maps of the City of Wilmington. At the June 5th meeting, the Planning Commission voted unanimously to recommend approval for the requested conditional district rezoning (CD-7-213), which is for the development of a 301.9-acre mixed use development on property located at 3151 S. 17th Street. The attached ordinance and accompanying case summary pertain to this request. The subject property is proposed to be rezoned from the R-15 Residential, CB Community Business, CS Community Services and PD Planned Development districts to O&I-1(CD) Office and Institutional, RB(CD), Regional Business, CB(CD) Community Business, and MF-M(CD), Multi-family Medium Density (Conditional Districts). The requested rezoning would support the City of Wilmington Strategic Plan Focus Area of Welcoming Neighborhoods and Public Spaces. If the request is not approved, the property will retain its current R-15 Residential, CB Community Business, CS Community Services and PD, Planned Development zoning designations. Passage of the attached Ordinance is recommended. Respectfully submitted, Sterling B. Cheatham, City Manager PH1-1

Ordinance City Council City of Wilmington North Carolina Introduced By: Sterling B. Cheatham, City Manager Date: 7/9/2013 Ordinance Rezoning Property Containing 301.9 Acres Located at 3151 S. 17th Street (PIN#3125-78-1265.000; RO6500-003-004-000) from R-15, Single family Residential, CB Community Business, CS Community Services and PD, Planned Development to CB(CD) Community Business, MF-M(CD), Multi-family Medium Density RB(CD), Regional Business and O&I-1(CD), Office and Institutional (Conditional Districts) for Creation of a Mixed Use Development (CD-7-213) LEGISLATIVE INTENT/PURPOSE: WHEREAS, NCGS Section 160A-385 authorizes local governments to change or modify zone boundaries within their jurisdiction; and WHEREAS, the amendment set out below is made in accordance with NCGS Section 160A-364 and Article 3, Section 18-117 of the Land Development Code. THEREFORE, BE IT ORDAINED: SECTION 1: The Official Zoning Maps of the City of Wilmington are hereby amended by removing the hereinafter described tracts of land from the present R-15, Residential District and PD, Planned Development District and putting them in the RB(CD), Regional Business, CB(CD) Community Business, O&I-1(CD), Office and Institutional and MF-M(CD), Multi-family Medium Density (Conditional District) classifications, said tracts being more particularly described as follows: Legal Description for Barclay West Tracts Barclay West Community Business (CD) Zone Deed Book 1316 Page 590 Carolina Beach Road & Parkway Blvd Wilmington, NC Being part of that parcel or tract of land conveyed to Cameron Properties Limited Partnership in Deed Book 1316 at Page 590 and located at the southwest corner of the intersection of Carolina Beach Road (US Hwy 421) and Parkway Boulevard, City of Wilmington, New Hanover County, North Carolina; said parcel being more particularly described as follows: PH1-2

Beginning at a point at the intersection of the eastern right-of-way of Carolina Beach Road (US Hwy 421) and the southerly right-of-way of Parkway Boulevard; Thence northeasterly along a curve to the right having a radius of 30.00 feet a distance of 47.12 feet to a point of tangency on the southerly right-of-way of Parkway Boulevard; said point of tangency located North 18 54 59 East, a distance of 42.43 feet from the point of beginning; Thence North 63 54 59 East along said southerly right-of-way a distance of 70.02 feet to a point of curvature; Thence southeasterly along a curve to the right having a radius of 120.00 feet a distance of 148.16 feet to a point of tangency; said point of tangency located South 80 42 44 East a distance of 138.93 feet from the point of curvature; Thence South 45 20 28 East a distance of 201.39 feet to a point of curvature; Thence southeasterly along a curve to the left having a radius of 280.00 feet a distance of 196.96 feet to a point of tangency; said point of tangency located South 65 29 35 East a distance of 192.93 feet from the point of curvature; Thence South 85 38 42 East a distance of 136.77 feet to a point on a curve; Thence southwesterly along a curve to the right having a radius of 175.00 feet a distance of 189.21 feet to a point of tangency; said point of tangency located South 33 19 01 West a distance of 180.13 feet from the point of curvature; Thence South 63 54 59 West a distance of 365.07 feet to a point on the easterly right-of-way of Carolina Beach Road (US Hwy 421); Thence North 26 05 01 West a distance of 550.58 feet along the easterly right-of-way of Carolina Beach Road to the Point of Beginning, said parcel containing 185,548 square feet or 4.2 acres, more or less. Barclay West MF-M (CD) Zone Deed Book 1316 Page 590 Carolina Beach Road & Parkway Blvd Wilmington, NC Being part of that parcel or tract of land conveyed to Cameron Properties Limited Partnership in Deed Book 1316 at Page 590 and located at the southwest corner of the intersection of 17th Street Extension and George Anderson Drive, City of Wilmington, New Hanover County, North Carolina; said parcel being more particularly described as follows: PH1-3

Beginning at a point at the intersection of the western right-of-way of 17th Street Extension and the northwesterly right-of-way of George Anderson Drive; Thence South 44 38 34 West along the northwesterly right-of-way of George Anderson Drive a distance of 1889.51 feet to a point of curvature; Thence continuing along said right-of-way along a curve to the left having radius of 533.81 feet a distance of 180.03 feet to a point on the southerly boundary of said lands of Cameron Properties Limited Partnership; said point located South 34 59 00 West a distance of 179.18 feet from the point of curvature; Thence South 44 39 32 West along said southerly boundary a distance of 1015.39 feet to a point on the westerly line of said lands of Cameron Properties Limited Partnership; Thence North 29 56 00 West along said westerly boundary a distance of 932.98 feet; Thence North 29 45 26 West continuing along said westerly boundary a distance of 645.76 feet; Thence in a generally northeasterly direction through said lands of Cameron Properties Limited Partnership the following six (6) courses and distances: Thence North 62 53 33 East a distance of 871.35 feet to a point on a curve; Thence easterly along a curve to the left having a radius of 540.00 feet a distance of 430.36 to a point of tangency; said point of tangency located South 74 31 23 East a distance of 419.06 feet from the previous point; Thence North 82 38 45 East a distance of 482.68 feet; Thence North 02 44 50 West a distance of 906.22 feet to a point on a curve; Thence northeasterly along a curve to the left having a radius of 500.00 feet a distance of 200.91 feet to a point of tangency; said point of tangency located North 56 17 28 East a distance of 199.56 feet from the previous point; Thence North 44 46 49 East a distance of 439.49 feet to a point on the southwesterly right-of-way of 17th Street Extension; Thence North 45 19 06 West along said right-of-way a distance of 1181.20 feet to the Point of Beginning, said parcel containing 3,228,200 square feet or 74.1 acres, more or less. PH1-4

