FINDINGS. General Plan Amendment:

Exhibit "F"

Findings and Conditions of Approval for PLN2014-00059 CarMax – 44100 Christy Street

General Plan Amendment, Planned District Rezoning & Preliminary Grading Plan FINDINGS

The following findings are made on the basis of information presented at the public hearing and contained in the staff report to the Planning Commission dated March 13, 2014, incorporated hereby.

General Plan Amendment:

a. The general plan amendment conforms with and contains the requirements provided for in the City’s planning processes, constitutes a suitable and logical change in the plan for physical development of the City of Fremont, and is in the public interest because it would allow a regional commercial use that is compatible with the other regional commercial (including the Pacific Commons Shopping Center and the Auto Mall) and light industrial uses comprising the surrounding area, would provide significant retail sales tax revenues for the City, and result in the reinvestment in and redevelopment of an blighted infill site

Planned District:

a. The proposed P district amendment can be substantially completed within four years of the establishment of the approval of the amendment in that there is nothing unusual about the site and no significant environmental constraints exist which could cause significant delays during construction of the project. For comparative purposes, General Motors recently built a new Cadillac/Buick/GMC dealership nearby which included the razing of an industrial site and the construction of all new street improvements along both Auto Mall Parkway and Boyce Road, and that project was completed in less than two years;

b. Each individual unit of development, as well as the total development, can exist as an independent unit capable of creating an environment of sustained desirability and stability, and the uses proposed will not be detrimental to present and potential surrounding uses, but will have a beneficial effect which could not be achieved under other zoning districts in that the proposed dealership will be a stand-alone facility that would be capable of creating an environment of sustained desirability in that the project would provide all new building and site improvements and landscaping on a previously-blighted property, and include regular upkeep of the proposed building and landscaping to maintain an attractive appearance in an attempt to draw customers to the business. Furthermore, the proposed use would serve as another draw to one of the City’s primary commercial districts which would have spillover benefits for the other businesses in the nearby Pacific Commons Shopping Center and the Fremont Auto Mall;

c. The streets and thoroughfares proposed are suitable and adequate to carry anticipated

traffic, and increased densities will not generate traffic in such amounts as to overload

the street network outside the Planned District in that a traffic study was conducted

and reviewed by the City’s Transportation Engineering Division which analyzed the

project’s impacts on the level of service (LOS) of eight intersections within the project

vicinity, four City street intersections and four Interstate 880 on/off ramps, and found that the traffic generated by the proposed dealership would not significantly impact any of the eight intersections;

d. The proposed commercial development can be justified economically at the location proposed to provide for adequate commercial facilities of the type proposed in that the surrounding area already contains several dealerships in the Fremont Auto Mall, so it would provide another choice for consumers traveling to the area to shop for automobiles.

e. The only exceptions from standard PD Guidelines governing automobile dealerships in the Auto Mall ordinance are warranted by the design and amenities incorporated in the precise site plan in that: (a) the proposed inventory display area parking stall length reduction from 18 feet to 17 feet is warranted because only CarMax staff would be permitted to drive the vehicles into and out of the stalls, so the company’s employees would be experienced at navigating the slightly smaller parking spaces, and as a design benefit, slightly less paving would need to be provided in the display area; (b) allowing the light pole height to be increased from 20 feet to 26 feet in the vehicle staging area is warranted in that it would enable CarMax to provide less total poles throughout the parking lot, thereby reducing the amount of poles cluttering the skyline when viewed from off-site, while still meeting CarMax’s security requirements for the overnight monitoring of its inventory; (c) allowing CarMax to provide façade-level signage (130 total square feet of the company name and logo) on two of the four sides of the building instead of only one side is warranted because the site has frontage along the Interstate 880 freeway as well as Christy Street, so allowing signage on the walls facing these two roadways would help advertise the facility and provide more attractive facades along the two street frontages; and (d) allowing CarMax to have larger “Service” lettering over the service department entrance (20-inch tall letters when the Auto Mall PD maximum is only 18 inches) is warranted in that CarMax would be providing a significantly larger, more heavily-landscaped front setback from Christy Street with the building located approximately 450 feet from the front property line, so larger lettering would help make the signage more visible from the street.

f. The area surrounding said development can be planned and zoned in coordination and substantial compatibility with the proposed development in that it is currently zoned for a mix of light industrial and professional office uses, and allowing the proposed automobile dealership to be developed on the site would not preclude these properties from being developed in accordance with their respective zoning designations in that it would not introduce a sensitive population into an area where such a use would be incompatible with existing and proposed industrial uses;

g. The Planned District would conform to the General Plan in that it would result in

reinvestment of the area by redeveloping a vacant, blighted industrial site with a new

commercial development that would be compatible with the other regional-serving

commercial uses in the nearby Pacific Commons Shopping Center and Fremont Auto

Mall. Furthermore, the project would make for efficient and orderly use of land by

utilizing an infill site that is already served by most major utilities and a public street

that connects it to Auto Mall Parkway which carries significant volumes of consumer

traffic. In addition, CarMax would be required to provide a new sidewalk with all new

street trees, as well as a bicycle lane along the project’s street frontage, thereby

contributing to a complete street and an attractive streetscape along the subject

portion of Christy Street. Finally, while the proposed General Plan Amendment would

result in the conversion of industrial land to commercial, the proposed use is expected to be a large sales tax generator which would generate significant sales tax revenue for the City from automobile sales annually, and thus contribute considerably to the City’s continued fiscal health; and

h. There are existing water and sewer systems serving the property located within Christy Street which are capable of accommodating the proposed dealership, and CarMax would be required to construct a new public storm drain line within the right- of-way that would be capable of accommodating both the project’s runoff as well as that from the three adjacent properties to the south which currently drain into the existing detention pond on the site through a legally-binding easement agreement dating back to July 1998.

Preliminary Grading Plan:

1. The proposed project will not have an appearance, due to the grading, excavation or fill, substantially and negatively different from the existing natural appearance in that the Preliminary Grading Plan is only needed for the filling in of the on-site detention basin and raising the remainder of the site in order to bring the surface of the entire site up to the same grade as the newer developments located around the project’s boundaries. The finished contours resulting from the proposed grading would match the existing conditions of the adjacent terrain off site; therefore, the end result would not have a noticeably different appearance from the surrounding area’s current conditions when viewed from street level.

2. The proposed project will not result in geologic or topographic instability on or near the site in that a geotechnical study was prepared for the project which contains recommendations that would minimize the risk exposure of the proposed dealership facility to liquefaction and expansive soils, including removal of all existing fill to native soil levels and replacement with engineered fill, compaction, deep soil mixing below the building foundation, and deep foundations. Furthermore, all proposed structures would be designed in conformance with geotechnical and soil stability standards as required by the 2013 California Building Code (CBC) which would ensure a geologically-stable terrain on which the dealership could be built in a manner that would be safe for the employees, customers, and occupants of neighboring properties.

3. The proposed project will not endanger public sewers, storm drains, watercourses, streets, street improvements or other property; will not interfere with existing drainage courses; and will not result in debris being deposited in any public right-of- way in that, as part of the project, CarMax would be required to construct new street improvements along the project frontage, including a storm drain line extension to connect the project to the existing line downstream at the Christy Street/Brandin Court intersection, as well as new curb, gutter, sidewalk, and new street paving. These improvements would ensure that the project drains properly without affecting any existing drainage courses or watercourses. Furthermore, no changes to the existing sewer or water lines serving the area would be required, and CarMax would be required to implement erosion control measures during grading activities to prevent sediment from entering the public right-of-way.