Carolina Beach Road & Parkway Blvd Wilmington, NC Being part of that parcel or tract of land conveyed to Cameron Properties Limited Partnership in Deed Book 1316 at Page 590 and Deed Book 2134 at Page 282 and located at the southeast corner of the intersection of Carolina Beach Road (US Hwy 421) and Parkway Boulevard, City of Wilmington, New Hanover County, North Carolina; said parcel being more particularly described as follows: Beginning at a point at the intersection of the southeasterly right-of-way of Independence Boulevard (S.R. 1209) with the westerly right-of-way of 17th Street Extension; Thence in a generally southerly direction along the westerly right-of-way of 17th Street Extension the following five (5) courses and distances: Thence South 06 14 13 East a distance of 201.77 feet; Thence South 14 10 24 East a distance of 296.09 feet; Thence South 24 46 35 East a distance of 296.30 feet; Thence South 35 22 16 East a distance of 295.61 feet; Thence South 43 48 23 East a distance of 230.43 feet; Thence through said lands of Cameron Properties Limited Partnership the following seven (7) courses and distances: Thence South 44 46 68 West a distance of 439.40 feet to a point of tangency; Thence westerly along a curve to the right having a radius of 500.00 feet a distance of 683.40 feet to a point on a curve; said point located North 83 56 09 East a distance of 631.43 feet from the point of curvature; Thence westerly along a curve to the right having a radius of 500.00 feet a distance of 757.28 feet to a point of tangency; said point of tangency located North 85 51 36 East a distance of 686.95 feet a from the previous point; Thence North 50 12 38 West a distance of 229.41 feet; Thence South 39 14 39 West a distance of 188.50 feet; Thence South 44 55 01 West a distance of 120.61 feet; Thence South 39 13 53 West a distance of 699.19 feet to a point on the westerly property line of Cameron Properties Limited Partnership; Thence in a generally northerly direction along said westerly property line the following seven (7) courses and distances: Thence North 57 49 28 West a distance of 100.97 feet to a point on the westerly right-of-way of Independence Boulevard; PH1-5

Thence North 29 13 53 West a distance of 414.58 feet; Thence North 26 47 57 West a distance of 14.98 feet; Thence North 63 12 03 East a distance of 42.95 feet; Thence North 30 07 34 West a distance of 74.96 feet; Thence North 28 59 19 West a distance of 73.00 feet; Thence North 32 14 25 West a distance of 105.11 feet; Thence in a generally northerly and easterly direction through said lands of Cameron Properties Limited Partnership the following four (4) courses and distances: Thence North 38 57 31 East a distance of 760.52 feet to a point on a curve; Thence northerly along a curve to the right having a radius of 494.00 feet a distance of 1551.95 feet to a point; said point located South 38 57 31 West a distance of 988.00 feet from the previous point; Thence North 38 45 34 East a distance of 668.21 feet; Thence South 81 57 33 East a distance of 735.17 feet to a point located at the intersection of the westerly right-of-way of Independence Boulevard Extension with the westerly right-of-way of 17th Street Extension; South 09 03 38 East a distance of 228.25 feet to the Point of Beginning said parcel containing 3,970,058 square feet or 91.1 acres, more or less. Barclay West O&I-1 (CD) Zone (North) Deed Book 1316 Page 590 Carolina Beach Road & Parkway Blvd Wilmington, NC Being part of that parcel or tract of land conveyed to Cameron Properties Limited Partnership in Deed Book 1316 at Page 590 and Deed Book 2134 at Page 282 and located at the southeast corner of the intersection of Carolina Beach Road (US Hwy 421) and Parkway Boulevard, City of Wilmington, New Hanover County, North Carolina; said parcel being more particularly described as follows: Beginning at a point of curvature at the intersection of the southwesterly right-of-way of Linda Vista Road and the southeasterly right-of-way of Parkway Boulevard; Thence southeasterly along a curve to the right having a radius of 30.00 feet a distance of 47.12 feet to a point of tangency on the southwesterly right-of-way of Linda Vista Road; said point of tangency located South 71 05 01 East a distance of 42.43 feet from the point of curvature; Thence along the northerly property line of said lands of Cameron Properties Limited Partnership the following seventeen (17) courses and distances: PH1-6

Thence South 26 05 01 East along the right-of way of Linda Vista Road a distance of 119.63 feet; Thence North 63 57 43 East a distance of 520.10 feet; Thence South 26 02 16 East a distance of 49.74 feet; Thence North 64 15 59 East a distance of 200.00 feet; Thence South 25 44 01 East a distance of 50.31 feet; Thence North 88 38 41 West a distance of 678.47 feet; Thence North 70 42 36 East a distance of 375.39 feet; Thence South 37 19 44 East a distance of 161.77 feet; Thence North 73 58 32 East a distance of 271.40 feet; Thence North 74 02 02 East a distance of 551.47 feet; Thence South 29 16 50 East a distance of 11.30 feet; Thence North 74 29 24 East a distance of 224.02 feet; Thence North 27 55 45 West a distance of 137.69 feet; Thence North 27 58 55 West a distance of 200.07 feet; Thence North 27 50 32 West a distance of 113.19 feet; Thence North 73 05 49 East a distance of 100.25 feet; Thence North 74 10 03 East a distance of 731.35 feet to a point on the westerly right-of-way of 17th Street Extension; Thence along the western right-of-way of 17th Street Extension the following three (3) courses and distances: Thence South 06 17 38 East a distance of 178.16 feet; Thence South 04 20 54 East a distance of 1057.76 feet; Thence South 13 47 16 West a distance of 56.42 feet; Thence through said lands of Cameron Properties Limited Partnership the following four (4) courses and distances: Thence North 82 16 09 West a distance of 735.58 feet; Thence South 38 45 34 West a distance of 668.21 feet to a point on a curve; Thence westerly along a curve to the left having a radius of 494.00 feet a distance of 1551.95 feet to a point; said point located South 38 57 31 West a distance of 988.00 feet from the previous point; Thence South 38 57 31 West a distance of 760.52 feet to a point on the southwesterly property line of said lands of Cameron Properties Limited Partnership; Thence along said property line the following twelve (12) courses and distances: Thence North 31 35 44 West a distance of 17.81 feet; Thence North 29 10 49 West a distance of 154.63 feet; Thence North 31 58 52 West a distance of 135.85 feet; Thence North 29 24 00 West a distance of 92.75 feet; PH1-7