4. The project would conform, where applicable, to special concerns relating to the

adopted Safety Element of the General Plan and concerns shown on maps issued by

the U.S. Geological Survey and the California Division of Mines and Geology in that a

geotechnical report was conducted by CarMax and peer-reviewed by the City’s consultant which contains recommendations with regard to grading techniques, fill material characteristics and structural design to mitigate the risk from potential liquefaction and expansive soils at the site that have been incorporated into the project plans to ensure that the grading work and all structures and paved surfaces are designed and conducted in conformance with applicable geotechnical and soil stability standards of the California Building Code; and

5. The proposed project will not unacceptably affect the health, safety or welfare of adjacent residents or landowners, nor the citizens of Fremont in that while minor construction-related impacts to the neighboring industrial properties would occur during the proposed grading, such as noise, vibration, and exhaust fumes from earth- moving equipment, such impacts would be temporary in nature and would cease once construction of the project is completed.

Tree Removals:

1. The proposed plans would provide a superior project by replacing a blighted site with ailing trees that formerly housed a cement plant with a new use that would feature a modern, attractive building with all new landscaping and paved parking. Furthermore, the trees proposed for removal are in poor condition due to neglect that has occurred since the time the cement plant was demolished. Thus, their removal and replacement with new, irrigated and regularly-maintained trees would also be an aesthetic improvement over the existing conditions. Finally, the trees cannot be preserved or left undamaged by a reasonably required redesign of the project in that CarMax is required to build all new street improvements, including curb, gutter, and sidewalk where no sidewalk currently exists, and the construction of these new street improvements would conflict with the locations of the existing trees.

CONDITIONS OF APPROVAL General Conditions:

1. The approval of this Preliminary and Precise Planned District (P-2014-59) shall allow the construction of a 51,503-square-foot automobile dealership with service garage to occupy the subject site as shown in Exhibit “D” (Preliminary and Precise Planned District development plans) in accordance with the Planned District Guidelines as shown in Exhibit “E,” subject to compliance with all of the conditions of approval set forth herein.

2. Approval of the Preliminary Grading Plan as shown in Exhibit “D” does not extend to the final detailed design approval necessary to be accomplished in connection with the development plans.

3. Minor modifications may be made to the project subject to review and approval by the Planning Manager if such modifications are in keeping with the intent of the original approval. However, the Planning Manager may refer any modifications to the Planning Commission and/or City Council if he/she feels the request is of such a nature that it warrants consideration by the Commission.

4. The applicant may be allowed grading deviation up to a maximum of one foot (plus or

minus) between the preliminary grading plan and the final grading plan. Deviations

over one foot may be referred to the Planning Commission, subject to approval of the City Engineer.

5. Signage for the project shall require separate approval of a Master Sign Program by the Zoning Administrator, and shall conform to the standards contained in the Planned District Guidelines (Exhibit “E”).

6. The project will be subject to Citywide Development Impact Fees. These fees include fees for fire protection services/facilities, capital facilities, and traffic facilities.

7. The applicant shall defend, indemnify, and hold harmless the city or any of its boards, commissions, agents, officers, and employees from any claim, action or proceeding against the city, its boards, commissions, agents, officers, or employees to attack, set aside, void, or annul, the approval of the project. The city shall promptly notify the applicant of any such claim, action or proceeding. The city shall have the option of coordinating the defense. Nothing contained in this condition shall prohibit the city from participating in a defense of any claim, action, or proceeding if the city bears its own attorney’s fees and costs, and the city defends the action in good faith.

8. The applicant shall comply with all applicable federal, state and local laws.

9. Mitigation Measure BR-1: If project-related activities are scheduled to occur during the nesting season (February 1 through August 31) for protected raptors and migratory birds, a focused survey of the work area for active nests of such birds shall be conducted by a qualified biologist within 15 days prior to the beginning of any project- related activities. If a lapse in the project-related work of 15 days or longer occurs during the nesting season, another survey will be required before project work can be reinitiated. If an active nest is found, the applicant/developer shall establish a buffer area that surrounds the nest location. The width of the buffer shall be determined by the survey biologist and shall be dependent on the location of the nest and the affected species. No project-related work or activities shall be permitted within the buffer area until the biologist has determined the nest is no longer active. The final determination shall be made by the Planning Manager upon receipt of the biologist’s recommendation.

10. Mitigation Measure BR-2: The applicant shall replace all 30 existing trees to be removed at a 1:1 replacement ratio at a size of 24-inch box in accordance with the mitigation requirements of the City’s Tree Preservation Ordinance.

Conditions to be satisfied prior to issuance of a Building Permit or Certificate of Occupancy, and/or during construction:

1. The applicant shall meet all requirements of the currently adopted edition of the California Building, Fire and City of Fremont Municipal Codes in effect at the time of building permit application.

2. The applicant shall submit complete construction drawings to the Plans and Permits Division to ensure conformance with all applicable requirements of the City of Fremont Municipal Code and the California Building and Fire Codes.

3. The applicant shall include the following condition on the cover sheet or first sheet of

the construction drawing plan set submitted for building permit under the “General

Notes” list:

All demolition, grading and construction activities shall be limited to the following hours:

Monday through Friday: 6 AM to 10 PM Weekends and Holidays: 8 AM to 8 PM

4. Mitigation Measure Air-1: Prior to the issuance of a grading and/or building permit, whichever occurs first, the following best management practices shall be included in a dust control plan to limit particulate matter (dust emissions) and noted on construction plans along with the contact information for a designated work crew member responsible for the on-site implementation of the dust control plan:

a) All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered twice per day.

b) All haul trucks transporting soil, sand, or other loose material off-site shall be covered.

c) All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited.

d) All vehicle speeds on unpaved roads shall be limited to 15 miles per hour.

e) All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used.

f) Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations). Clear signage shall be provided for construction workers at all access points.

g) All construction equipment shall be maintained and properly tuned in accordance with manufacturer’s specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation

h) Post a publicly visible sign with the telephone number and person to contact at the City of Fremont regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Air District’s phone number shall also be visible to ensure compliance with applicable regulations.

5. Mitigation Measure CR-1: If any archaeological or paleontological resources or human remains are encountered during grading or site disturbance, the following measures shall be implemented:

• All work shall cease within a 200-foot radius of the discovery until it can be

evaluated by a qualified archaeologist. Work shall not continue until the

archaeologist conducts sufficient research and data collection to make a

determination as to the significance of the resource. If the resource is determined

to be significant and mitigation is required, the first priority shall be avoidance and

preservation of the resource. If avoidance is not feasible, an alternative

archaeological management plan shall be prepared that may include excavation. If

human remains are discovered, the Alameda County Coroner’s office shall be

notified as required by state law. All excavation and monitoring activities shall be

conducted in accordance with the prevailing professional standards, as outlined in

the CEQA Guidelines and by the California Office of Historic Preservation.

6. The applicant shall install video surveillance cameras to monitor the premises to the satisfaction of the Police Department prior to issuance of Certificate of Occupancy.

7. A Fire Department access roadway shall be provided to within 150 feet of all exterior portions of the building. The access roadway shall have a minimum 20' unobstructed linear width and shall be designated as a Fire Lane. The access roadway shall meet Fire Department standards for surface type (all-weather), distance (not to exceed 150 feet in length without an approved turnaround), weight loads (75,000 lb. minimum), turn radius (radii of 22.5' inside and 37.5' outside with a minimum width of 20 feet), grades (not to exceed 15 percent), and vertical clearance (13.5' minimum). Cross grades, intersections and turnarounds shall be level (maximum 5%) with the exception of crowning for water run-off.

8. Where applicable, all curbing which outlines the fire lanes shall be painted red with white lettering reading "No Parking - Fire Lane". Text shall be a minimum of four inches tall and shall be placed every 30 feet or portion thereof, on top of designated curbing. Install R26F (No Stopping Fire Lane) signs at 100' intervals. All new R26F signs (No Stopping Fire Lane) to be installed shall, include text at the bottom of the sign which reads “CVC 22500.1”

9. The applicant shall have a key box (Knox brand) located outside of all buildings/gates and provide keys to the Fire Department for access. Vehicle gates shall use Knox lock or keyed over-ride switch and shall have an infrared receiver installed.

10. Fire hydrants shall be placed along the Fire Department access roadway and be spaced at 300' intervals, measured as the fire engine travels on all-weather paved surfaces.