Thence North 28 39 22 West a distance of 103.20 feet; Thence North 63 38 29 East a distance of 28.83 feet; Thence North 29 18 30 West a distance of 699.39 feet; Thence South 65 46 34 West a distance of 38.64 feet; Thence North 29 13 15 West a distance of 239.94 feet; Thence North 88 25 01 West a distance of 345.35 feet; Thence North 27 24 46 West a distance of 173.36 feet; Thence South 62 54 59 West a distance of 335.58 feet to a point on the easterly right-of-way of Carolina Beach Road (US Hwy 421); Thence North 26 05 01 West along the easterly right-of-way of Carolina Beach Road a distance of 96.38 feet; Thence through said lands of Cameron Properties Limited Partnership the following six (6) courses and distances: Thence North 63 54 59 East a distance of 365.07 feet to a point of curvature; Thence northerly along a curve to the left having a radius of 175.00 feet a distance of 189.21 feet to a point; said point located North 33 19 01 East a distance of 180.13 feet from the previous point; Thence North 85 38 42 West a distance of 136.77 feet to a point of curvature; Thence northwesterly along a curve to the right having a radius of 280.00 feet a distance of 196.96 feet to a point of tangency; said point of tangency located North 65 29 35 West a distance of 192.93 feet from the point of curvature; Thence North 45 20 28 West a distance of 201.39 feet to a point of curvature; Thence westerly along a curve to the left having a radius of 120.00 feet a distance of 148.16 feet to a point on the southerly right-of-way of Parkway Boulevard; said point located North 80 42 45 West a distance of 138.93 feet from the previous point; Thence North 63 54 59 West along the said southerly right-of-way a distance of 269.99 feet to the Point of Beginning, said parcel containing 4,015,512 square feet or 92.2 acres, more or less. Barclay West O&I-1 (CD) Zone (South) Deed Book 1316 Page 590 Carolina Beach Road & Parkway Blvd Wilmington, NC Being part of that parcel or tract of land conveyed to Cameron Properties Limited Partnership in Deed Book 1316 at Page 590 and shown in Map Book 25 at Page 124 and located on the southeasterly side of Independence Boulevard (S.R. 1209); said parcel of land being more particularly described as follows: PH1-8

Beginning at a point at the intersection of the southeasterly right-of-way of Independence Boulevard (S.R. 1209) with the property line between said lands of Cameron Properties Limited Partnership on the northeast and the lands of RB Independence, LLC as conveyed in Deed Book 5179 at Page 2950 on the southwest; Thence North 39 13 53 East along the southerly right-of-way of Independence Boulevard a distance of 699.16 feet; Thence North 44 50 01 East a distance of 120.61 feet; Thence North 39 14 39 East a distance of 245.00 feet; Thence South 50 12 38 East a distance 219.98 feet to a point of curvature; Thence easterly along a curve to the left having a radius of 500.00 feet a distance of 766.71 feet to a point on a curve; said point located North 86 24 02 East a distance of 693.77 feet from the point of curvature; Thence easterly along a curve to the left having a radius of 500.00 feet a distance of 482.49 feet to a point; said point located South 84 33 10 East a distance of 463.99 feet from the previous point; Thence South 02 44 50 East a distance of 906.22 feet; Thence South 82 39 45 West a distance of 482.68 feet to a point of curvature; Thence westerly along a curve to the left having a radius of 540.00 feet a distance of 430.36 feet to a point; said point located South 74 31 23 East a distance of 419.06 feet from the previous point Thence South 62 53 33 West a distance of 871.35 feet to a point on the westerly line of said lands of Cameron Properties Limited Partnership; Thence North 29 47 07 West along said westerly line a distance of 714.94 feet to the Point of Beginning, said parcel containing 1,757,536 square feet or 40.3 acres, more or less. The total area of all zones is 301.90 acres, more or less. The subject parcel is part of PIN 3125-78-1265.000, Part of PID RO 6500-003-004-000. SECTION 2: The following rules, regulations and conditions shall apply to the property described in this ordinance: 1. The property shall be subject to all of the specific requirements stated in the Land PH1-9