Fire hydrant head assemblies shall be Clow Model 860 or equivalent and painted Kelly Moore, Kelguard Safety Yellow.

11. The building address shall be plainly legible and visible from the public street and address numbers shall contrast with their background.

12. The applicant shall coordinate all remaining environmental sampling activities/clean-up with the Fire Department, the Alameda County Water District, and/or the Regional Water Quality Control Board as appropriate. All work shall be completed prior to on- site grading or other site preparation activities.

13. The applicant shall develop a site specific emergency action plan prior to occupancy.

The emergency action plan shall detail the facility’s response to emergencies and shall specifically address evacuation, shelter-in-place and the response to a release of chemicals at the site prior to occupancy.

14. At time of building permit submittal, the business must submit complete plans for the new underground storage tank (UST) and fuel dispensing equipment to the Fire Department.

15. The business shall be required to submit a consolidated permit application and a Hazardous Materials Business Plan (HMBP) to the Fire Department within 30 days of project completion.

16. The applicant shall improve Christy Street up to the future centerline along the

proposed Phase I project frontage to the satisfaction of the City Engineer. Christy

Street is designated as a Secondary Thoroughfare with an ultimate curb-to-curb width of 70 feet to accommodate two travel lanes in each direction, a center turning lane, and a bicycle lane in each direction along the majority of the project frontage. The cross-section of Christy Street transitions into lesser curb-to-curb width of 46 feet to accommodate a southbound travel lane, northbound travel lane, a center turning lane and a bicycle lane in each direction beyond the proposed most southerly driveway. The existing edge of pavement on the westerly side of Christy Street coincides approximately to the future centerline. The following are the minimum street improvement requirements for Christy Street along the project frontage:

 Remove and replace existing pavement with a recommended structural section per approved geotechnical report using a TI of 9.5;

 Remove and replace curb and gutter along current alignment;

 Install city standard 5-foot wide detached sidewalk with a 4.5-foot wide park strip with street trees;

 Install temporary asphalt concrete sidewalk across Phase II project frontage.

 Extend the existing storm drain line at the intersection of Brandin Court and Christy Street along the project frontage to drain the project site and convey run- off from the 3 existing buildings to the south of the project; and

 Improve the abrupt transition on the southbound lane as the existing roadway width narrows to a lesser curb to curb width by lengthening the pavement marking to provide a smoother transition. This may require additional paving on the southbound lane.

17. The applicant shall submit a signing and striping plan for all on-site and off-site improvements for review and approval by the Transportation Engineering Division.

18. Prior to issuance of a building permit, applicant shall obtain an encroachment permit to construct the improvements within the public right-of-way. As a condition of this permit, developer/applicant must enter into an Improvement Agreement and provide surety to guarantee the construction of the public improvements. Improvement plans for the required street improvements shall be prepared in accordance with the Street Right-of-Way and Improvement Ordinance.

19. The applicant shall submit a detailed geotechnical report. The report shall include recommendations regarding the pavement section on Christy Street and specific recommendations for on-site pavement areas that will experience repeated exposure to heavy vehicle loads. The project plans shall be designed in accordance with the required geotechnical report. Grading shall be supervised by an engineer registered in the State of California to do such work.

20. A minimum six-foot wide public service easement shall be dedicated along the Christy Street frontage of the project site. Project entry and monument signs and walls shall not be located within the public service easement.

21. The applicant shall submit an updated title report to the City showing that there is no existing easement within the project area prior to issuance of a building permit.

22. The Project Geotechnical Engineer shall be retained to review and approve the final

grading plans and specifications prior to permit issuance.

23. Site grading shall not obstruct natural flow from abutting properties or divert drainage from its natural watershed.

24. The applicant shall provide an erosion control plan, as part of the project plans, subject to review and approval by the City Engineer.

25. Prior to issuance of a permit for land disturbance greater than one acre, the applicant shall file a Notice of Intent with the State of California Water Resources Control Board and receive the State assigned WDID number. The developer shall provide a copy of the Storm Water Pollution Prevention Plan (SWPPP) for City review and maintain a copy on the job site.

26. A disposal site for the export materials or source for the import materials shall be approved by the City prior to the approval of the grading permit. The off-site haul truck route for the excess dirt or import fill shall be subject to the approval of the City Engineer. The import source or export destination, if within the City of Fremont, may require a separate grading permit.

27. The project storm drain system shall conform to City standards and shall be subject to review and approval of the City Engineer and the Alameda County Flood Control and Water Conservation District. Drainage calculations shall be submitted with the grading and drainage plans for the project.

28. Proposed curb elevations for the street system shall not be less than 1.25 feet above the hydraulic grade line (design water surface) and at no point should the curb grade be below the energy grade line. On-site grades are to be a minimum of 0.75 feet above the hydraulic grade line.

29. All new utility service connections, including electrical and communications, shall be installed underground. Electrical transformers shall be installed in underground vaults within an appropriate utility easement or public service easement.

30. The provided Stormwater Management Plan is approved in concept only. Final approval shall be subject to the developer providing the necessary plans, details, and calculations that demonstrate the plan complies with the Municipal Regional Municipal Stormwater Permit, subject to City Engineer approval prior to issuance of building permits.

31. In accordance with the Alameda Countywide NPDES Municipal Stormwater Permit, Order R2-2009-0074, NPDES Permit No. CAS612008, the property owners shall enter into a maintenance agreement for the long-term operation and maintenance of on-site stormwater treatment measures. The agreement shall run with the land.

32. All storm drain inlets shall be stenciled with “No Dumping Drains to Bay.” Stencils shall be purchased at the City of Fremont Environmental Services Division.

33. The applicant shall be responsible for ensuring that all contractors are aware of all

storm water quality measures and that such measures are implemented. Failure to

comply with the approved construction Best Management Practices shall result in the

issuance of correction notices, citations, or stop orders.

34. All on-site storm drains shall be cleaned prior to building occupancy and also be cleaned each year immediately before the beginning of the rainy season (October 15).

Annual cleaning shall include inspection, maintenance, and/or replacement of provided storm water quality site design measures.

35. Vehicle washing areas shall be designed and operated such that no runoff from the facility is discharged to the storm drain system. Wastewater from the facility shall discharge to the sanitary sewer or a wastewater reclamation system shall be installed and the wastewater reused with no discharges to the storm drain. The applicant shall contact Union Sanitary District for specific connection and discharge requirements.

36. If the project is phased, stormwater treatment associated with each phase must be constructed concurrent with the appropriate phase. Future phases not associated with this application must meet current National Pollutant Discharge Elimination System Requirements at the time the future phase comes under project review.

37. Landscape irrigation shall be designed with an efficient irrigation system to eliminate runoff and overspray and to promote surface infiltration.

38. The applicant must comply with the Construction and Demolition Debris Recycling Ordinance during all demolition and construction activities.

39. The applicant shall submit a Fremont Waste Handling Plan prior issuance of a building permit. The Waste Handling Plan must:

a) Provide an estimate of type of debris generated;

b) Provide an estimate of the number of tons or cubic yards generated;

c) List the names of the approved recycling facilities or vendors that will be used; and d) Be distributed to all subcontractors who are hired to work on the job.

40. The applicant must submit a Construction Debris Hauler Acknowledgement Form to ensure only authorized haulers are used to remove construction debris from the site.

END OF CONDITIONS APPLICANT PLEASE NOTE:

The fees, dedications, reservations and/or other exactions imposed on this project are those

listed in the foregoing conditions of approval. Any fee, dedication, reservation or other

exaction is deemed imposed on the date of this approval. The applicant is hereby notified

that the 90-day period in which the applicant may protest these fees, dedications,

reservations and other exactions pursuant to Government Code Section 66020(a) begins on

the date they are imposed. If the applicant fails to file a protest within this 90-day period

complying with all the requirements of Government Code Section 66020, the applicant shall

be legally barred from later challenging such actions.