Development Code for the proposed use as well as any additional conditions stated below. 2. If, for any reason, any condition for approval is found to be illegal or invalid or if the applicant should fail to accept any condition following approval, the approval of the site plan for the district shall be null and void and of no effect and proceedings shall be instituted to rezone the property to its previous zoning classification. 3. The use and development of the subject property shall be in accordance with the Master Plan/Rezoning Exhibit (see Attachment 3) dated received June 18, 2013. 4. The master plan (Rezoning Exhibit) shall establish nodes and intervening non-commercial uses. Applicant shall work with staff to include the designation of public spaces at each major node and ensure that adequate public space is provided at each major node. 5. Homeowners/Property Owners (HOA/POA) documents shall be recorded for all parcels and shall reflect design and planning concerns as outlined in the Land Development Code and this Case Summary. 6. Architectural consistency and controls regarding theme and project identity shall be provided. 7. Prior to site plan approvals, the applicant shall submit a master signage plan that complements the master conceptual plan for the development. The applicant shall utilize monument signage and work with city staff in order to achieve the stated FLUP objectives for signage in Barclay West. 8. The use and development of the subject property shall comply with all other supplemental regulations and requirements imposed by the Land Development Code or any other applicable federal, state or local law, ordinance or regulation. In the event of a conflict, the more stringent requirement or higher standard shall apply. 9. All development within Barclay West shall comply with Land Development Code requirements for site plan review and approval. 10. Subdivision review and approval shall be required as dictated by city code. 11. The maximum allowable number of residential units in area of Barclay West zoned MF-M(CD) shall be 1,259 units. The remainder of the 1,375 residential units may be located in areas of Barclay West zoned RB(CD) and O&I-1(CD). 12. The recreation and open space requirements as dictated by the Land Development Code for Multi-Family uses shall be met independently and distinct from non multi-family zoned areas of Barclay West. 13. Approval of the Master concept plan/rezoning Exhibit shall not constitute approval for any specific phase of development. Development plans shall be submitted, reviewed, and approved by the TRC. 14. All TRC requirements shall be met. 15. All city, state and federal regulations shall be met. 16. The applicant shall coordinate internal traffic circulation with provision of public open space amenities. 17. The connector roads as shown on the master plan (Rezoning Exhibit) shall provide integrated vehicular access for traffic to development parcels. The purpose of this network of roads shall be to maintain traffic patterns within the project and alleviate increased traffic on nearby major thoroughfares. PH1-10

18. All conditions and recommendations of the final traffic impact analysis and subsequent updates as reviewed and approved by city staff shall be implemented by the applicant accordingly. Recommendations contained in the final traffic impact analysis and its phasing requirements shall be constructed prior to issuance of Certificates of Occupancy in respective phases of the development. Addenda to the TIA on a phase-by-phase basis will be required. 19. Background Improvements, as well as Developer Improvements, as identified in the Traffic Impact Analysis dated 4/18/13 (attached hereto as Attachment 4) shall be constructed by the developer. 20. Any necessary dedication and/or acquisition of land for rights-of-way shall be made by the owners and at their expense. 21. The applicant shall work with staff to install adequate traffic-calming measures within the proposed public interior rights-of-way within Barclay West. It shall be the responsibility of the developer to install these traffic calming devices. 22. The applicant shall work with the Cape Fear Transit Authority to ensure that Barclay West offers adequate public transit service. 23. Linear strip retail and service development shall be prohibited. 24. The applicant shall integrate residential, office, retail, institutional and entertainment uses. 25. The applicant shall work with staff and demonstrate increased preservation of trees in excess of minimum city code requirements. 26. The applicant shall work with city plan review engineering staff so as to determine best stormwater management practices that serve the subject property. Stormwater BMP s may be used to delineate future land bays so long as the BMP is designed as an aesthetic site amenity. 27. The applicant shall work with staff to demonstrate that ample open space is being provided in the Barclay West development resulting from the use of multiple story development and parking decks. 28. The applicant agrees to provide environmental resource delineations so that existing natural features are identified on the site. Applicant shall work with staff to preserve and enhance the existing natural features and integrate them into the open space being provided in the development. SECTION 3: The City Clerk and the Planning Manager are hereby authorized and directed under the supervision of the City Manager to change the Zoning Maps on file in the office of the City Clerk and the Planning Division, to conform with this ordinance. SECTION 4: That any person violating the provisions of this ordinance, including the approved site plan, shall be subject to the penalties set forth in Section 18-52 of the Land Development Code. SECTION 5: All ordinances or parts of ordinances in conflict with this ordinance are hereby repealed to the extent of such conflict. PH1-11

SECTION 6: If any section, subsection, paragraph, sentence, clause, phrase or portion of this ordinance is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed severable and such holding shall not affect the validity of the remaining portions hereof. SECTION 7: This ordinance shall be effective immediately upon its adoption. Adopted at a meeting on 2013 ATTEST: Bill Saffo, Mayor APPROVED AS TO FORM: Penelope Spicer-Sidbury, City Clerk City Attorney PH1-12

CASE SUMMARY City Council Conditional District Rezoning July 9, 2013 CD-7-213 Jim Diepenbrock, 910-341-3257, jim.diepenbrock@wilmingtonnc.gov Staff recommendation Planning Commission recommendation CONDITIONAL APPROVAL 5 0 CONDITIONAL APPROVAL Request Address 3151 S. 17 th Street (Barclay West) PIN Part of PIN 3125-78-1265.000, Part of PID RO 6500-003-004-000 Acreage 301.9 acres Request Conditional district rezoning from R-15 Residential, CB Community Business, CS Commercial Services and PD, Planned Development to O&I-1 Office and Institutional(CD), RB Regional Business(CD), CB Community Business (CD) and MF-M Multi-family Medium Density(CD), (Conditional Districts) for mixed use development Property Owner Cameron Properties LP 1201 Glen Meade Ave, Wilmington, NC 28401 Applicant Daniel Weeks, RLA Paramounte Engineering 5911 Oleander Drive Wilmington, NC 28403 (910) 791-6707 Current land use Aerial photograph (2012) PH1-13

Property Current Proposed Zoning PD (211.5 acres) R-15 (78.5 acres) CB(4.5 acres) CS(7.4 acres) CB(CD)(4.2 acres) MF-M(CD)(74.1 acres) RB(CD)(91.1 acres) O&I-1(CD)(132.5 acres) NHC Property ID s PIN 3125-78-1265.000 (pt) RO 6500-003-004-000 (pt) Land Use Vacant Mixed use development Density Varied densities of low- and medium-density single-family residential, low- and mediumdensity multi-family residential, office and institutional, neighborhood and community retail. Open space and community stormwater. CB (CD) District: 25,000 sq. ft. retail MF-M (CD) District: 1,225 multi-family units RB (CD) District: 1,505,000 sq. ft. retail plus 40,000 sq. ft. restaurants; 150 residential units (located over commercial) O&I-1 (CD) District: General office, 1,000,000 sq. ft., Medical office, 500,000 sq. ft. Planning Data Applicable Plans/Policies CAMA Land Use Wilmington Future Land Use Plan (FLUP) South 17 th Street Land Use Plan Update (SSLUP) Urban Surrounding Area North South East West Zoning R-15 MF-L(SD), MF- O&I-1 CB M(CD) Current Land Use Single-family residential Commercial Multi-family, religious institution R/W, Institutional, Office Case Overview ZONING HISTORY Site is part of the area featured in the South 17 th Land Use Plan Update (SSLUP) study area The property was slated in the SSLUP to be zoned PD (Planned Development), CB (Community Business) and R-15 (single-family residential) City Council rezoned the site, consistent with the SSLUP, on 6/3/97 ANALYSIS and SUMMARY 1. Basic Data The subject property consists of 301.9 acres. PH1-14

211.5 acres of the subject property are zoned PD, 78.5 acres are zoned R-15, 4.5 acres are zoned CB and 7.4 acres are zoned CS. The property is part of a 321.17 acre tract. The property has road frontage along Independence Boulevard, S. 17 th Street, George Anderson Drive, Carolina Beach Road and Parkway Boulevard. 2. Land Uses Currently Prescribed Current PD uses for the property as specified in the SSLUP: o R-15 area: Low- and medium-density single-family residential. o PD areas: Low- and medium-density multi-family residential, office and institutional, neighborhood retail, open space and community stormwater management. Current CB area according to the SSLUP: Community retail. The Wilmington Future Land Use Plan identifies the subject property as a future development area for Commerce Center/Mixed Use. 3. Rezoning Proposal and Master Plan (See Attachment 3) RB(CD) Regional Business (Conditional District): 91.1 acres Purpose of RB: accommodate large commercial facilities offering goods and services meeting the needs of the city, county and regional residents. O&I-1(CD) Office and Institutional-1 (Conditional District): 132.5 acres Purpose of O&I-1 is to provide areas that are conducive to the establishment and operation of institutional, office and limited commercial activities not involving the sale of merchandise. MF-M(CD) Multi-family, Medium Density Residential (Conditional District): 74.1 acres Purpose: Moderate density single-family and multi-family development of varying types and designs. Intended to respond to the varying housing needs of the community while affording reasonable ranges of choice, location of housing units. CB(CD) Community Business (Conditional District): 4.2 acres Purpose of CB: accommodate a broad range of commercial services to meet the daily needs of the surrounding neighborhoods. * * * * * There are currently no specific site plans associated with this conditional district rezoning request. While conditional zoning districts are not generally intended for proactively securing zoning, a separate master plan approval process may be utilized if a proposal is consistent with adopted long-range plans. For sites identified as Infill or Redevelopment Priority Areas as established in the FLUP, Section 18-227 of the Land Development Code (LDC) outlines the process for site plan submittal for conditional zoning districts that are components of infill projects. The applicant has chosen to submit a conceptual master plan in lieu of a detailed site plan, although detailed site plans would be required as individual parcels are developed in the future. Section 18-227 requires the following for submittal of a master plan: o o A boundary survey and vicinity map A conceptual land area plan showing the location of all major land use types and the proposed maximum square footage for each use PH1-15

o o o o o o o Maximum building heights External access points Conceptual internal traffic circulation plan Proposed buffers Generalized open space areas and stormwater facilities Text narrative indicating how the proposed plan conforms to conditions of any adopted area plan, corridor plan, or other long-range plan, including the Future Land Use Plan A traffic impact analysis shall be submitted based on the generalized land uses; maximum trip generation impacts shall be established as part of the plan Table 3.1: Maximum building heights and square footage Zoning by Project Sub-area Acreage Maximum Building Height* Max. permitted Building Square Footage; D.U. = Max. permitted multi-family RB(CD) Areas north (48.2 acres) and south (35.5 acres) of Independence Blvd. O&I-1(CD) Areas north (92.2 acres) and south (40.35 acres) of Independence units* 91.1 96 feet 1,545,000 s.f.; up to 150 d. u. 132.5 Limited to 45 feet adjacent to R-15 zoned property; < 60 ft. within 80-143 ft. of residential zoning; < 75 ft. beyond 143 feet from residential zoning MF-M(CD) 74.1 Limited to 35 feet adjacent to R-15 zoned property; <45 ft. within 4 ft. of R-15 zoned property; graduated height limits based on distances from R-15 not to exceed 65 feet and 95 feet. Proposed Uses Retail, commerce, services, restaurant and entertainment 1,500,000 s.f 1,000,000 sq. ft. general office 500,000 sq. ft. medical office 1,225 d.u. Mixed multi-family and single-family densities; parks and recreation facilities CB(CD) 4.2 45 feet 40,000 s.f. Total 301.9 3,070,000 s.f. 1,375 d.u. *Parcels, maximum building area and maximum building height according to site concept plan dated 618/13 TECHNICAL REVIEW Impacts on Public services, Facilities, and Infrastructure Technical Review Committee (TRC) The Technical Review Committee reviewed a concept plan for the subject site at the December 17, 2012 meeting. Comments are as follows: 4. Public Utilities (Cape Fear Public Utility Authority (CFPUA)) Water mains exist in rights-of-way adjacent to the site. PH1-16

Extension of public water mains into the subject property may utilize stub-outs that currently exist in adjacent developments. No generalized wastewater treatment concept is being contemplated for the subject property at this time. o Public sewer mains do not exist in close proximity to the property, extension of mains would be necessary. o Sewer main extensions are to be at the expense of the developer. o o o Limited capacity currently exists at one nearby CFPUA pump station. Limited sewer capacity is currently available Approximately 20% of the multifamily development currently being proposed for Barclay West could be served at this time; however, CFPUA allocates capacity upon submission of applications for construction and no allocation can be made at this time. Barclay West may have opportunity for future wastewater service allocation requests that draw from other sewer basins. Preliminary subdivision and site plan review processes will prescribe the infrastructure concept whereby the applicant will extend public water and sewer mains into the property. Parking Parking requirements will be addressed by the TRC with each development plan submission. o According to the applicant, project design would include parking decks to the extent that they would be encouraged and implemented into the overall architectural drawings where prudent. Stormwater The requirements of the City of Wilmington Stormwater Management Ordinance and the New Hanover County Erosion Control Ordinance apply. o The applicant s stormwater management proposes delineating land bays within Barclay West with boundaries created by stormwater Best Management Practices (BMP s). o The BMP s are proposed to provide aesthetic open space amenities as a feature of the overall development. Landscaping, Buffering, Tree Preservation and Site Resources Current tree cover includes pines and hardwoods with limited forested areas. Complete tree inventory required with plan review phase. Developer to work with the TRC to identify strategies to maximize tree protection and preservation as each land area is developed. Applicant proposes a 60-foot non-build vegetative buffer along the northern property line of the subject tract. The buffer abuts all existing lots in the Hanover Heights neighborhood. According to the applicant, no regulated Section 404 Wetlands are present as per a current U.S. Army Corps of Engineers determination. PH1-17

5. Traffic and Transportation Table 8.1 Estimated Trip Generation Estimates, Existing R-15, PD and CB Zoning 7-9 AM 4-6 PM Peak Peak Average Weekday Zoning Land Use Density Hour Hour 2-way Volume (Existing) Volume Volume Trips (ADT) Trips Trips Existing R- 15 PD-Zoned Residential PD-Zoned Residential PD-Zoned Residential Existing CB Nonresidential PD Nonresidential PD Nonresidential PD Single-family Low Density 212 d.u. 158 207 2,076 Single-family Med. Density 436 d.u. 315 395 4,030 Single-family High Density 152 d.u. 116 153 1,528 Multi-family Low Density 2029 d.u. 998 1134 12,419 Community Retail Neighborhood Retail Various O&I (Medical Office) Various O&I (Business, 20,000SF 60 216 2,386 250,000 SF 125,000 SF 125,000 SF 264 1,175 12,320 0 343 4,896 224 219 1,584 Office) Total 2,464 4,225 45,386 Source: ITE Trip Generation Projections, 8 th Edition * Notes: 1) 0 in the table above indicates no data is available from which to estimate trip generation. 2) There is a reduction in this estimate once pass-by and internal capture percentages are applied. Table 8.2 Site Trip Generation Estimates 2027 Proposed Land Use Size AM Peak PM Peak Average Daily Traffic (ADT) Apartments 1,375 d.u. 677 774 8,456 Shopping Center 1,480,000 sq. ft. 807 3,644 39,139 Supermarket 50,000 sq. ft. 170 565 4,739 Restaurant 20,000 sq. ft. 0 149 1,799 High Turnover 20,000 sq. ft. 216 370 2,543 Restaurant Medical Office 500,000 sq. ft. 1,195 1,240 20,230 General Office 1,000,000 sq. ft. 1,207 1,199 7,554 Total 4,272 7,941 84,460 PH1-18

Source: TIA for the Barclay West Development, Ramey Kemp Associates; April 18, 2013 * Note: There is a reduction in this estimate once pass-by and internal capture percentages are applied. Traffic Impact Analysis: Initial traffic impact analysis (TIA) was submitted 11/21/12. In order to directly correspond to projected land uses and building sizes, the TIA was expanded, updated and the 2 nd edition was submitted to city staff on 4/18/13. Assumes use of the applicant s proposed, generalized land uses (see Table 3.1 above and Attachment 3) Ongoing analyses are currently being conducted by city staff and NCDOT Trip distribution is anticipated to the designated access points that are shown on the master plan. Discussion As part of the Traffic Impact Analysis, the applicant s traffic engineer recommends improvements to the transportation infrastructure in the vicinity of Barclay West. The improvements recommended by the applicant s traffic engineer are included herein. They are attached hereto as Attachment 4. Additional improvements may be identified during the course of review by NCDOT, the City of Wilmington and the WMPO. At this time, review of these documents is ongoing. Improvements would consist of: o Background improvements which are those that recommended to be o constructed without the build-out of the site Developer improvements. These would be necessary to mitigate the traffic impact contributable to the proposed development. As stated in the TIA, a 2027 buildout date for Barclay West is expected. The proposed development is anticipated to be completed in phases as market conditions allow; therefore, it is recommended to phase improvements as necessary with the phased development. (Ramey Kemp Associates, 4/18/13, Page 45) The TIA has not identified improvements based on specific phasing. This assumes that city goals for enhanced interconnectivity would afford a reduction in the vehicle trips generated on the surrounding transportation network. Providing greater interconnection through Barclay West and surrounding existing neighborhoods will improve the analyses and improve the trip generation figures that are provided. Use of access points in the Hanover Heights neighborhood would provide additional distribution of vehicle trips created by Barclay West. JUSTIFICATION CONSISTENCY WITH ADOPTED PLANS 8.1 2004 2025 Wilmington Future Land Use Plan (FLUP) The following Future Land Use Plan (FLUP) directives are relevant to this request: INFILL Guiding Principle 2 Infill of Vacant Land; Large Areas Larger vacant areas in selected areas of the city present an excellent opportunity to create PH1-19

efficient, sustainable and quality development that maximizes the positive impacts on the city's tax base while minimizing demands on existing infrastructure. Areas identified on the Infill Map, as Commerce Center Mixed Use should be developed with higher intensity mixed uses having high development standards. Objective 1.2 Objective 1.2: The subject property should develop with multi-story (3 stories or greater) office development with limited retail and service uses. Discourage linear strip and service development and locate multi-family uses between nodes. Decrease the height of proposed structures within proximity of adjacent single-family neighborhoods. Development Strategies: The specific FLUP strategies provided for development of this area are: Integrate residential, office, retail, institutional and entertainment uses Coordinate internal traffic circulation along with provision of public open space amenities Develop residential and non-residential uses in this area at higher densities than in typical zoning districts. Establish nodes and intervening non-commercial uses. Less infrastructure impact is to be experienced in the area-wide level of service (LOS) than results from typical low-density isolated, strip commercial development. Provide designated public spaces at each major node. Limit the number of allowable entry points into the property from Independence Boulevard, South 17 th Street and Shipyard Boulevard. Take extraordinary steps in preserving trees and stream quality. Provide open space through limited use of expansive building footprints. Reduce impervious surface parking square footage using structured parking. 8.2 South 17 th Street Land Use Plan Update (approved 1996) Plan called for mix of single-family, multi-family, neighborhood commercial, office/institutional and open space uses Development of area to occur in orderly fashion as a planned community with traditional neighborhood emphasis Overlay district established, accompanied by regulations and standards to achieve the goals set forth in the plan. 8.3 City of Wilmington Adopted Focus Areas and Strategic Plan Welcoming Neighborhoods and Public Spaces; Sustainability and Adaptability: Focus on city support of diverse housing options and unique neighborhoods with quality development. Long-term financial, physical, environmental and social health of the city is emphasized. Exceptional project design, and support for sustainability is sought in physical and environmental health of the area. Support for development of viable neighborhoods. Applicability: The adopted focus area supports the provision of housing opportunities that provide choices in a viable, unique neighborhood setting that utilizes sustainable design practices. PH1-20

Applicability: 1. The FLUP identifies the subject property as a Mixed Use Commerce Center. Therefore, approval of conditional district zoning at a higher density than that currently in place is justified. 2. The SSLUP prescribed the development of mixed uses on the subject property along with a neighborhood approach that utilized high standards of design. 3. Efficient, sustainable and quality development is sought, maximizing positive impacts on the city's tax base while minimizing demands on existing infrastructure. 4. Development of this area is to occur in orderly fashion as a planned community with traditional neighborhood emphasis with a mix of single-family, multi-family, neighborhood commercial, office/institutional and open space uses. 5. There is consensus that long-term financial, physical and environmental, and social health of the city is enhanced by offering infill/mixed-use development with appropriate options for developing at higher densities. 6. Exceptional project design and support for sustainability is sought in physical and environmental health of the area. CONCLUSION The applicants have conducted their Traffic Impact Analysis based on development densities set forth in the Master Plan/Rezoning Concept version received on June 18, 2013 Attachment 3). The level of site development and design standards being offered by the applicant exceed the minimum required for development in the RB, CB, O&I-1 and MF-M zoning districts. The proposed rezoning is consistent with the recommendations of the Future Land Use Plan. The applicants offer development under a unified plan and they offer controls to ensure a quality development for Barclay West. The proposed rezoning is consistent with the Commerce Center Mixed-Use Area recommendations: o Development of the site is proposed with office and regional business uses, intended to enhance the functionality and economic vitality of the area. o The developers propose to feature vehicular as well as pedestrian interconnectivity Due to its central location and excellent access, it is the opinion of staff that modifications from the existing R-15, PD, CB and CS Zoning and recommendations of the SSLUP are appropriate in order to facilitate the following: o FLUP Commerce Center Mixed-Use Area designation o Current city strategic plan objectives The applicant is projecting a 2027 buildout date for the Barclay West development. This is according to the Traffic Impact Analysis on file. The TIA (excerpts provided in Attachment 4) makes specific recommendations for improvements to the transportation network that will serve Barclay West and the applicant proposes to complete the improvements that are set forth in the TIA. PH1-21

RECOMMENDATION The proposed accesses to the subject site are from S. 17 th Street, Independence Boulevard, George Anderson Drive and Carolina Beach Road in the area of Parkway Drive. Carolina Beach Road is currently operating at a LOS E between St. Andrews Drive and Shipyard Boulevard. The three other thoroughfares are operating at LOS D. As featured in the TIA, proposed accesses are featured at five additional locations around the periphery of the subject property. As part of the analysis, trips have been distributed to these access points. In the opinion of staff, the location of the subject site and the available infrastructure make Barclay West well suited for additional density beyond the levels established by the SSLUP. Based on information currently available, planning staff believes that the transportation network, along with implementation of the improvements outlined in the TIA will accommodate increases in traffic generated by development at the intensity currently being proposed. Consideration of specific phasing benchmarks and TIA revisions is warranted. Significantly, the applicants have stated their intention to implement all requirements of the traffic impact analysis. Any additional improvements identified as part of the TIA would be the responsibility of the developer. The recommended improvements include background improvements (which will be the responsibility of the developer unless there is an identified project and associated funding) as well as developer improvements to the surrounding transportation network. The proposed development should avoid creating excessive vehicle trips that would create unacceptable levels of service and this goal is reflected in the approval conditions. Based on the application materials, information provided in this staff report, the goals of the city Strategic Plan and Future Land Use Plan, it is staff s opinion that this request is reasonable and in the public interest. Therefore, staff recommends conditional approval of this request subject to the following approval conditions: 1. The property shall be subject to all of the specific requirements stated in the Land Development Code for the proposed use as well as any additional conditions stated below. 2. If, for any reason, any condition for approval is found to be illegal or invalid or if the applicant should fail to accept any condition following approval, the approval of the site plan for the district shall be null and void and of no effect and proceedings shall be instituted to rezone the property to its previous zoning classification. 3. The use and development of the subject property shall be in accordance with the Master Plan/Rezoning Exhibit (see Attachment 3) dated received June 18, 2013. 4. The master plan (Rezoning Exhibit) shall establish nodes and intervening noncommercial uses. Applicant shall work with staff to include the designation of public spaces at each major node and ensure that adequate public space is provided at each major node. 5. Homeowners/Property Owners (HOA/POA) documents shall be recorded for all parcels and shall reflect design and planning concerns as outlined in the Land Development Code and this Case Summary. 6. Architectural consistency and controls regarding theme and project identity shall be provided. 7. Prior to site plan approvals, the applicant shall submit a master signage plan that complements the master conceptual plan for the development. The applicant shall utilize monument signage and work with city staff in order to achieve the stated FLUP PH1-22

objectives for signage in Barclay West. 8. The use and development of the subject property shall comply with all other supplemental regulations and requirements imposed by the Land Development Code or any other applicable federal, state or local law, ordinance or regulation. In the event of a conflict, the more stringent requirement or higher standard shall apply. 9. All development within Barclay West shall comply with Land Development Code requirements for site plan review and approval. 10. Subdivision review and approval shall be required as dictated by city code. 11. The maximum allowable number of residential units in area of Barclay West zoned MF-M(CD) shall be 1,259 units. The remainder of the 1,375 residential units may be located in areas of Barclay West zoned RB(CD) and O&I-1(CD). 12. The recreation and open space requirements as dictated by the Land Development Code for Multi-Family uses shall be met independently and distinct from non multifamily zoned areas of Barclay West. 13. Approval of the Master concept plan/rezoning Exhibit shall not constitute approval for any specific phase of development. Development plans shall be submitted, reviewed, and approved by the TRC. 14. All TRC requirements shall be met. 15. All city, state and federal regulations shall be met. 16. The applicant shall coordinate internal traffic circulation with provision of public open space amenities. 17. The connector roads as shown on the master plan (Rezoning Exhibit) shall provide integrated vehicular access for traffic to development parcels. The purpose of this network of roads shall be to maintain traffic patterns within the project and alleviate increased traffic on nearby major thoroughfares. 18. All conditions and recommendations of the final traffic impact analysis and subsequent updates as reviewed and approved by city staff shall be implemented by the applicant accordingly. Recommendations contained in the final traffic impact analysis and its phasing requirements shall be constructed prior to issuance of Certificates of Occupancy in respective phases of the development. Addenda to the TIA on a phaseby-phase basis will be required. 19. Background Improvements, as well as Developer Improvements, as identified in the Traffic Impact Analysis dated 4/18/13 (attached hereto as Attachment 4) shall be constructed by the developer. 20. Any necessary dedication and/or acquisition of land for rights-of-way shall be made by the owners and at their expense. 21. The applicant shall work with staff to install adequate traffic-calming measures within the proposed public interior rights-of-way within Barclay West. It shall be the responsibility of the developer to install these traffic calming devices. 22. The applicant shall work with the Cape Fear Transit Authority to ensure that Barclay West offers adequate public transit service. 23. Linear strip retail and service development shall be prohibited. 24. The applicant shall integrate residential, office, retail, institutional and entertainment uses. 25. The applicant shall work with staff and demonstrate increased preservation of trees in excess of minimum city code requirements. 26. The applicant shall work with city plan review engineering staff so as to determine best stormwater management practices that serve the subject property. Stormwater BMP s may be used to delineate future land bays so long as the BMP is designed as an aesthetic site amenity. 27. The applicant shall work with staff to demonstrate that ample open space is being PH1-23

provided in the Barclay West development resulting from the use of multiple story development and parking decks. 28. The applicant agrees to provide environmental resource delineations so that existing natural features are identified on the site. Applicant shall work with staff to preserve and enhance the existing natural features and integrate them into the open space being provided in the development. NEIGHBORHOOD CONTACT Planning Commission City Council Signs Posted 5/20/13 6/29/13 Property Owner 5/23/13 6/29/13 Letters Advertisement 5/23/13 6/22/13, 6/29/13 Date(s) Community Meetings 1/17/13, 5/23/13 n/a Other: Neighborhood contact Ms. Carol Bordeaux, Mr. John Merritt, Mr. Eddie Lawler, Mr. Paul Bunn, Mr. Arthur Bullock, Mr. Howard Capps, Mr. Rob Zapple, Mr. Mark Hanley, Mr. Wayne Jackson, Mr. Wayne Carpenter, Mr. Cam Newton, Mr. Bob Wollen, Mr. David Hand, Mr. Ray Peale Neighborhood meetings: On January 17, 2013 and May 23, 2013 the applicant held neighborhood meetings. Citizens spoke about their concerns over the traffic generation that would result from this development. Particular interest was shown regarding the effects of Barclay West on the existing Hanover Heights neighborhood to the north. Concerns were also raised about connectivity to the Breezewood community as well as the inclusion of automobile dealers in the list of permitted uses. ACTIONS TO DATE Planning Commission Scheduled for public hearing on March 6, 2013 2/26/13: Applicant requests continuance by Planning Commission at the April 2013 meeting 3/22/13: Applicant requests continuance of the item, moving it to Planning Commission meeting of June 5, 2013 6/5/13: Conditional approval, 5-0 City Council Scheduled for public hearing on July 9, 2013 Information from the 6/5/13 Planning Commission meeting; Eleven citizens spoke in favor of the request and one citizen spoke in opposition. Those speaking in favor generally supported the proposal, but stated concerns regarding the impacts of street connections from the proposed development into Hanover Heights. The citizen that voiced objections to the proposed development stated he believed the property should be a residential development. PH1-24

The members of the planning commission discussed various features of the master plan including redesign of the intersection of Parkway Boulevard with Carolina Beach Road. The role of this improvement in facilitating access and addressing cut-through traffic was acknowledged. The discussion also confirmed that receiving NCDOT approval of warrants is necessary in order for a new or existing intersection to become signalized. A question was raised regarding phasing of traffic infrastructure and required improvements to traffic facilities that currently exist in this area. It was stated that the Barclay West developers are responsible for installation of the required improvements and conditions of approval are intended to address appropriate phasing. ATTACHMENTS 1. Conditional District Rezoning application (dated received 12/21/12) 2. Rezoning narrative submitted by applicant (12/21/12) 3. Master concept plan/ Rezoning Exhibit (Dated received June 18, 2013) 4. Conclusions/recommended traffic improvements (excerpted from Traffic Impact Analysis for the Barclay West Development, Ramey Kemp Associates, dated 4/18/13) 5. Land Use and Zoning Map (dated 2/14/13) 6. Aerial Map (Dated 2/14/13) 7. Zoning and Recommended Land Use Map (S. 17 th Street Land Use Plan Update) dated 3/12/97 8. Neighborhood meeting notes 9. Planning Commission Consistency Statement 10. June 5, 2013 Planning Commission meeting excerpt PH1-25

PH1-26

PH1-27

PH1-28

PH1-29

PH1-30

PH1-31

PH1-32

PH1-33

PH1-34

PH1-35

PH1-36

PH1-37

PH1-38

CD-3-1212 3152 S. 17 th St. Site Single Family Multi Family Mobile Home/Park Vacant Industrial Insert.jpeg here Utilities Office & Institutional Commercial Parks City of Wilmington PH1-39 2/14/13

CD-3-1212 3152 S. 17 TH St. Site City of Wilmington PH1-40 2/14/13

PH1-41

PH1-42